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 ~~March~~June 3130, 2026

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

For the transition period from __________to___________

Commission File Number: 1-1463

Union Carbide Corporation

(Exact name of registrant as specified in its charter)


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

7501 STATE HIGHWAY 185 NORTH, SEADRIFT, TX 77983

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 361-553-2769

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

☐

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

☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☐

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

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

☐

Yes

☑

At ~~April~~July 24, 2026, 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 therefore is filing this form with the reduced disclosure format.

Table of Contents

Union Carbide Corporation

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended ~~March~~June 3130, 2026

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Consolidated Statements of Income.	4
	Consolidated Statements of Comprehensive Income.	5
	Consolidated Balance Sheets.	6
	Consolidated Statements of Cash Flows.	7
	Consolidated Statements of Equity.	8
	Notes to the Consolidated Financial Statements.	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1516
	Results of Operations.	16
	Other Matters.	1718
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1819
Item 4.	Controls and Procedures.	1819
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	1920
Item 1A.	Risk Factors.	1920
Item 4.	Mine Safety Disclosures.	2021
Item 6.	Exhibits.	2021
SIGNATURES		2122

Table of Contents


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 and references to "TDCC" and "Dow" as used herein mean The Dow Chemical Company and Dow Inc., respectively, and their respective subsidiaries. UCC is a wholly owned subsidiary of TDCC and TDCC is a wholly owned subsidiary of Dow.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this report are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” "could," “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 supply chain, operational or other disruptions, sanctions, export restrictions, or increased economic uncertainty related to the ongoing conflicts between Russia and 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; Dow and UCC's ability to realize expected benefits from Transform to Outperform on the contemplated timeframe; 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, tariffs and trade policies 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, logistics and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in the Corporation’s information technology networks and systems, including the impact of cyberattacks; and, since TDCC is the primary customer of UCC and a wholly owned subsidiary of Dow: 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 ability 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; and any global and regional economic impacts of a pandemic or other public health-related risks and events on the Corporation’s business.

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, 2025. 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.

Table of Contents


PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	~~Mar~~Jun 3130,2026		~~Mar~~Jun 3130,2025		Jun 30,2026		Jun 30,2025
Net trade sales	$	2927	$	3021	$	56	$	51
Net sales to related companies	~~960~~1,139		~~948~~1,014		2,099		1,962
Total net sales	~~989~~1,166		~~978~~1,035		2,155		2,013
Cost of sales	1,~~068~~051		1,~~064~~063		2,119		2,127
Research and development expenses	56		5		11		10
Selling, general and administrative expenses	23		21		5		3
Restructuring and asset related charges - net	—19		6—		19		6
Sundry income (expense) - net	(2931)		(3031)		(60)		(61)
Interest income	19		2726		38		53
Interest expense and amortization of debt discount	43		1		7		2
Loss before income taxes	(100)		(103)
Income (loss) before income taxes	72		(40)		(28)		(143)
Credit for income taxes	(217)		~~(21)~~—		(28)		(21)
Net loss attributable to Union Carbide Corporation	$	(79)	$	(82)
Net income (loss) attributable to Union Carbide Corporation	$	79	$	(40)	$	—	$	(122)
Depreciation	$	3839	$	3135	$	77	$	66
Capital expenditures	$	1217	$	6846	$	29	$	114

See Notes to the Consolidated Financial Statements.

Table of Contents

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	~~Mar~~Jun 3130,2026		~~Mar~~Jun 3130,2025		Jun 30,2026		Jun 30,2025
Net loss attributable to Union Carbide Corporation	$	(79)	$	(82)
Net income (loss) attributable to Union Carbide Corporation	$	79	$	(40)	$	—	$	(122)
Other comprehensive income (loss), net of tax
Cumulative translation adjustments	(1)		~~(1)~~—		—		(1)
Pension and other postretirement benefit plans	15		1110		30		21
Total other comprehensive income	1614		10		30		20
Comprehensive loss attributable to Union Carbide Corporation	$	(63)	$	(72)
Comprehensive income (loss) attributable to Union Carbide Corporation	$	93	$	(30)	$	30	$	(102)

See Notes to the Consolidated Financial Statements.

