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 JulyApril 26, 2023,2024, 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; any global and regional economic impacts of a pandemic or 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 conflictconflicts between Russia and Ukraine;Ukraine and in the Middle East; 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 public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; 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 conflictconflicts between Russia and Ukraine;Ukraine and in the Middle East; weather events and natural disasters; disruptions in the Corporation’s information technology networks and systems;systems, including the impact of cyberattacks; 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,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, 2022.2023. 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 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, 20222023 ("20222023 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 ("CODM") 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 12 for additional information.

In the first quarter ofNovember 2023, the Corporation adopted the interim period disclosure requirements ofFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities — Supplier Finance Programs (Subtopic 405-50)2023-07, "Segment Reporting (Topic 280): Disclosure of Supplier Finance Program Obligations.Improvements to Reportable Segment Disclosures," The ASU, issued in September 2022, requires disclosureswhich is intended to enhance the transparency of supplier finance programs. Specifically, the amendments require buyers in a supplier finance programimprove reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to disclose sufficient information about the program to allow a user of financial statements tobetter understand the program’s nature, activity duringcomponents of a segment's profit or loss to assess potential future cash flows for each reportable segment and the period, changes from periodentity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to periodthe CODM, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and potential magnitude.requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2022, including2023, and interim periods within those fiscal years, except for disclosure of rollforward information, which is required to be disclosed annually and is effective for fiscal years beginning after December 15, 2023. Early2024, and early adoption is permitted. The adoption of the ASU is not expected to have a material impact on the Corporation's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments should be applied retrospectivelyin this ASU require a public entity to eachdisclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The adoption of the ASU is not expected to have a material impact on the Corporation's consolidated financial statements.

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted final rules under SEC Release Nos. 33-11275 and 34-99678, "The Enhancement and Standardization of Climate-Related Disclosures for Investors," which requires registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include requirements to disclose material climate-related risks; activities to mitigate or adapt to such risks; information about the board of directors' oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. Registrants are also required to disclose the financial statement effects of severe weather events and other natural conditions in the notes to the financial statements. Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas emissions, when material. As a non-accelerated filer, the Corporation is not required to disclose such greenhouse gas emissions information. The final rules include a phased-in compliance period in which a balance sheet is presented, except for disclosureall registrants, with most disclosures required for the Corporation for the year ending December 31, 2027. In April 2024, the SEC informed the U.S. Court of rollforward information, which should be applied prospectively.Appeals for the Eighth Circuit ("Court") that it would voluntarily stay the final rules until various legal challenges are resolved by the Court. The Corporation expects to early adoptis currently evaluating the impact of the final rules on its consolidated financial statements and annual requirement to disclose rollforward information prospectively beginning in the 2023 annual financial statements. See Note 6 for disclosures related to the Corporation's supplier finance program.disclosures.

Substantially all of the Corporation's revenue is generated by sales of products 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 1716 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 $32$30 million at June 30, 2023March 31, 2024 ($3331 million at December 31, 2022)2023), of which $2 million ($2 million at December 31, 2022)2023) was included in "Accrued and other current liabilities" and $30$28 million ($3129 million at December 31, 2022)2023) was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation disaggregates its revenue from contracts with customers by type of customer (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 program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets, which includes asset write-down and write-off charges. As a result of 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$10 million for severance and related benefit costs through June 30, 2023.March 31, 2024.

At June 30, 2023, a liabilityMarch 31, 2024, $2 million ($2 million at December 31, 2023) for severance and related benefit costs of $8 million was included in "Accrued and other current liabilities" and $2 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation is a party to a supply chain financing (“SCF”) program, facilitated by TDCC, which can be used in the ordinary course of business to extend payment terms with the Corporation's vendors. Under the terms of this program, a vendor can voluntarily enter into an agreement with a participating financial intermediary to sell its receivables due from the Corporation. The vendor receives payment from the financial intermediary, and the Corporation pays the financial intermediary on the terms originally negotiated with the vendor, which generally range from 90 to 120 days. The vendor negotiates the terms of the agreements directly with the financial intermediary and the Corporation is not a party to that agreement. The financial intermediary may allow the participating vendor to utilize TDCC's creditworthiness in establishing credit spreads and associated costs, which may provide the vendor with more favorable terms than they would be able to secure on their own. Neither TDCC nor the Corporation provide guarantees related to the SCF program. At June 30, 2023,March 31, 2024, the Corporation's outstanding obligations confirmed as valid under the SCF program were $30$27 million ($2927 million at December 31, 2022)2023), included in “Accounts payable – Trade” in the consolidated balance sheets.

A summary of the Corporation's commitments and contingencies can be found in Note 1312 to the Consolidated Financial Statements included in the 20222023 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 June 30, 2023,March 31, 2024, the Corporation had accrued obligations of $202$191 million for probable environmental remediation and restoration costs ($183194 million at December 31, 2022)2023), including $39$37 million for the remediation of Superfund sites ($3637 million at December 31, 2022)2023). 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.

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 20232024 activity, it was determined that no adjustment to the accrual was required at June 30, 2023.March 31, 2024.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $904$844 million at June 30, 2023March 31, 2024 ($947867 million at December 31, 2022), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets.2023). At June 30, 2023,March 31, 2024, approximately 2625 percent of the recorded claim liability related to pending claims and approximately 7475 percent related to future claims.

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 were as follows:

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 1615 to the Consolidated Financial Statements included in the 20222023 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 June 30, 2023March 31, 2024 and December 31, 2022:2023:

Cost approximates fair value for all other financial instruments.

