UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

or

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

For the transition period from __________to___________

Commission File Number: 1-1463

Union Carbide Corporation

(Exact name of registrant as specified in its charter)

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

7501 STATE HIGHWAY 185 NORTH, SEADRIFT, TX  77983

(Address of principal executive offices) (Zip Code)

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

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

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

☑ Yes  ☐  No

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

☑ Yes ☐  No

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

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

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

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

☐ Yes ☑  No

At July 22, 2022, 935.51 shares of common stock were outstanding, all of which were held by the registrant’s parent, The Dow Chemical Company.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) for Form 10-Q and is therefore filing this form with a reduced disclosure format.

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Union Carbide Corporation

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 30, 2022

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Consolidated Statements of Income.	4
	Consolidated Statements of Comprehensive Income.	5
	Consolidated Balance Sheets.	6
	Consolidated Statements of Cash Flows.	7
	Consolidated Statements of Equity.	8
	Notes to the Consolidated Financial Statements.	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	16
	Results of Operations.	16
	Other Matters.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4.	Controls and Procedures.	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	20
Item 1A.	Risk Factors.	20
Item 4.	Mine Safety Disclosures.	20
Item 6.	Exhibits.	21
SIGNATURES		22

2

Union Carbide Corporation and Subsidiaries

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

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this report are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond the Corporation’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of UCC's products; UCC's expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 pandemic and other public health-related risks and events on the Corporation’s business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to UCC’s contemplated capital and operating projects; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect UCC's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war including the ongoing conflict between Russia and Ukraine; weather events and natural disasters; disruptions in the Corporation’s information technology networks and systems; and, since The Dow Chemical Company ("TDCC"), a wholly owned subsidiary of Dow Inc. (together, with TDCC and its consolidated subsidiaries, "Dow"), is the primary customer of UCC, Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe; the size of the markets for Dow’s products and services and its ability to compete in such markets; Dow's failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; and changes in relationships with Dow’s significant customers and suppliers.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021. These are not the only risks and uncertainties that the Corporation faces. There may be other risks and uncertainties that the Corporation is unable to identify at this time or that it does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on the Corporation’s business. The Corporation assumes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Net trade sales	$	42	$	37	$	103	$	71
Net sales to related companies	1,426		1,289		2,944		2,258
Total net sales	1,468		1,326		3,047		2,329
Cost of sales	1,309		1,208		2,524		2,245
Research and development expenses	7		6		14		12
Selling, general and administrative expenses	2		2		4		5
Sundry income (expense) - net	(14)		(18)		(28)		(33)
Interest income	2		—		3		1
Interest expense and amortization of debt discount	7		7		14		14
Income before income taxes	131		85		466		21
Provision for income taxes	30		20		110		5
Net income attributable to Union Carbide Corporation	$	101	$	65	$	356	$	16
Depreciation	$	41	$	42	$	83	$	83
Capital expenditures	$	29	$	30	$	50	$	53

See Notes to the Consolidated Financial Statements.

4

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Net income attributable to Union Carbide Corporation	$	101	$	65	$	356	$	16
Other comprehensive income, net of tax
Cumulative translation adjustments	2		—		—		—
Pension and other postretirement benefit plans	19		20		38		104
Total other comprehensive income	21		20		38		104
Comprehensive income attributable to Union Carbide Corporation	$	122	$	85	$	394	$	120

See Notes to the Consolidated Financial Statements.

5

Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Jun 30, 2022		Dec 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	10	$	11
Accounts receivable:
Trade (net of allowance for doubtful receivables 2022: $—; 2021: $—)	52		49
Related companies	1,285		1,394
Other	31		29
Income taxes receivable	211		306
Notes receivable from related companies	1,115		988
Inventories	290		250
Other current assets	36		41
Total current assets	3,030		3,068
Investments
Investments in related companies	237		237
Other investments	22		22
Noncurrent receivables	87		83
Noncurrent receivables from related companies	67		68
Total investments	413		410
Property
Property	7,208		7,168
Less accumulated depreciation	6,035		5,960
Net property	1,173		1,208
Other Assets
Intangible assets (net of accumulated amortization 2022: $106; 2021: $103)	10		13
Operating lease right-of-use assets	112		122
Deferred income tax assets	268		288
Deferred charges and other assets	41		47
Total other assets	431		470
Total Assets	$	5,047	$	5,156
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	30	$	30
Long-term debt due within one year	132		3
Accounts payable:
Trade	396		362
Related companies	686		622
Other	41		27
Operating lease liabilities - current	20		20
Income taxes payable	30		25
Asbestos-related liabilities - current	90		85
Accrued and other current liabilities	142		171
Total current liabilities	1,567		1,345
Long-Term Debt	262		392
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	445		491
Asbestos-related liabilities - noncurrent	887		931
Operating lease liabilities - noncurrent	93		103
Other noncurrent obligations	256		230
Total other noncurrent liabilities	1,681		1,755
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—
Additional paid-in capital	141		141
Retained earnings	2,909		3,074
Accumulated other comprehensive loss	(1,513)		(1,551)
Union Carbide Corporation's stockholder's equity	1,537		1,664
Total Liabilities and Equity	$	5,047	$	5,156

