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.

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).

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.

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).

At October 21, 2022,July 26, 2023, 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.

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.

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 continuingany global and regional economic impacts of the coronavirus disease 2019a pandemic andor 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, 2021.2022. 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.

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, 20212022 ("20212022 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.

TDCC conducts its worldwide operations through global businesses. The Corporation’s business activities comprise components of TDCC’s global operations 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.

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 1112 for additional information.

In September 2022, the Financial Accounting Standards Board issuedfirst quarter of 2023, the Corporation adopted the interim period disclosure requirements of Accounting Standards Update ("ASU") 2022-04, "Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,Obligations." whichThe ASU, issued in September 2022, requires disclosures intended to enhance the transparency of supplier finance programs. TheSpecifically, the amendments in this ASU require buyers in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period and potential magnitude. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is required to be disclosed annually and is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The amendments should be applied retrospectively to each period in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied prospectively. The Corporation is currently evaluatingexpects to early adopt the impact of adopting this guidance onannual requirement to disclose rollforward information prospectively beginning in the 2023 annual financial statements. See Note 6 for disclosures related to the Corporation's disclosures.supplier finance program.

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 1817 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$32 million at SeptemberJune 30, 20222023 ($3533 million at December 31, 2021)2022), of which $2 million ($2 million at December 31, 2021)2022) was included in "Accrued and other current liabilities" and $32$30 million ($3331 million at December 31, 2021)2022) 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(net sales to related companies and net 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.

In the first quarter of 2023, the Corporation initiated restructuring actions to achieve its structural cost improvement initiatives in response to the continued economic impact from the global recessionary environment and to enhance its agility and long-term competitiveness across the economic cycle. The following table providesprogram includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets, which includes asset write-down and write-off charges. As a breakdownresult of inventories:these actions, the Corporation recorded pretax restructuring charges of $14 million, included in "Restructuring and asset related charges - net" in the consolidated statements of income. The charges consisted of severance and related benefit costs of $12 million and asset write-downs and write-offs of $2 million. These actions are expected to be substantially complete by the end of 2024. The Corporation paid $2 million for severance and related benefit costs through June 30, 2023.

A summary of the Corporation's commitments and contingencies can be found in Note 1413 to the Consolidated Financial Statements included in the 20212022 10-K, which is incorporated by reference herein.

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 SeptemberJune 30, 2022,2023, the Corporation had accrued obligations of $179$202 million for probable environmental remediation and restoration costs ($148183 million at December 31, 2021)2022), including $26$39 million for the remediation of Superfund sites ($2336 million at December 31, 2021)2022). 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.

Each quarter, the Corporation reviews asbestos-related 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 20222023 activity, it was determined that no adjustment to the accrual was required at SeptemberJune 30, 2022.2023.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $958$904 million at SeptemberJune 30, 20222023 ($1,016947 million at December 31, 2021)2022), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. At SeptemberJune 30, 2022,2023, approximately 2526 percent of the recorded claim liability related to pending claims and approximately 7574 percent related to future claims.

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022 were as follows:

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 1716 to the Consolidated Financial Statements included in the 20212022 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), other than the service cost component, is included in "Sundry income (expense) - net" in the consolidated statements of income.

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 SeptemberJune 30, 20222023 and December 31, 2021:2022:

Cost approximates fair value for all other financial instruments.

The following table summarizes cash dividends declared and paid to TDCC for the three and ninesix months ended SeptemberJune 30, 20222023 and 2021:2022:

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.

Total net sales were $4,385$2,240 million for the first ninesix months of 20222023 compared with $3,604$3,047 million for the first ninesix months of 2021, an increase2022, a decrease of 2226 percent. Net sales to related companies, principally to TDCC, were $4,228$2,176 million for the first ninesix months of 20222023 compared with $3,502$2,944 million for the first ninesix months of 2021, an increase2022, a decrease of 2126 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

Inwrite-off charges. As a result of these actions, the first nine monthsCorporation recorded pretax restructuring charges of 2022, average selling price increased 18 percent compared with$14 million, included in "Restructuring and asset related charges - net" in the first nine monthsconsolidated statements of 2021. Price increased across almost all product lines, drivenincome. See Note 4 to the Consolidated Financial Statements for additional information about the Corporation's restructuring activities and related charges.

Sundry income (expense) – net includes a variety of income and expense items such as charges for management services provided by tight industry supplyTDCC, non-operating pension and demand dynamicsother postretirement benefit plan credits or costs, commissions, gains and rising raw materiallosses on sales of investments and feedstock costs, with the most significant price increases in glycol ethers, ethanolamines, oxo alcohols, plastics used for wireassets, losses on early extinguishment of debt and cable applicationsgains and ethyleneamines. Despite significant planned maintenance turnaround projects in 2022, volume for the first nine months of 2022 increased 4 percent compared with the first nine months of 2021, as Winter Storm Uri negatively impacted productionlosses on the U.S. Gulf Coastforeign currency exchange.

Sundry income (expense) – net in the first quartersix months of 2021 and Hurricane Ida negatively impacted production at the Corporation's St. Charles, Louisiana, operations2023 was expense of $45 million compared with $28 million in the third quarterfirst six months of 2021. Volume increased across most product lines, with2022. The increase was primarily the most significant volume increases in acrylic monomers, homeresult of lower net non-operating pension and personal care products, ethanolaminesother postretirement benefit plan credits resulting from higher interest cost and polyglycols. These increases werelower expected return on assets, partially offset by a volume decrease in vinyl acetate monomers ("VAM"), due to a utility outage in the first quarter of 2022, which resulted in unplanned maintenance, downtime and process issues, and planned maintenance turnaround projects in the third quarter of 2022 that constrained VAM production.

Interest income was $9$20 million for the first ninesix months of 20222023 compared with $2$3 million for the first ninesix months of 2021.2022. The increase in interest income primarily resulted from the significant increase in interest rates since the first quarter of 2022.

The Corporation is subject primarily to U.S. federal and state taxes. For the first ninesix months of 2022,2023, the Corporation reported a tax provision of $144$56 million, which resulted in an effective tax rate of 23.320.9 percent compared with $59$110 million for the first ninesix months of 2021,2022, which resulted in an effective tax rate of 33.023.6 percent. InThe tax rate for the third quarterfirst six months of 2021, the Corporation recognized an uncertain2023 was favorably impacted by interest accrued on tax position related to litigation in a foreign jurisdiction which negatively impacted the effective tax rate.receivables.

The Corporation reported net income of $475$212 million for the first ninesix months of 20222023 compared with $120$356 million for the first ninesix months of 2021. Net income for the first nine 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 Uri2022.

Capital expenditures in the first quartersix months of 2021 and Hurricane Ida2023 were $120 million compared with $50 million in the third quarterfirst six months of 2021.

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 2021Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 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 20212022 10-K. Since December 31, 2021,2022, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

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.

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: