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RELATED PARTY TRANSACTIONS (Notes)
12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block] RELATED PARTY TRANSACTIONS
U.S. Gulf Coast Infrastructure Assets
As part of the Corporation's and TDCC's application of a best-owner mindset when reviewing non-product producing assets and to allow UCC and TDCC to have more visibility into the operations and economics of such assets, on November 1, 2023, UCC and certain other TDCC subsidiaries contributed certain production supporting infrastructure assets on the U.S. Gulf Coast (which are not product-producing assets themselves) to a TDCC
subsidiary that will manage the contributed assets ("TDCC Infrastructure Subsidiary") in exchange for a membership interest ("Common Control Membership Interest") in the TDCC Infrastructure Subsidiary. The carrying value of net assets contributed by UCC was $389 million. In connection with this contribution, TDCC and UCC entered into various agreements, designating UCC to receive or provide certain site services as defined under the agreements. Such agreements were designed to ensure the continuation of services to support UCC's existing operations. UCC recognized equity earnings of $10 million in the fourth quarter of 2023 related to this investment, recorded in "Sundry income (expense) - net" in the consolidated statements of income.

On December 1, 2023, UCC sold its Common Control Membership Interest to another TDCC subsidiary in exchange for a $1,543 million term loan receivable, recorded in "Noncurrent receivables from related companies" in the consolidated balance sheets. This loan bears interest based on alternative reference rates and matures on December 1, 2043. This transaction was accounted for as a transfer between entities under common control, which resulted in an increase to additional paid in capital of $893 million, net of tax of $251 million, and recorded in "Additional Paid-in Capital" in the consolidated statements of equity.

Sale of Ownership Interest in Dow Technology Investments LLC ("DTIL")
In December 2023, the Corporation sold a portion of its 50 percent ownership interest in DTIL, which has no carrying value, to its joint venture partner, Dow Global Technologies LLC, a TDCC subsidiary, thereby reducing UCC's ownership interest in DTIL to 0.5 percent. As part of this transaction, the Corporation received cash proceeds and recognized a pretax gain of $206 million, recorded in "Sundry income (expense) - net" in the consolidated statements of income.

The Corporation evaluated the divestment of the infrastructure assets on the U.S. Gulf Coast and the sale of a portion of its ownership interest in DTIL and determined they did not represent strategic shifts 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, the transactions are not reported as discontinued operations.

Product and Services Agreements
The Corporation sells its products to TDCC to simplify the customer interface process. Products are sold to and purchased from TDCC at prices determined 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, raw materials, pipeline, storage and site services through TDCC and the TDCC Infrastructure Subsidiary and pays commissions and service fees based on the services, volume and type of commodities and raw materials purchased.

The Corporation also 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.

The following table summarizes UCC’s transactions with TDCC and a TDCC subsidiary related to product and services agreements for the years ended December 31, 2023, 2022 and 2021:

Product and Services Agreements Transactions202320222021Income Statement
In millionsClassification
Commodity and raw materials purchases 1
$1,078 $1,909 $1,915 Cost of sales
Commission expense$19 $19 $21 Sundry income (expense) - net
General administrative and overhead type services and service fee 2
$72 $65 $63 Sundry income (expense) - net
Activity-based costs 2
$158 $89 $74 Cost of sales
1.Period-end balances on hand are included in inventory. The 2023 decrease in purchase costs was primarily due to lower feedstock and energy costs on lower production.
2.The 2023 increase was due to changes in cost flows and the cost of site infrastructure services resulting from UCC's divestment of certain non-product producing infrastructure assets to another TDCC subsidiary in the fourth quarter of 2023.
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.

The Corporation incurred asset losses and other costs and experienced lost sales and margins due to severe weather events that impacted the U.S. Gulf Coast in 2021. These costs and losses are covered, in part, by an insurance program purchased by TDCC from its insurance affiliate. In December 2021, the Corporation recorded an insurance recovery of $114 million from TDCC for the Corporation’s share of covered losses and incurred costs, included in "Cost of sales" in the consolidated statements of income. Proceeds from this insurance recovery were received in 2022.

Tax Sharing Agreement
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 $113 million in 2023, $155 million in 2022 and $42 million in 2021.

Cash Management
As part of TDCC’s cash management process, UCC is a party to a revolving loan with TDCC that matures December 30, 2024 and has interest rates based on alternative reference rates, effective January 1, 2022, and based on LIBOR (London Interbank Offered Rate) in prior periods. At December 31, 2023, the Corporation had a note receivable of $799 million ($958 million at December 31, 2022) from TDCC under this agreement. The Corporation may draw from this note 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. 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, 2023, $948 million was available under the revolving credit agreement ($942 million at December 31, 2022). The cash collateral was reported as "Noncurrent receivables from related companies" in the consolidated balance sheets.

Dividends and Other Equity Transactions
On a quarterly basis, the Corporation's Board of Directors ("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.

The following table summarizes cash dividends declared and paid to TDCC for the years ended 2023, 2022 and 2021:

Cash Dividends Declared and Paid202320222021
In millions
Cash dividends declared and paid$512 $1,063 $288