See Notes to the Consolidated Financial Statements.

6

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Six Months Ended
In millions (Unaudited)	Jun 30, 2022		Jun 30, 2021
Operating Activities
Net income attributable to Union Carbide Corporation	$	356	$	16
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	101		102
Provision for deferred income tax	8		25
Net periodic pension benefit cost (credit)	4		(2)
Pension contributions	(1)		(548)
Other, net	(1)		(1)
Changes in assets and liabilities:
Accounts and notes receivable	(5)		(6)
Related company receivables	(18)		499
Inventories	(40)		(38)
Accounts payable	48		96
Related company payables	64		(31)
Asbestos-related payments	(39)		(38)
Other assets and liabilities	93		23
Cash provided by operating activities	570		97
Investing Activities
Capital expenditures	(50)		(53)
Change in noncurrent receivable from related company	1		(3)
Cash used for investing activities	(49)		(56)
Financing Activities
Dividends paid to parent	(521)		(40)
Payments on long-term debt	(1)		(1)
Cash used for financing activities	(522)		(41)
Summary
Increase (decrease) in cash and cash equivalents	(1)		—
Cash and cash equivalents at beginning of period	11		11
Cash and cash equivalents at end of period	$	10	$	11

See Notes to the Consolidated Financial Statements.

7

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Common Stock
Balance at beginning and end of period	$	—	$	—	$	—	$	—
Additional Paid-in Capital
Balance at beginning and end of period	141		141		141		141
Retained Earnings
Balance at beginning of period	3,104		2,898		3,074		2,987
Net income attributable to Union Carbide Corporation	101		65		356		16
Dividends declared	(296)		—		(521)		(40)
Balance at end of period	2,909		2,963		2,909		2,963
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	(1,534)		(1,686)		(1,551)		(1,770)
Other comprehensive income	21		20		38		104
Balance at end of period	(1,513)		(1,666)		(1,513)		(1,666)
Union Carbide Corporation's Stockholder's Equity	$	1,537	$	1,438	$	1,537	$	1,438

See Notes to the Consolidated Financial Statements.

8

Union Carbide Corporation and Subsidiaries

(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

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

NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited interim consolidated financial statements of Union Carbide Corporation and its subsidiaries (the "Corporation" or "UCC") were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 10-K").

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

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

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

NOTE 2 - REVENUE

Substantially all of the Corporation's revenue is generated by sales of products, primarily to TDCC. Products are sold to and purchased from TDCC at prices determined in accordance with the terms of an agreement between UCC and TDCC. The Corporation sells its products to TDCC to simplify the customer interface process.

The Corporation’s contract liabilities include payments received in advance of performance under long-term contracts for product sales and royalties with remaining contract terms that range up to 18 years. Amounts are recognized in revenue when the performance obligations for the contract are met. The Corporation has rights to additional consideration when product is delivered to the customer. The balance of contract liabilities was $34 million at June 30, 2022 ($35 million at December 31, 2021), of which $2 million ($2 million at December 31,

9

2021) was included in "Accrued and other current liabilities" and $32 million ($33 million at December 31, 2021) 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 companies and sales to trade customers) as presented in the consolidated statements of income and believes this disaggregation best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Substantially all of the product sales are made to the Corporation's parent company, TDCC, and there are no unique economic factors that affect revenue recognition and cash flows associated with these product sales.

