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UK Union Carbide

Filed: 23 Oct 20, 7:41am
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 September 30, 2020

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 York13-1421730
(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 filerAccelerated filer
Non-accelerated filerSmaller 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 September 30, 2020, 935.51 shares of common stock were outstanding, all of which were held by the registrant’s parent, The Dow Chemical Company.

The registrant meets the conditions set forth in General Instruction 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 September 30, 2020

TABLE OF CONTENTS


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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.

FORWARD-LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of 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. Forward-looking statements may appear throughout this report, including without limitation, the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." These forward-looking statements often address expected future business and financial performance and financial condition, including the continuing global and regional economic impacts of the coronavirus disease 2019 pandemic; estimates regarding benefits achieved through contemplated restructuring activities, such as workforce reduction, manufacturing facility and/or asset closure; and expectations regarding the benefits and costs associated with each of the foregoing. In this context, forward looking statements often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions and variations or negatives of these words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from those projected, anticipated or implied in 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 the Corporation's Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. UCC 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.


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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries
Consolidated Statements of Income

 Three Months EndedNine Months Ended
In millions (Unaudited)Sep 30,
2020
Sep 30,
2019
Sep 30,
2020
Sep 30,
2019
Net trade sales$25 $31 $75 $106 
Net sales to related companies817 1,028 2,679 3,270 
Total net sales842 1,059 2,754 3,376 
Cost of sales787 854 2,359 2,706 
Research and development expenses17 19 
Selling, general and administrative expenses
Restructuring and asset related charges - net13 77 15 79 
Integration and separation costs
Sundry income (expense) - net45 (19)(58)
Interest income10 28 
Interest expense and amortization of debt discount26 21 
Income before income taxes73 103 346 515 
Provision (credit) for income taxes14 (19)73 38 
Net income attributable to Union Carbide Corporation$59 $122 $273 $477 
Depreciation$46 $43 $137 $128 
Capital expenditures$34 $40 $99 $145 
See Notes to the Consolidated Financial Statements.
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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income

 Three Months EndedNine Months Ended
In millions (Unaudited)Sep 30,
2020
Sep 30,
2019
Sep 30,
2020
Sep 30,
2019
Net income attributable to Union Carbide Corporation$59 $122 $273 $477 
Other comprehensive income, net of tax    
Cumulative translation adjustments
Pension and other postretirement benefit plans20 14 59 43 
Total other comprehensive income20 15 62 44 
Comprehensive income attributable to Union Carbide Corporation$79 $137 $335 $521 
See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries
Consolidated Balance Sheets
In millions, except share amounts (Unaudited)Sep 30,
2020
Dec 31,
2019
Assets
Current Assets  
Cash and cash equivalents$11 $11 
Accounts receivable:
Trade (net of allowance for doubtful receivables 2020: $0; 2019: $0)16 26 
Related companies694 658 
Other21 17 
Income taxes receivable336 337 
Notes receivable from related companies1,498 1,505 
Inventories231 247 
Other current assets25 20 
Total current assets2,832 2,821 
Investments  
Investments in related companies237 238 
Other investments22 22 
Noncurrent receivables122 118 
Noncurrent receivables from related companies66 66 
Total investments447 444 
Property  
Property7,289 7,247 
Less accumulated depreciation5,970 5,878 
Net property1,319 1,369 
Other Assets  
Intangible assets (net of accumulated amortization 2020: $96; 2019: $90)18 22 
Operating lease right-of-use assets81 89 
Deferred income tax assets486 507 
Deferred charges and other assets29 26 
Total other assets614 644 
Total Assets$5,212 $5,278 
Liabilities and Equity
Current Liabilities  
Notes payable to related companies$18 $32 
Notes payable - other11 
Long-term debt due within one year
Accounts payable:
Trade214 218 
Related companies324 386 
Other26 10 
Operating lease liabilities - current15 16 
Income taxes payable25 25 
Asbestos-related liabilities - current90 105 
Accrued and other current liabilities156 126 
Total current liabilities880 925 
Long-Term Debt390 473 
Other Noncurrent Liabilities  
Pension and other postretirement benefits - noncurrent1,110 1,154 
Asbestos-related liabilities - noncurrent1,027 1,060 
Operating lease liabilities - noncurrent67 74 
Other noncurrent obligations192 194 
Total other noncurrent liabilities2,396 2,482 
Stockholder's Equity  
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)
Additional paid-in capital141 141 
Retained earnings3,008 2,922 
Accumulated other comprehensive loss(1,603)(1,665)
Union Carbide Corporation's stockholder's equity1,546 1,398 
Total Liabilities and Equity$5,212 $5,278 
See Notes to the Consolidated Financial Statements.
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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Cash Flows

 Nine Months Ended
In millions (Unaudited)Sep 30,
2020
Sep 30,
2019
Operating Activities  
Net income attributable to Union Carbide Corporation$273 $477 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization159 148 
Provision (credit) for deferred income tax(23)
Net (gain) loss on sales of property and investments(87)
Restructuring charges and asset related charges - net15 79 
Net periodic pension benefit cost41 39 
Pension contributions(2)(2)
Net loss on early extinguishment of debt19 
Changes in assets and liabilities:
Accounts and notes receivable11 
Related company receivables(29)39 
Inventories15 34 
Accounts payable14 (58)
Related company payables(76)(195)
Asbestos-related payments(49)(68)
Other assets and liabilities(21)14 
Cash provided by operating activities286 492 
Investing Activities  
Capital expenditures(99)(145)
Change in noncurrent receivable from related company(13)
Proceeds from sales of property98 
Proceeds from sales of investments
Cash used for investing activities(1)(154)
Financing Activities  
Dividends paid to parent(187)(338)
Changes in short-term notes payable
Payments on long-term debt(84)(1)
Transaction financing, debt issuance and other costs(19)
Cash used for financing activities(285)(338)
Summary  
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period11 13 
Cash and cash equivalents at end of period$11 $13 
See Notes to the Consolidated Financial Statements.
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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Equity

 Three Months EndedNine Months Ended
In millions (Unaudited)Sep 30,
2020
Sep 30,
2019
Sep 30,
2020
Sep 30,
2019
Common Stock  
Balance at beginning and end of period$$$$
Additional Paid-in Capital  
Balance at beginning and end of period141 138 141 138 
Retained Earnings  
Balance at beginning of period2,974 2,882 2,922 3,338 
Net income attributable to Union Carbide Corporation59 122 273 477 
Dividends declared(25)(112)(187)(922)
Other(1)
Balance at end of period3,008 2,892 3,008 2,892 
Accumulated Other Comprehensive Loss, Net of Tax  
Balance at beginning of period(1,623)(1,532)(1,665)(1,561)
Other comprehensive income20 15 62 44 
Balance at end of period(1,603)(1,517)(1,603)(1,517)
Union Carbide Corporation's Stockholder's Equity$1,546 $1,513 $1,546 $1,513 
See Notes to the Consolidated Financial Statements.
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Union Carbide Corporation and Subsidiaries
(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents



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, 2019.

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 separable reportable business segments for UCC under the accounting guidance related to segment reporting and no detailed business information is provided to a chief operating decision maker regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

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

Intercompany transactions and balances are eliminated in consolidation. Transactions with the Corporation’s parent company, TDCC, and other subsidiaries of TDCC, have been reflected as related company transactions in the consolidated financial statements. See Note 15 for additional information.


NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In the third quarter of 2020, the Corporation adopted Accounting Standards Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The new standard is effective March 12, 2020 through December 31, 2022, with the adoption date dependent upon the Corporation’s election. The Corporation has elected to apply the optional expedients and exceptions provided by the new guidance as modifications are made to relevant contracts, hedging relationships and other transactions during the reference rate reform transition period. As the amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting, the application of this guidance has not and will not have a material impact on the consolidated financial statements.

Accounting Guidance Issued But Not Adopted at September 30, 2020
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Corporation will adopt the new guidance in the first quarter of 2021 and the adoption of this guidance is not expected to have a material impact on the consolidated financial statements.


NOTE 3 - BUSINESS SEPARATION
On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. UCC remains a wholly owned subsidiary of TDCC.

In the first quarter of 2019, in anticipation of DowDuPont's intended separation of its materials science business, UCC's assets and liabilities aligned with TDCC's specialty products business were transferred to TDCC as part of the internal reorganization steps to align TDCC's specialty products business to DowDuPont. In order to align entity ownership under TDCC, UCC distributed shares and assets to TDCC through dividends or asset distributions. As a result, in February 2019, UCC issued to TDCC a dividend of 1,067 shares of common stock of Dow International Holdings Company (“DIHC”), a cost method investment, resulting in a reduction in "Investments in related companies" of $401 million. UCC also transferred, as an asset distribution, the assets and liabilities aligned with TDCC's specialty products business for an additional dividend of $71 million to TDCC. The results of these transactions are reflected in “Investments in related companies” and “Retained earnings” in the consolidated balance sheets. See Note 15 for additional information.

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


NOTE 4 - REVENUE
Substantially all of the Corporation's revenue is generated by sales to TDCC. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. The Corporation's revenue related to sales of product was approximately 98 percent for the three months ended September 30, 2020 and 99 percent for the nine months ended September 30, 2020 (99 percent for the three and nine months ended September 30, 2019); the remaining revenue primarily related to the licensing of patents and technology. The Corporation sells its products to TDCC to simplify the customer interface process.

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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 21 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 $39 million at September 30, 2020 ($41 million at December 31, 2019), of which $3 million ($4 million at December 31, 2019) was included in "Accrued and other current liabilities" and $36 million ($37 million at December 31, 2019) was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation disaggregates its revenue from contracts with customers by type of customer (sales to related parties and sales to trade customers) as presented 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 5 - DIVESTITURES
Divestiture of Rail Infrastructure Operations and Assets
On July 2, 2020, TDCC entered into a definitive agreement to sell its rail infrastructure operations and assets at certain sites in the U.S. and Canada to an affiliate of Watco Companies, L.L.C. ("Watco affiliate") and the transaction closed September 30, 2020. As part of this transaction, UCC sold its related operations and assets, including existing agreements to provide rail services to unrelated third parties, located at its sites in St. Charles, Louisiana, and Seadrift, Texas, with a net book value of $9 million, to the Watco affiliate. UCC retained ownership of the sites and underlying real property where the divested operations are located. UCC and the Watco affiliate entered into mutual long-term service agreements designed to ensure the continuation of rail services for UCC's existing operations at the impacted sites. The rail-service agreements include variable fees that have an initial term of 25 years. As part of the sale, UCC received proceeds of $95 million from TDCC, subject to customary post-closing adjustments, and recognized a pretax gain on the sale of $86 million, included in "Sundry income (expense) - net" in the consolidated statements of income. See Note 15 for more information on the cash management process.

The Corporation evaluated the divestiture of the rail infrastructure operations and assets and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, the divestiture is not reported as discontinued operations.

Divestiture of Marine and Terminal Operations and Assets
On September 14, 2020, TDCC entered into a definitive agreement to divest certain U.S. Gulf Coast marine and terminal operations and assets for expected cash proceeds of $620 million. Included in the transaction are certain operations and assets located at UCC's site in St. Charles, Louisiana, and therefore, the Corporation will receive a pro rata share of the expected cash proceeds. In addition, TDCC has entered into mutual long-term service agreements with the buyer, effective upon closing of the transaction, designed to ensure the continuation of marine and terminal services for existing UCC operations at the impacted site. The transaction is expected to close in the fourth quarter of 2020, subject to customary regulatory approvals and other closing conditions, and the Corporation expects to record a gain on the transaction.


NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
2020 Restructuring Program
On September 30, 2020, the Corporation's Board of Directors (the "Board") approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by coronavirus disease 2019 ("COVID-19"). The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets ("2020 Restructuring Program"). These actions are expected to be substantially complete by the end of 2021.

As a result of these actions, in the third quarter of 2020, the Corporation recorded pretax restructuring charges of $13 million, consisting of severance and related benefit costs of $9 million and asset write-downs and write-offs of $4 million. The impact of these charges was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

At September 30, 2020, $7 million was included in "Accrued and other current liabilities" and $2 million was included in "Other noncurrent obligations" in the consolidated balance sheets.
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DowDuPont Cost Synergy Program
In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont’s cost synergy targets. As this restructuring program has ended, the Corporation had no restructuring charges related to this program in the third quarter of 2020, compared with restructuring charges for severance and related benefit costs of $2 million in the third quarter of 2019. For the nine months ended September 30, 2020, the Corporation recorded restructuring charges related to this program of $2 million for severance and related benefit costs, compared with $4 million for the nine months ended September 30, 2019.

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.

2019 Asset Related Charges
On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line. The sale was completed in the fourth quarter of 2019 and included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included TDCC-owned railcars that were transferred to UCC in the fourth quarter of 2019 in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019, resulting in a pretax impairment charge of $75 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia site as a tenant.

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


NOTE 7 - INVENTORIES
The following table provides a breakdown of inventories:

InventoriesSep 30, 2020Dec 31, 2019
In millions
Finished goods$159 $162 
Work in process28 31 
Raw materials34 47 
Supplies90 92 
Total$311 $332 
Adjustment of inventories to a LIFO basis(80)(85)
Total inventories$231 $247 


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NOTE 8 - INTANGIBLE ASSETS
The following table provides information regarding the Corporation’s intangible assets:

Intangible AssetsSep 30, 2020Dec 31, 2019
In millionsGross
Carrying Amount
Accumulated AmortizationNetGross
Carrying Amount
Accumulated AmortizationNet
Intangible assets with finite lives:      
Developed technology$33 $(33)$$33 $(33)$
Software81 (63)18 79 (57)22 
Total intangible assets$114 $(96)$18 $112 $(90)$22 

Total estimated amortization expense for 2020 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2020$
2021$
2022$
2023$
2024$
2025$


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NOTE 9 - NOTES PAYABLE AND LONG-TERM DEBT

Notes PayableSep 30, 2020Dec 31, 2019
In millions
Notes payable to banks and other lenders$11 $
Notes payable to related companies18 32 
Total notes payable$29 $38 
Period-end average interest rates1.22 %1.88 %

Long-Term Debt2020 Average RateSep 30, 20202019 Average RateDec 31, 2019
In millions
Promissory notes and debentures:
Debentures due 20237.875 %$129 7.875 %$175 
Debentures due 20256.79 %12 6.79 %12 
Debentures due 20257.50 %113 7.50 %150 
Debentures due 20967.75 %135 7.75 %135 
Finance lease obligations 1
Unamortized debt discount and issuance costs(3)(4)
Long-term debt due within one year(1)(1)
Total long-term debt$390 $473 
1.See Note 11 for additional information.

Maturities of Long-Term Debt for Next Five Years at Sep 30, 2020
In millions
2020$
2021$
2022$
2023$131 
2024$
2025$125 

2020 Activity
In September 2020, TDCC concluded a cash tender offer that included $83 million aggregate principal amount of certain notes issued by the Corporation. As a result of the tender offer, the Corporation retired $46 million of 7.875 percent notes due 2023 and $37 million of 7.50 percent notes due 2025 and recognized a $19 million loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income.

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.
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NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES
Environmental Matters
Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At September 30, 2020, the Corporation had accrued obligations of $126 million for probable environmental remediation and restoration costs, including $19 million for the remediation of Superfund sites. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two and a half times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Corporation's results of operations, financial condition and cash flows. It is the opinion of the Corporation’s management that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Corporation’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. As new or additional information becomes available and/or certain spending trends become known, management will evaluate such information in determination of the current estimate of the environmental liability. At December 31, 2019, the Corporation had accrued obligations of $132 million for probable environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites.

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

Litigation
Asbestos-Related Matters
A summary of asbestos-related matters can be found in Note 14 to the Consolidated Financial Statements included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.

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

Estimating the Asbestos-Related Liability
Since 2003, the Corporation has engaged Ankura Consulting Group, LLC ("Ankura"), a third party actuarial specialist, to review the Corporation's historical asbestos-related claim and resolution activity in order to assist UCC management in estimating the asbestos-related liability. Each year, the Corporation requests Ankura to review its claim and resolution activity, including asbestos-related defense and processing costs, to determine the appropriateness of updating the most recent Ankura study.

Based on the review completed by Ankura in December 2019 and the Corporation's internal review process, the Corporation's total asbestos-related liability through the terminal year of 2049, including asbestos-related defense and processing costs, was $1,165 million at December 31, 2019, and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets.

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 Ankura study and
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determines whether a change in the estimate is warranted. Based on the Corporation's review of 2020 activity, it was determined that no adjustment to the accrual was required at September 30, 2020.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $1,117 million at September 30, 2020, and approximately 19 percent of the recorded claim liability related to pending claims and approximately 81 percent related to future claims.

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

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

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


NOTE 11 - LEASES
For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.

The components of lease cost for operating and finance leases for the three and nine months ended September 30, 2020 and 2019 were as follows:

Lease CostThree Months EndedNine Months Ended
In millionsSep 30, 2020Sep 30, 2019Sep 30, 2020Sep 30, 2019
Operating lease cost$$$15 $18 
Short-term lease cost17 20 
Variable lease cost
Amortization of right-of-use assets - finance
Total lease cost$13 $14 $39 $42 

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

Other Lease InformationNine Months Ended
In millionsSep 30, 2020Sep 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$14 $18 
Financing cash flows for finance leases$$

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The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at September 30, 2020 and December 31, 2019:

Lease PositionBalance Sheet ClassificationSep 30, 2020Dec 31, 2019
In millions
Right-of-use assets obtained in exchange for lease obligations:
Operating leases 1
$$105 
Finance leases$$
Assets
Operating lease assetsOperating lease right-of-use assets$81 $89 
Finance lease assetsProperty12 12 
Finance lease amortizationAccumulated depreciation(7)(6)
Total lease assets$86 $95 
Liabilities
Current
OperatingOperating lease liabilities - current$15 $16 
FinanceLong-term debt due within one year
Noncurrent
OperatingOperating lease liabilities - noncurrent67 74 
FinanceLong-Term Debt
Total lease liabilities$87 $96 
1.Includes $99 million for the period ended December 31, 2019 related to the adoption of ASU 2016-02, "Leases (Topic 842)," and the associated ASUs, in the first quarter of 2019.

The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at September 30, 2020 and December 31, 2019 are provided below:

Lease Term and Discount RateSep 30, 2020Dec 31, 2019
Weighted-average remaining lease term
Operating leases5.9 years6.3 years
Finance leases3.6 years4.5 years
Weighted-average discount rate
Operating leases3.99 %4.13 %
Finance leases4.03 %4.22 %

The following table provides the maturities of lease liabilities at September 30, 2020:

Maturities of Lease LiabilitiesSep 30, 2020
Operating LeasesFinance Leases
In millions
2020$$
202117 
202216 
202314 
202414 
2025 and thereafter27 
Total future undiscounted lease payments$93 $
Less imputed interest11 
Total present value of lease liabilities$82 $

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At September 30, 2020, the Corporation had additional leases of approximately $16 million for equipment and a rail yard, which had not yet commenced. These leases are expected to commence in 2020 and 2021, with lease terms of up to 20 years.


NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and nine months ended September 30, 2020 and 2019 were as follows:

Accumulated Other Comprehensive LossThree Months EndedNine Months Ended
In millionsSep 30, 2020Sep 30, 2019Sep 30, 2020Sep 30, 2019
Cumulative Translation Adjustment
Beginning balance$(53)$(57)$(56)$(57)
Gains (losses) on foreign currency translation(1)
(Gains) losses reclassified from AOCL to net income 1
Other comprehensive income, net of tax
Ending balance$(53)$(56)$(53)$(56)
Pension and Other Postretirement Benefits
Beginning balance$(1,570)$(1,475)$(1,609)$(1,504)
Amortization and recognition of net loss 2
26 18 77 56 
Less: Tax expense (benefit) 3
(6)(4)(18)(13)
Other comprehensive income, net of tax20 14 59 43 
Ending balance$(1,550)$(1,461)$(1,550)$(1,461)
Total AOCL ending balance$(1,603)$(1,517)$(1,603)$(1,517)
1.Reclassified to "Sundry income (expense) - net."
2.These AOCL components are included in the computation of net periodic benefit cost of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 13 for additional information.
3.Reclassified to "Provision for income taxes."


NOTE 13 - 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 Corporation's Annual Report on Form 10-K for the year ended December 31, 2019. The following table provides the components of the Corporation's net periodic benefit cost for all significant plans:

Net Periodic Benefit Cost for All Significant PlansThree Months EndedNine Months Ended
In millionsSep 30, 2020Sep 30, 2019Sep 30, 2020Sep 30, 2019
Defined Benefit Pension Plans  
Service cost$$$26 $27 
Interest cost28 36 84 108 
Expected return on plan assets(50)(52)(150)(158)
Amortization of net loss27 20 81 62 
Net periodic benefit cost$14 $13 $41 $39 
Other Postretirement Benefit Plan
Service cost$$$$
Interest cost
Amortization of net gain(1)(2)(4)(6)
Net periodic benefit cost$— $$$

Net periodic benefit cost, other than the service cost component, is included in "Sundry income (expense) - net" in the consolidated statements of income.
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NOTE 14 - FAIR VALUE MEASUREMENTS
The Corporation's financial instruments are classified as Level 2 measurements. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

The following table summarizes the fair value of the Corporation's financial instruments at September 30, 2020 and December 31, 2019:

Fair Value of Financial InstrumentsSep 30, 2020Dec 31, 2019
In millionsCostGainLossFair ValueCostGainLossFair Value
Cash equivalents 1
$10 $$$10 $10 $$$10 
Long-term debt including debt due within one year$(391)$$(95)$(486)$(474)$$(115)$(589)
1.Money market fund is included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value.

Cost approximates fair value for all other financial instruments.

Fair Value Measurements on a Nonrecurring Basis
As part of the 2020 Restructuring Program, the Corporation rationalized its manufacturing assets to further enhance competitiveness while the COVID-19 economic recovery gains traction. In the third quarter of 2020, the manufacturing assets associated with this plan, classified as Level 3 measurements and valued using unobservable inputs, were written down to zero and the Corporation recorded an impairment charge of $4 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income.


NOTE 15 - RELATED PARTY TRANSACTIONS
The Corporation sells its products to TDCC to simplify the customer interface process. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. After each quarter, the Corporation and TDCC analyze the pricing used for the sales in that quarter and reach agreement on any necessary adjustments, at which point the prices are final. The Corporation also procures certain commodities and raw materials through a TDCC subsidiary and pays a commission to that TDCC subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense was included in "Sundry income (expense) - net" in the consolidated statements of income. Purchases from that TDCC subsidiary were $270 million in the third quarter of 2020 ($247 million in the third quarter of 2019) and $707 million during the first nine months of 2020 ($861 million during the first nine months of 2019). The decrease in purchase costs for the nine months ended September 30, 2020 when compared with the same period last year was primarily due to lower feedstock and energy costs.

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. This agreement resulted in expense of $7 million in the third quarter of 2020 ($6 million in the third quarter of 2019) and $23 million for the first nine months of 2020 ($18 million for the first nine months of 2019) for general administrative and overhead type services and the 10 percent service fee, included in "Sundry income (expense) - net" in the consolidated statements of income. The remaining activity-based costs were $19 million in the third quarter of 2020 ($21 million in the third quarter of 2019) and $66 million for the first nine months of 2020 ($65 million for the first nine months of 2019), and were included in "Cost of sales" in the consolidated statements of income.

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.

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

As part of TDCC’s cash management process, UCC is a party to revolving loans with TDCC that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At September 30, 2020, the Corporation had a note receivable of $1.5 billion ($1.5 billion at December 31, 2019) from TDCC under a revolving loan agreement. The Corporation may draw from this note receivable in support of its daily working capital requirements and, as such, the net effect of cash inflows and outflows under this revolving loan agreement is presented in the consolidated statements of cash flows as an operating activity.

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

On a quarterly basis, 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. In the third quarter of 2020, the Corporation declared and paid a cash dividend of $25 million to TDCC; cash dividends to TDCC totaled $187 million for the first nine months of 2020. In the third quarter of 2019, the Corporation declared a dividend of $112 million to TDCC, which was paid on October 3, 2019; cash dividends paid to TDCC totaled $338 million for the first nine months of 2019.

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


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

TDCC conducts its worldwide operations through global businesses. UCC's business activities comprise components of TDCC’s global businesses rather than stand-alone operations. Because there are no separable 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.


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Statement on COVID-19 and Oil Price Volatility
Overview of UCC’s Response to COVID-19
The pandemic caused by coronavirus disease 2019 ("COVID-19") has impacted all geographic regions where UCC’s products are produced and sold. Financial markets were volatile towards the end of the first quarter and early in the second quarter of 2020, primarily due to uncertainty with respect to the severity and duration of the pandemic, coupled with fluctuations in crude oil prices due in part to the global spread of COVID-19. As the second quarter progressed, crude oil prices increased, driven by improved supply/demand fundamentals and those conditions continued in the third quarter. Financial markets also continued a gradual recovery in the third quarter of 2020.

Dow Inc. (together, with TDCC and its consolidated subsidiaries, “Dow”) directs global safety, crisis management and security protocols for all of Dow’s assets and workforce, which includes the assets and workforce of UCC. UCC’s primary manufacturing operations are in the United States, where efforts to contain the spread of COVID-19 resulted in significant mitigation measures, including social distancing and stay-at-home mandates, travel restrictions and/or bans, and restricted access to certain corporate facilities and manufacturing sites. The Corporation’s manufacturing facilities in the United States have been designated essential operations by state and local governments and all of UCC’s manufacturing sites and facilities, including its smaller sites in Asia Pacific, continue to operate and are doing so safely, having implemented social distancing and enhanced health, safety and sanitization measures as directed by Dow’s regional Crisis Management Teams (“CMTs”). The CMTs continue to work closely with site leadership and are adjusting alert levels as warranted on a site by site basis. In the second quarter of 2020, the CMTs initiated implementation of Dow’s comprehensive return to workplace plan ("RTW Plan") that is tailored for each site and includes a number of health and safety measures to be followed in a gradual and phased approach. Employees in the United States have slowly been returning to the workplace, in accordance with the RTW Plan, and the Corporation expects that to continue in the fourth quarter of 2020. The Corporation continues to encourage its workforce to follow safety measures when away from work to help prevent community spread of COVID-19.

During this public health crisis, UCC is focused on the health and safety of its employees, contractors, customers and suppliers around the world and maintaining safe and reliable operations of its manufacturing sites. Although supply disruptions and related logistical issues have posed challenges across all modes of transportation, UCC’s manufacturing sites have continued to operate during the COVID-19 pandemic, with no significant impact to manufacturing whether through shutdowns or shortages in labor, raw materials or personal protective equipment. Supply chain and logistical challenges are expected to continue to ease through the remainder of 2020, absent significant impacts from COVID-19 infection resurgences.

Dow has taken proactive measures to electively focus on cash and maintain financial strength with a continued emphasis on safe, reliable operations and disciplined capital allocation. In accordance with these actions, the Corporation reduced its 2020 capital expenditures target to approximately $130 million and temporarily idled one of the Corporation’s U.S. polyethylene production units to balance production to demand across markets more severely affected by restrained economic activity. The polyethylene production unit returned to more normalized operating rates in the third quarter. Further, on September 30, 2020, the Corporation's Board of Directors (the "Board") approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by COVID-19. The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets. See Note 6 to the Consolidated Financial Statements for additional information.

Review of 2020 Financial Impacts from COVID-19
The Corporation's sales declined 20 percent in the first nine months of 2020 compared with the same period last year, as the COVID-19 pandemic disrupted the global economy and supply/demand fundamentals. Local price declined in the first quarter and continued to decline in the second quarter of 2020, largely impacted by lower global energy prices. In March and April 2020, crude oil prices declined significantly, due in part to the COVID-19 pandemic, coupled with increased supply from oil producers, resulting in margin compression in the second quarter of 2020. In the latter half of the second quarter and continuing into the third quarter, crude oil prices increased as supply/demand fundamentals improved, driving higher feedstock costs. However, decreased demand and continued margin compression negatively impacted operating results for the three months ended September 30, 2020 compared with the same quarter last year. See Results of Operations in this report for additional discussion of results for the three and nine months ended September 30, 2020.

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At the time of this filing, the ultimate severity and duration of the COVID-19 pandemic and oil price volatility cannot be reasonably estimated. The COVID-19 pandemic has had and could continue to have a substantial negative impact on the Corporation’s results of operations, financial condition and cash flows. The effects of the COVID-19 pandemic in the first nine months of 2020 and the additional risks associated with these conditions are more fully discussed in this report in Part II, Item 1A, Risk Factors. The Corporation is actively monitoring for potential financial impacts from the COVID-19 pandemic and oil price volatility, including, but not limited to: evaluating the recoverability of its assets; enhancing cyber security monitoring; and evaluating ongoing appropriateness of its estimates.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. There have been no significant impacts to the Corporation's results of operations or financial position resulting from the CARES Act in the three and nine months ended September 30, 2020. The Corporation continues to assess the provisions and potential impacts of this legislation and expects to realize certain effects of the CARES Act in the fourth quarter of 2020. At this time the Corporation does not expect the CARES Act to have a significant impact on the provision for income taxes in 2020.


RESULTS OF OPERATIONS
Net Sales
Total net sales were $842 million in the third quarter of 2020 compared with $1,059 million in the third quarter of 2019, a decrease of 20 percent. Total net sales were $2,754 million for the first nine months of 2020 compared with $3,376 million for the first nine months of 2019, a decrease of 18 percent. Net sales to related companies, principally to TDCC, and based on market prices for the related products, were $817 million in the third quarter of 2020 compared with $1,028 million in the third quarter of 2019, a decrease of 21 percent. Net sales to related companies were $2,679 million in the first nine months of 2020 compared with $3,270 million in the first nine months of 2019, a decrease of 18 percent.

Average selling price decreased 13 percent in the third quarter of 2020 compared with the same quarter last year. Price decreased across all products with the largest decreases in polyethylene, plastics used for wire and cable applications and oxo alcohols. Volume declined 7 percent in the third quarter of 2020 compared with the same quarter last year as lower demand for polyethylene, ethanolamines and glycol ethers and the absence of acetone derivatives volume due to the divestiture of the product line in the fourth quarter of 2019 more than offset improved demand for vinyl acetate monomers.

In the first nine months of 2020, average selling price decreased 17 percent compared with the first nine months of 2019, with price decreases across all products, primarily in response to lower feedstock and other raw material costs as well as margin compression, with the largest decreases in polyethylene, oxo alcohols, plastics used for wire and cable applications and glycol ethers. Volume for the first nine months of 2020 was down 1 percent compared with the first nine months of 2019, with decreases resulting from the divestiture of the Corporation's acetone derivatives product line as well as the Business Separation. These volume decreases were partially offset by increases in vinyl acetate monomers, which was unfavorably impacted in 2019 by planned maintenance turnaround activity, as well as increases in ethylene oxide/ethylene glycol and home and personal care products.