Table of Contents

Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	~~Mar~~Jun 3130,2026		Dec 31,2025
Assets
Current Assets
Cash and cash equivalents	$	1112	$	11
Accounts receivable:
Trade (net of allowance for doubtful receivables 2026: $—; 2025: $—)	2018		17
Related companies	~~732~~890		684
Other	2318		18
Notes receivable from related companies	7		7
Income taxes receivable	5		—
Inventories	277		278
Notes receivable from related companies	8		7
Other current assets	33		45
Inventories	303		278
Total current assets	1,103		1,060
Other current assets	36		45
Total current assets	1,290		1,060
Investments
Investments in related companies	237		237
Other investments	108		13
Noncurrent receivables	13		13
Noncurrent receivables from related companies	1,~~743~~762		1,724
Total investments	2,~~003~~020		1,987
Property
Property	5,~~870~~886		5,858
Less accumulated depreciation	4,~~786~~824		4,747
Net property	1,~~084~~062		1,111
Other Assets
Intangible assets (net of accumulated amortization 2026: $97; 2025: $96)	5		5
Operating lease right-of-use assets	5451		56
Deferred income tax assets	~~309~~282		289
Deferred charges and other assets	17		16
Total other assets	~~385~~355		366
Total Assets	$	4,~~575~~727	$	4,524
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	~~201~~225	$	118
Long-term debt due within one year	2		2
Accounts payable:
Trade	~~292~~303		220
Related companies	~~435~~471		445
Other	1025		17
Operating lease liabilities - current	12		12
Income taxes payable	203		20
Asbestos-related liabilities - current	8281		80
Accrued and other current liabilities	~~121~~153		120
Total current liabilities	1,~~175~~275		1,034
Long-Term Debt	~~143~~142		143
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	~~406~~398		413
Asbestos-related liabilities - noncurrent	~~602~~582		628
Operating lease liabilities - noncurrent	4240		44
Other noncurrent obligations	~~254~~244		246
Total other noncurrent liabilities	1,~~304~~264		1,331
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—
Additional paid-in capital	1,034		1,034
Retained earnings	2,~~214~~293		2,293
Accumulated other comprehensive loss	(1,~~295~~281)		(1,311)
Union Carbide Corporation's stockholder's equity	12,~~953~~046		2,016
Total Liabilities and Equity	$	4,~~575~~727	$	4,524

See Notes to the Consolidated Financial Statements.

Table of Contents

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Three Months Ended
	Six Months Ended
In millions (Unaudited)	~~Mar~~Jun 3130,2026		~~Mar~~Jun 3130,2025
Operating Activities
Net loss attributable to Union Carbide Corporation	$	(79)	$	(82)
Net income (loss) attributable to Union Carbide Corporation	$	—	$	(122)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	55106		3576
Credit for deferred income tax	(242)		(2433)
Restructuring and asset related charges - net	—19		6
Net periodic pension benefit cost	1427		919
Pension contributions	(1)		(1)
Changes in assets and liabilities:
Accounts and notes receivable	(81)		(17)
Related company receivables	(48207)		~~114~~334
Inventories	1(25)		~~(11)~~18
Accounts payable	6591		468
Related company payables	73133		~~(15)~~12
Asbestos-related payments	(2445)		(2446)
Other assets and liabilities	(1670)		(1554)
Cash provided by operating activities	925		38210
Investing Activities
Capital expenditures	(1229)		(68114)
Change in noncurrent receivable from related company	—		58
Proceeds from sales of property and investments	3		—
Proceeds from sales of investments	6		—
Cash used for investing activities	(923)		(1056)
Financing Activities
Dividends paid to parent	—		(28)
Cash used for financing activities	—		(28)
Payments on long-term debt	(1)		(126)
Cash used for financing activities	(1)		(154)
Summary
Change in cash and cash equivalents	—1		—
Cash and cash equivalents at beginning of period	11		11
Cash and cash equivalents at end of period	$	1112	$	11

See Notes to the Consolidated Financial Statements.

Table of Contents

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity

	Three Months Ended				Six Months Ended
In millions (Unaudited)	~~Mar~~Jun 3130,2026		~~Mar~~Jun 3130,2025		Jun 30,2026		Jun 30,2025
Common Stock
Balance at beginning and end of period	$	—	$	—	$	—	$	—
Additional Paid-in Capital
Balance at beginning and end of period	1,034		1,034		1,034		1,034
Retained Earnings
Balance at beginning of period	2,~~293~~214		2,~~496~~386		2,293		2,496
Net loss attributable to Union Carbide Corporation	(79)		(82)
Net income (loss) attributable to Union Carbide Corporation	79		(40)		—		(122)
Dividends declared	—		~~(28)~~—		—		(28)
Balance at end of period	2,~~214~~293		2,~~386~~346		2,293		2,346
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	(1,~~311~~295)		(1,~~344~~334)		(1,311)		(1,344)
Other comprehensive income	1614		10		30		20
Balance at end of period	(1,~~295~~281)		(1,~~334~~324)		(1,281)		(1,324)
Union Carbide Corporation's Stockholder's Equity	$	12,~~953~~046	$	2,~~086~~056	$	2,046	$	2,056

See Notes to the Consolidated Financial Statements.

Table of Contents


Union Carbide Corporation and Subsidiaries
(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Consolidated Financial Statements	9
2	Recent Accounting Guidance	10
3	Revenue	10
4	~~Inventories~~Restructuring and Asset Related Charges - Net	1011
5	~~Supplier Finance Program~~Inventories	11
6	~~Commitments~~Supplier ~~and~~Finance ~~Contingencies~~Program	11
7	~~Leases~~Commitments and Contingencies	12
8	~~Accumulated Other Comprehensive Loss~~Leases	12
9	~~Pension~~Accumulated ~~and~~ Other ~~Postretirement~~Comprehensive ~~Benefit Plans~~Loss	13
10	~~Fair~~Pension ~~Value~~and ~~Measurements~~Other Postretirement Benefit Plans	13
11	~~Related~~Fair ~~Party~~Value ~~Transactions~~Measurements	1413
12	~~Business~~Related ~~and~~Party ~~Geographic Regions~~Transactions	14
13	Business and Geographic Regions	15

NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Except as otherwise indicated by the context, the terms "Corporation" and "UCC" as used herein mean Union Carbide Corporation and its consolidated subsidiaries and references to "TDCC" refer to The Dow Chemical Company and its consolidated subsidiaries. UCC is a wholly owned subsidiary of TDCC and TDCC is a wholly owned subsidiary of Dow Inc. Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, TDCC's consolidated variable interest entity that owns and operates infrastructure assets at certain TDCC and UCC locations on the U.S. Gulf Coast, which include the Corporation's sites in St. Charles, Louisiana, and Seadrift and Texas City, Texas. Infrastructure-related products and services provided to the Corporation by Diamond Infrastructure Solutions are billed to the Corporation in accordance with the terms of agreements between the parties.

The unaudited interim consolidated financial statements of the Corporation 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, 2025 ("2025 10-K"). 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 and the Corporation's business activities comprise components of TDCC's global businesses rather than stand-alone operations. Further, the Corporation sells substantially all of its products to TDCC in order to simplify the customer interface process. The Corporation's Board of Directors, acting pursuant to the authority delegated to it by TDCC, functions as the Corporation's chief operating decision maker ("CODM") to assess UCC's results and allocate resources for its operations. The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

Intercompany transactions and balances are eliminated in consolidation. Transactions with TDCC and other subsidiaries of TDCC, including Diamond Infrastructure Solutions, have been reflected as related company transactions in the consolidated financial statements. See Note 1112 for additional information.

Table of Contents

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Accounting Guidance Issued But Not Adopted at ~~March~~June 3130, 2026

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. While the adoption of ASU 2024-03 will result in enhanced disclosures, the Corporation does not expect it will have a material impact on its financial condition or results of operations.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)," which is intended to improve the accounting for and disclosure of environmental credits and related obligations and reduce diversity in practice. The amendments establish recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations arising from regulatory compliance programs. Environmental credits are recognized as assets when it is probable they will be used to settle an obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer, and are subsequently measured based on their intended use. Environmental credit obligations are recognized as liabilities as qualifying events occur and are measured based on the carrying amount of related credits held and the amount required to settle any shortfall. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period with the amendments to be applied on a retrospective basis through a cumulative-effect adjustment to retained earnings. The Corporation is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

NOTE 3 - REVENUE

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 14 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 $26 million at ~~March~~June 3130, 2026 ($27 million at December 31, 2025), of which $2 million ($2 million at December 31, 2025) was included in "Accrued and other current liabilities" and $24 million ($25 million at December 31, 2025) 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.