NOTE 3 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Jun 30, 2022		Dec 31, 2021
In millions
Finished goods	$	285	$	238
Work in process	53		33
Raw materials	71		59
Supplies	77		76
Total	$	486	$	406
Adjustment of inventories to a LIFO basis	(196)		(156)
Total inventories	$	290	$	250

NOTE 4 - INTANGIBLE ASSETS

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

Intangible Assets	Jun 30, 2022						Dec 31, 2021
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	33	$	(33)	$	—	$	33	$	(33)	$	—
Software	83		(73)		10		83		(70)		13
Total intangible assets	$	116	$	(106)	$	10	$	116	$	(103)	$	13

Total estimated amortization expense for 2022 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2022	$	5
2023	$	3
2024	$	2
2025	$	1
2026	$	1
2027	$	—

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NOTE 5 - COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 14 to the Consolidated Financial Statements included in the 2021 10-K, which is incorporated by reference herein.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At June 30, 2022, the Corporation had accrued obligations of $180 million for probable environmental remediation and restoration costs ($148 million at December 31, 2021), including $26 million for the remediation of Superfund sites ($23 million at December 31, 2021). 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 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.

During the first quarter of 2022, the Corporation recorded a pretax charge of $37 million, included in "Cost of sales" in the consolidated statements of income, related to environmental remediation at a number of current and historical locations. The charge primarily resulted from updated remediation estimates and scope changes on existing matters.

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews claims filed, settled and dismissed, as well as average settlement and resolution costs by disease category. The Corporation also considers additional quantitative and qualitative factors such as the nature of pending claims, trial experience of the Corporation and other asbestos defendants, current spending for defense and processing costs, significant appellate rulings and legislative developments, trends in the tort system, and their respective effects on expected future resolution costs. UCC management considers these factors in conjunction with the most recent actuarial study and determines whether a change in the estimate is warranted. Based on the Corporation's review of 2022 activity, it was determined that no adjustment to the accrual was required at June 30, 2022.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $977 million at June 30, 2022 ($1,016 million at December 31, 2021), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. At June 30, 2022, approximately 27 percent of the recorded claim liability related to pending claims and approximately 73 percent related to future claims.

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NOTE 6 - LEASES

For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the 2021 10-K.

The components of lease cost for operating and finance leases for the three and six months ended June 30, 2022 and 2021 were as follows:

Lease Cost	Three Months Ended				Six Months Ended
In millions	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Operating lease cost	$	6	$	7	$	12	$	12
Short-term lease cost	8		8		16		14
Variable lease cost	5		16		9		18
Amortization of right-of-use assets - finance	—		1		1		1
Total lease cost	$	19	$	32	$	38	$	45

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

Other Lease Information	Six Months Ended
In millions	Jun 30, 2022		Jun 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	12	$	11
Financing cash flows for finance leases	$	1	$	2
Right-of-use assets obtained in exchange for lease obligations:
Finance leases	$	—	$	5

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at June 30, 2022 and December 31, 2021:

Lease Position	Balance Sheet Classification	Jun 30, 2022		Dec 31, 2021
In millions
Assets
Operating lease assets	Operating lease right-of-use assets	$	112	$	122
Finance lease assets	Property	19		19
Finance lease amortization	Accumulated depreciation	(12)		(11)
Total lease assets		$	119	$	130
Liabilities
Current
Operating	Operating lease liabilities - current	$	20	$	20
Finance	Long-term debt due within one year	3		3
Noncurrent
Operating	Operating lease liabilities - noncurrent	93		103
Finance	Long-term debt	5		6
Total lease liabilities		$	121	$	132

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The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at June 30, 2022 and December 31, 2021 are provided below:

Lease Term and Discount Rate	Jun 30, 2022		Dec 31, 2021
Weighted-average remaining lease term
Operating leases	6.7 years		7.1 years
Finance leases	2.7 years		3.1 years
Weighted-average discount rate
Operating leases	3.29	%	3.17	%
Finance leases	2.53	%	2.53	%

The following table provides the maturities of lease liabilities at June 30, 2022:

Maturities of Lease Liabilities	Jun 30, 2022
	Operating Leases		Finance Leases
In millions
2022	$	12	$	2
2023	22		3
2024	22		2
2025	20		1
2026	19		—
2027 and thereafter	30		—
Total future undiscounted lease payments	$	125	$	8
Less: Imputed interest	12		—
Total present value of lease liabilities	$	113	$	8