Cost of Sales
Cost of sales was $787 million in the third quarter of 2020 compared with $854 million in the third quarter of 2019, a decrease of 8 percent. Cost of sales decreased 13 percent from $2,706 million in the first nine months of 2019 to $2,359 million in the first nine months of 2020. The decline in cost of sales for the three months ended September 30, 2020 was driven primarily by the divestiture of the Corporation's acetone derivatives product line in the fourth quarter of 2019 and a one-time charge of $55 million related to environmental remediation matters at a number of current and historical sites, recorded in the third quarter of 2019. The decrease in cost of sales for the nine months ended September 30, 2020 was driven by the divestiture of the Corporation's acetone derivatives product line, the impact from the Business Separation, lower feedstock and other raw material costs and the one-time charge related to environmental remediation matters recorded in the third quarter of 2019. See Note 10 to the Consolidated Financial Statements for additional information about the Corporation's environmental matters.


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Research and Development ("R&D"), Selling, General and Administrative ("SG&A") Expenses
R&D expenses were $6 million in the third quarter of 2020 and 2019. For the first nine months of 2020, R&D expenses were $17 million compared with $19 million in the first nine months of 2019. SG&A expenses were $2 million in the third quarter of 2020 and 2019. For the first nine months of 2020, SG&A expenses were $6 million compared with $4 million in the first nine months of 2019. The increase in SG&A expenses was driven primarily by administrative fees associated with ongoing service arrangements.

Restructuring and Asset Related Charges - Net
2020 Restructuring Program
On September 30, 2020, the Board approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by COVID-19. The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets ("2020 Restructuring Program"). These actions are expected to be substantially complete by the end of 2021.

As a result of these actions, in the third quarter of 2020 the Corporation recorded pretax restructuring charges of $13 million, consisting of severance and related benefit costs of $9 million and asset write-downs and write-offs of $4 million. The impact of these charges was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

DowDuPont Cost Synergy Program
In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont’s cost synergy targets. As this restructuring program has ended, the Corporation had no restructuring charges related to this program in the third quarter of 2020, compared with restructuring charges for severance and related benefit costs of $2 million in the third quarter of 2019. For the nine months ended September 30, 2020, the Corporation recorded program related restructuring charges of $2 million for severance and related benefit costs, compared with $4 million for the nine months ended September 30, 2019.

Asset Related Charges
On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line. The sale was completed in the fourth quarter of 2019 and included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included TDCC-owned railcars that were transferred to UCC in the fourth quarter of 2019 in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019, resulting in a pretax impairment charge of $75 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia site as a tenant.

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

Sundry income (expense) - net in the third quarter of 2020 was income of $45 million compared with expense of $19 million in the same quarter last year. For the first nine months of 2020, sundry income (expense) – net was income of $5 million compared with expense of $58 million in the first nine months of 2019. The increase in sundry income in the third quarter of 2020 was primarily the result of the sale of UCC's rail infrastructure operations and assets at UCC's sites in St. Charles, Louisiana, and Seadrift, Texas, which resulted in a pretax gain of $86 million, and was partially offset by a pretax loss of $19 million on the early extinguishment of debt, both included in "Sundry income (expense) - net" in the consolidated statements of income. Sundry income (expense) - net for the three and nine months ended September 30, 2020 was also impacted by increased expenses associated with the master services agreement with TDCC when compared with the same periods last year.

Interest Income
Interest income was $1 million in the third quarter of 2020 ($10 million for the first nine months of 2020) compared with $9 million in the third quarter of 2019 ($28 million for the first nine months of 2019). The decrease in interest income primarily resulted from the impact of the significant drop in interest rates due to the current interest rate environment.


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Interest Expense and Amortization of Debt Discount
Interest expense and amortization of debt discount was $7 million in the third quarter of 2020 and 2019. For the first nine months of 2020, interest expense and amortization of debt discount was $26 million compared with $21 million in the first nine months of 2019. The increase in interest expense and amortization of debt discount was primarily due to the recognition of interest and penalties related to the settlement of sales and use tax disputes in Seadrift, Texas, and Texas City, Texas.

Provision for Income Taxes
The Corporation reported a tax provision of $14 million in the third quarter of 2020, which resulted in an effective tax rate of 19.2 percent, compared with a credit for income taxes of $19 million in the third quarter of 2019, which resulted in an effective tax rate of negative 18.4 percent. For the first nine months of 2020, the Corporation reported a tax provision of $73 million, which resulted in an effective tax rate of 21.1 percent, compared with a tax provision of $38 million for the first nine months of 2019, which resulted in an effective tax rate of 7.4 percent. The effective tax rate fluctuates based on, among other factors, where income is earned. The tax rate was favorably impacted in the three and nine months ended September 30, 2019, due to the restoration of tax basis in assets, driven by a court judgment that did not involve the Corporation, and deductions allowed in the United States for certain sales to foreign customers.

Net Income Attributable to UCC
The Corporation reported net income of $59 million in the third quarter of 2020 compared with $122 million in the third quarter of 2019. Net income for the first nine months of 2020 was $273 million compared with $477 million in the first nine months of 2019.

Capital Expenditures
Capital spending in the third quarter of 2020 was $34 million ($40 million in the third quarter of 2019) and $99 million for the first nine months of 2020 ($145 million for the first nine months of 2019). Capital spending decreased as spending for U.S. Gulf Coast projects and site infrastructure projects continues to trend down and the Corporation reduced its 2020 capital expenditures target to retain the financial strength of the Corporation and Dow Inc.