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, 2023March 31, 2024 and 2022:2023:

The following table summarizes cash dividends declared and paid to TDCC for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:

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 $2,240$1,098 million for the first sixthree months of 20232024 compared with $3,047$1,075 million for the first sixthree months of 2022, a decrease2023, an increase of 262 percent. Net sales to related companies, principally to TDCC, were $2,176$1,067 million for the first sixthree months of 20232024 compared with $2,944$1,038 million for the first sixthree months of 2022, a decrease2023, an increase of 263 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

Average selling price for the first sixthree months of 20232024 decreased 189 percent compared with the first sixthree months of 2022.2023. Price decreased in almost allmost product lines in response to lower raw material and feedstock costs.costs, with the most significant decreases in plastics used for wire and cable applications, oxo alcohols, polyethylene and vinyl acetate monomers. Volume for the first sixthree months of 2023 decreased 82024 increased 11 percent compared with the first sixthree months of 2022,2023, with decreases across most product lines. Volume decreases wereincreases primarily in polyethylene, glycol ethers surfactants, oxo alcohols and vinyl acetate monomers, whichas the first three months of 2023 were negatively impacted by various factors, including reduced demand, internal and external raw material supply limitations andlarge planned maintenance turnaround activities.projects, lower demand and limited raw material supply. Volume for the first three months of 2024 was negatively impacted by lost production due to a freeze event as well as a temporary loss of steam in January 2024 which impacted ethylene oxide production.

Cost of sales was $1,906$931 million for the first sixthree months of 20232024 compared with $2,524$981 million for the first sixthree months of 2022,2023, a decrease of 245 percent. The decrease in cost of sales was driven primarily by lower raw material, feedstock and energy costs, on lower volume.spending for large planned maintenance turnaround projects and insurance recoveries received from TDCC for the Corporation’s share of covered losses due to an unplanned shutdown of the Corporation's manufacturing site in Seadrift, Texas, in October 2023. Cost of sales as a percentage of net sales was 85.184.8 percent for the first sixthree months of 20232024 compared with 82.891.3 percent for the first sixthree months of 2022.2023.

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 program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets, which include asset write-down and

The Corporation expects to incur additional costs in the future related to its restructuring activities. Future costs are expected to include demolition costs related to closed facilities and restructuring plan implementation costs; these costs 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.

Sundry income (expense) – net includes a variety of income and expense items such as charges for management services provided by TDCC, non-operating pension and other postretirement benefit plan credits or costs, commissions and gains and losses on sales of investments and assets losses on early extinguishment of debt and gains and losses on foreign currency exchange.

Sundry income (expense) – net in the first sixthree months of 20232024 was expense of $45$25 million compared with $28$22 million in the first sixthree months of 2022.2023. The increase was primarily the result of lower nethigher non-operating defined benefit pension and other postretirement benefit plan credits resultingcosts, which resulted from higher interest cost and lower expected returnreturns on plan assets, partially offset by lower net actuarial loss amortization relatedinterest costs. The increase in non-operating pension costs was partially offset by a $2 million gain on the sale of the Corporation's ownership interest in a TDCC joint venture to the plans.a TDCC subsidiary. See Note 10 to the Consolidated Financial Statements for additional information about the Corporation's defined benefit pension and other postretirement benefit plans.

Interest income was $20$33 million for the first sixthree months of 20232024 compared with $3$11 million for the first sixthree months of 2022.2023. The increase in interest income primarily resulted from interest earned on a term loan receivable from a related party, received on December 1, 2023, in exchange for UCC's interest in a TDCC subsidiary that manages certain site infrastructure assets for UCC and TDCC on the significant increase in interest rates since the first quarter of 2022.U.S. Gulf Coast.

Interest expense and amortization of debt discount was $10$3 million in the first sixthree months of 20232024 compared with $14$6 million in the first sixthree months of 2022,2023, reflecting reduced interest expense resulting from the maturity and payment of $129 million of long-term debt of $129 million in April 2023.

The Corporation is subject primarily to U.S. federal and state taxes. For the first sixthree months of 2023,2024, the Corporation reported a tax provision of $56$36 million, which resulted in an effective tax rate of 20.921.8 percent compared with $110a tax provision of $10 million for the first sixthree months of 2022,2023, which resulted in an effective tax rate of 23.618.2 percent. The tax rate for the first sixthree months of 2023 was favorably impacted by interest accrued on tax receivables.

The Corporation reported net income of $212$129 million for the first sixthree months of 20232024 compared with $356$45 million for the first sixthree months of 2022.2023.

Capital expenditures in the first sixthree months of 20232024 were $120$76 million compared with $50$58 million in the first sixthree months of 2022,2023, as the Corporation increased investmentcontinues to invest in production assets, and environmental protection projects, primarily on the U.S. Gulf Coast.

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 included in the Corporation's Annual Report on Form2023 10-K for the year ended December 31, 2022 ("2022 10-K") describes the significant accounting policies and methods used in the preparation

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:

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. 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 7 to the Consolidated Financial Statements; Part II, Item 1. Legal Proceedings; and Note 1312 to the Consolidated Financial Statements included in the 20222023 10-K.

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, 2023.March 31, 2024.

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 2023, the Corporation declared and paid cash dividends of $250 million to TDCC ($521 million for the first six months of 2022). On July 24, 2023, the Board approved a dividend to TDCC of $144 million, payable on or before September 29, 2023.

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.

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 quarter ended June 30, 2023,March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

No material developments in asbestos-related matters occurred in the first sixthree months of 2023.2024. For a current status of asbestos-related matters, see Note 7 to the Consolidated Financial Statements.

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.