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NOTE 7 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and six months ended June 30, 2022 and 2021 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended				Six Months Ended
In millions	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Cumulative Translation Adjustment
Beginning balance	$	(55)	$	(55)	$	(53)	$	(55)
Unrealized gains (losses) on foreign currency translation	2		—		—		—
Ending balance	$	(53)	$	(55)	$	(53)	$	(55)
Pension and Other Postretirement Benefits
Beginning balance	$	(1,479)	$	(1,631)	$	(1,498)	$	(1,715)
Gains (losses) arising during the period 1	—		—		—		87
Tax (expense) benefit	—		—		—		(20)
Net gains (losses) arising during the period	—		—		—		67
Amortization of net loss and prior service credit reclassified from AOCL to net income 2	24		27		49		49
Tax expense (benefit) 3	(5)		(7)		(11)		(12)
Net loss reclassified from AOCL to net income	19		20		38		37
Other comprehensive income (loss), net of tax	19		20		38		104
Ending balance	$	(1,460)	$	(1,611)	$	(1,460)	$	(1,611)
Total AOCL ending balance	$	(1,513)	$	(1,666)	$	(1,513)	$	(1,666)

1.The 2021 impact relates to an interim remeasurement of U.S. pension plans due to the announced freeze of plan benefits in the first quarter of 2021.

2.These AOCL components are included in the computation of net periodic benefit cost (credit) of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 8 for additional information.

3.Reclassified to "Provision for income taxes."

NOTE 8 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 17 to the Consolidated Financial Statements included in the 2021 10-K. The following table provides the components of the Corporation's net periodic benefit cost (credit) for all significant plans:

Net Periodic Benefit Cost (Credit) for All Significant Plans	Three Months Ended				Six Months Ended
In millions	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
Defined Benefit Pension Plans
Service cost	$	9	$	6	$	18	$	14
Interest cost	23		21		46		40
Expected return on plan assets	(56)		(56)		(113)		(107)
Amortization of prior service credit	(1)		—		(1)		—
Amortization of net loss	27		28		54		58
Curtailment gain	—		—		—		(7)
Net periodic benefit cost (credit)	$	2	$	(1)	$	4	$	(2)
Other Postretirement Benefit Plan
Interest cost	$	1	$	1	$	2	$	2
Amortization of net gain	(2)		(1)		(4)		(2)
Net periodic benefit cost (credit)	$	(1)	$	—	$	(2)	$	—

14

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

NOTE 9 - FAIR VALUE MEASUREMENTS

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

The following table summarizes the fair value of the Corporation's financial instruments at June 30, 2022 and December 31, 2021:

Fair Value of Financial Instruments	Jun 30, 2022								Dec 31, 2021
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	$	(394)	$	—	$	(48)	$	(442)	$	(395)	$	—	$	(133)	$	(528)

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

Cost approximates fair value for all other financial instruments.

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NOTE 10 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 19 to the Consolidated Financial Statements included in the 2021 10-K.

Product and Services Agreements

The following table summarizes UCC’s transactions with TDCC and a TDCC subsidiary related to product and services agreements for the three and six months ended June 30, 2022 and 2021:

Product and Services Agreements Transactions	Three Months Ended				Six Months Ended
	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021		Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw materials purchases 1	$	563	$	495	$	1,068	$	978	Cost of sales
Commission expense	$	5	$	6	$	10	$	12	Sundry income (expense) - net
TDCC:
General administrative and overhead type services and service fee	$	16	$	18	$	32	$	35	Sundry income (expense) - net
Activity-based costs	$	22	$	18	$	42	$	37	Cost of sales

1.Period-end balances on hand are included in inventory. The increase in purchase costs was primarily due to higher feedstock costs.

Dividends

The following table summarizes cash dividends declared and paid to TDCC for the three and six months ended June 30, 2022 and 2021:

Cash Dividends Declared and Paid	Three Months Ended				Six Months Ended
	Jun 30, 2022		Jun 30, 2021		Jun 30, 2022		Jun 30, 2021
In millions
Cash dividends declared and paid	$	296	$	—	$	521	$	40

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

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

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

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

RESULTS OF OPERATIONS

Net Sales

Total net sales were $3,047 million for the first six months of 2022 compared with $2,329 million for the first six months of 2021, an increase of 31 percent. Net sales to related companies, principally to TDCC, were $2,944 million for the first six months of 2022 compared with $2,258 million for the first six months of 2021, an increase of 30 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

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In the first six months of 2022, average selling price increased 28 percent compared with the first six months of 2021. Price increased across almost all product lines, driven by tight industry supply and demand dynamics and rising raw material and feedstock costs, with the most significant price increases in glycol ethers, polyethylene, oxo alcohols, ethanolamines and plastics used for wire and cable applications. Volume for the first six months of 2022 increased 3 percent compared with the first six months of 2021. Volume increased across most product lines with the most significant volume increases in oxo alcohols and ethanolamines, partially offset by volume decreases in polyethylene, due to planned maintenance turnaround activity, and vinyl acetate monomers, due to a utility outage in the first quarter of 2022 which resulted in unplanned maintenance, downtime and process issues.

Cost of Sales

Cost of sales was $2,524 million for the first six months of 2022 compared with $2,245 million for the first six months of 2021, an increase of 12 percent. The increase in cost of sales was driven primarily by higher raw material and feedstock costs. Cost of sales in the first six months of 2022 was also negatively impacted by environmental charges of $37 million, resulting primarily from updated remediation estimates and scope changes on existing matters.

Provision for Income Taxes

The Corporation is subject primarily to U.S. federal and state taxes. For the first six months of 2022, the Corporation reported a tax provision of $110 million, which resulted in an effective tax rate of 23.6 percent compared with $5 million for the first six months of 2021, which resulted in an effective tax rate of 23.8 percent.

Net Income Attributable to UCC

The Corporation reported net income of $356 million for the first six months of 2022 compared with $16 million for the first six months of 2021. Net income for the first six months of 2021 was negatively impacted by production disruptions, increasing feedstock and energy costs not recovered through selling price increases, and repair and start-up costs due to extreme weather conditions and extended outages caused by Winter Storm Uri in the first quarter of 2021.

OTHER MATTERS

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements in the Corporation's 2021 10-K describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Corporation’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Corporation’s 2021 10-K. Since December 31, 2021, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

Asbestos-Related Matters

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

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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	2022	2021
Claims unresolved at Jan 1	8,747	9,126
Claims filed	2,388	2,081
Claims settled, dismissed or otherwise resolved	(2,275)	(2,184)
Claims unresolved at Jun 30	8,860	9,023
Claimants with claims against both UCC and Amchem	(2,106)	(2,498)
Individual claimants at Jun 30	6,754	6,525

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

For additional information, see Asbestos-Related Matters in Note 5 to the Consolidated Financial Statements; Part II, Item 1. Legal Proceedings; and Note 14 to the Consolidated Financial Statements included in the 2021 10-K.

Debt Covenants and Default Provisions

The Corporation’s outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation’s size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes. Management believes the Corporation was in compliance with the covenants referred to above at June 30, 2022.

Dividends

On a quarterly basis, the Corporation's Board of Directors ("the Board") reviews and determines if there will be a dividend distribution to its parent company and sole shareholder, TDCC. The Board takes into consideration the level of earnings and cash flows, among other factors, in determining the amount of the dividend distribution. For the first six months of 2022, the Corporation declared and paid cash dividends of $521 million to TDCC ($40 million for the first six months of 2021). On July 19, 2022, the Board approved a dividend to TDCC of $247 million, payable on or before September 30, 2022.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in the Corporation's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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Union Carbide Corporation and Subsidiaries

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Asbestos-Related Matters

No material developments in asbestos-related matters occurred in the first six months of 2022. For a current status of asbestos-related matters, see Note 5 to the Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Since December 31, 2021, there have been no material changes to the Corporation's Risk Factors, except as noted below:

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, a wholly owned subsidiary of Dow Inc., 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; taxes; and duties and tariffs. The imposition of additional regulations, controls, taxes 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 driven by inflationary pressures; political tensions; war, including the ongoing conflict between Russia and Ukraine and the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability 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.

In February 2022, Russia invaded Ukraine resulting in the United States, Canada, the European Union and other countries imposing economic sanctions on Russia. Dow suspended all purchases of feedstocks and energy from Russia and has significantly reduced its operations and product offerings in the country. Dow has also stopped all investments in and is only supplying limited essential goods to Russia. These actions have not had and are not expected to have a material impact on the Corporation’s financial condition or results of operations. However, the fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on TDCC’s financial condition, results of operations and cash flows, which could also negatively impact the Corporation. These include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on raw materials and energy; and heightened cybersecurity threats.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 6. EXHIBITS

EXHIBIT NO.	DESCRIPTION
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.
23 *	Ankura Consulting Group, LLC's Consent.
31.1 *	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

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 Union Carbide Corporation and Subsidiaries

Signatures

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

UNION CARBIDE CORPORATION

Date: July 22, 2022

/s/ RONALD C. EDMONDS

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

/s/ IGNACIO MOLINA

Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer

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