Planned Sale of Marine and Terminal Operations and Assets
On September 14, 2020, TDCC entered into a definitive agreement to divest certain U.S. Gulf Coast marine and terminal operations and assets for expected cash proceeds of $620 million. Included in the transaction are certain assets and equipment located at UCC's site in St. Charles, Louisiana. In addition, TDCC has entered into mutual long-term service agreements with the buyer, effective upon closing of the transaction, that are designed to ensure the continuation of marine and terminal services for existing UCC operations at the impacted site. The transaction is expected to close in the fourth quarter of 2020, subject to customary regulatory approvals and other closing conditions, and the Corporation expects to record a gain on the transaction.


OTHER MATTERS
Recent Accounting Guidance
See Note 2 to the Consolidated Financial Statements for a summary of recent accounting guidance.

Critical Accounting Estimates
The preparation of financial statements and related disclosures in 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 Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 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 2019 10-K. Since December 31, 2019, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.


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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.

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 Activity20202019
Claims unresolved at Jan 111,117 12,780 
Claims filed3,623 4,396 
Claims settled, dismissed or otherwise resolved(5,099)(5,763)
Claims unresolved at Sep 309,641 11,413 
Claimants with claims against both UCC and Amchem(3,168)(3,935)
Individual claimants at Sep 306,473 7,478 

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 10 to the Consolidated Financial Statements and Part II, Item 1. Legal Proceedings.

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 September 30, 2020.

Dividends
On a quarterly basis, 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. In the third quarter of 2020, the Corporation declared and paid a cash dividend of $25 million to TDCC ($187 million for the first nine months of 2020). In the third quarter of 2019, the Corporation declared a cash dividend of $112 million to TDCC, which was paid on October 3, 2019; cash dividends paid to TDCC totaled $338 million for the first nine months of 2019.

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


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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
Litigation
Asbestos-Related Matters
No material developments in asbestos-related matters occurred in the third quarter of 2020. For a current status of asbestos-related matters, see Note 10 to the Consolidated Financial Statements.

Environmental Proceedings
On October 23, 2019, UCC received a proposed Agreed Order from the Texas Commission on Environmental Quality (“TCEQ”) relating to emissions of ethylene oxide from a process leak at the Corporation's manufacturing facility in Seadrift, Texas. The proposed Agreed Order included an administrative penalty of $800,000. On December 30, 2019, the TCEQ sent a revised Agreed Order reducing the penalty to $600,000 based on UCC's corrective actions and allowing for half of the administrative penalty amount to be used to fund a Supplemental Environmental Project. UCC paid $300,000 in January 2020. The revised Agreed Order was approved by the TCEQ Commissioners on July 1, 2020 and UCC remitted final payment on July 29, 2020.


ITEM 1A. RISK FACTORS
Since December 31, 2019, there have been no material changes to the Corporation's Risk Factors, except as noted below:

Public Health Crisis: A public health crisis or global outbreak of disease, including the pandemic caused by coronavirus disease 2019 (“COVID-19”) has had, and could continue to have, a negative effect on the Corporation's manufacturing operations, supply chain and workforce, creating disruptions that could continue to have a substantial negative impact on the Corporation’s results of operations, financial condition and cash flows.
UCC sells substantially all of its products to TDCC in order to simplify the worldwide customer interface process and, as a result, the Corporation is subject to many of the same global risk factors facing TDCC, including those presented by COVID-19. The pandemic caused by COVID-19 has impacted all geographic regions where UCC's products are produced and sold. The global, regional and local spread of COVID-19 has resulted in significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, travel restrictions and/or bans, and restricted access to certain corporate facilities and manufacturing sites. Uncertainty with respect to the severity and duration of the COVID-19 pandemic, coupled with oil price fluctuations due in part to the global spread of COVID-19 and the continued increase in global cases, has contributed to the volatility of financial markets. While the severity and duration of the COVID-19 pandemic in key geographic regions and end-markets cannot be reasonably estimated at this time, impacts to the Corporation include, but are not limited to: a decrease in demand for certain Corporation products; price declines; reduced profitability; supply chain disruptions impeding the Corporation’s ability to ship and/or receive product; temporary idling or permanent closure of select manufacturing facilities and/or manufacturing assets; asset impairment charges; interruptions or limitations to manufacturing operations imposed by local, state or federal governments; workforce absenteeism and distraction; labor shortages; increased cyber security risk and data accessibility disruptions due to remote working arrangements; and workforce reductions. Additional risks may include, but are not limited to: shortages of key raw materials; additional asset impairment charges; increased obligations related to the Corporation’s pension and other postretirement benefit plans; and deferred tax valuation allowances. Disruptions and market volatility resulting from the COVID-19 pandemic have had and could continue to have a substantial negative impact on the Corporation’s results of operations, financial condition and cash flows.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


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ITEM 6. EXHIBITS

EXHIBIT NO.DESCRIPTION
23 *
Ankura Consulting Group, LLC's Consent.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSThe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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
Registrant

Date:October 23, 2020  
 By:/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
   
   
 By:/s/ IGNACIO MOLINA
  Ignacio Molina
  Vice President, Treasurer and
  Chief Financial Officer

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