NOTE 4 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Mar 31, 2026		Dec 31, 2025
In millions
Finished goods	$	224	$	218
Work in process	33		36
Raw materials	84		78
Supplies	104		111
Total	$	445	$	443
Adjustment of inventories to the LIFO basis	(168)		(165)
Total inventories	$	277	$	278

Table of Contents

NOTE 54 - ~~SUPPLIER~~RESTRUCTURING ~~FINANCE~~AND ~~PROGRAM~~ASSET RELATED CHARGES - NET

~~The~~Transform ~~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 March 31, 2026, the Corporation's outstanding obligations confirmed as valid under the SCF program were $26 million ($27 million at December 31, 2025), included in “Accounts payable – Trade” in the consolidated balance sheets.Outperform

~~NOTE~~In 6the second quarter of 2026, the Corporation initiated actions aligned to Transform to Outperform, a comprehensive set of actions designed by Dow Inc. to improve near-term ~~COMMITMENTS~~operating ~~AND~~measures ~~CONTINGENCIES~~by simplifying its operating model, reducing its cost structure and delivering faster growth. As a result of these actions, the Corporation recorded pretax charges of $19 million for severance and related benefit costs, included in "Restructuring and asset related charges - net" in the consolidated statements of income. These actions are expected to be substantially complete by the end of 2027. At June 30, 2026, $19 million for severance and related benefit costs was included in "Accrued and other current liabilities" in the consolidated balance sheets.

NOTE 5 - INVENTORIES

The following table provides a breakdown of inventories:


Inventories	Jun 30, 2026		Dec 31, 2025
In millions
Finished goods	$	231	$	218
Work in process	45		36
Raw materials	84		78
Supplies	102		111
Total	$	462	$	443
Adjustment of inventories to the LIFO basis	(159)		(165)
Total inventories	$	303	$	278

NOTE 6 - SUPPLIER FINANCE PROGRAM

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, 2026, the Corporation's outstanding obligations confirmed as valid under the SCF program were $32 million ($27 million at December 31, 2025), included in “Accounts payable – Trade” in the consolidated balance sheets.

Table of Contents

NOTE 7 - COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 12 to the Consolidated Financial Statements included in the 2025 10-K, which is incorporated by reference herein.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At ~~March~~June 3130, 2026, the Corporation had accrued obligations of $~~194~~185 million for probable environmental remediation and restoration costs ($188 million at December 31, 2025), including $3837 million for the remediation of Superfund sites ($39 million at December 31, 2025). 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.

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews asbestos-related claims filed, settled and dismissed, as well as average settlement and resolution costs by disease category. The Corporation also considers additional quantitative and qualitative factors such as the nature of pending claims, trial experience of the Corporation and other asbestos defendants, current spending for defense and processing costs, significant appellate rulings and legislative developments, trends in the tort system, and their respective effects on expected future resolution costs. UCC management considers these factors in conjunction with the most recent actuarial study and determines whether a change in the estimate is warranted. Based on the Corporation's review of 2026 activity, it was determined that no adjustment to the accrual was required at ~~March~~June 3130, 2026.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $~~684~~663 million at ~~March~~June 3130, 2026 ($708 million at December 31, 2025). At ~~March~~June 3130, 2026, approximately 32 percent of the recorded claim liability related to pending claims and approximately 68 percent related to future claims.

11NOTE 8 - LEASES

Table of Contents

NOTE 7 - LEASES

For additional information on the Corporation's leases, see Note 13 to the Consolidated Financial Statements included in the 2025 10-K.

The components of lease cost for operating and finance leases for the three and six months ended ~~March~~June 3130, 2026 and 2025 were as follows:

Lease Cost	Three Months Ended				Six Months Ended
In millions	~~Mar~~Jun 3130, 2026		~~Mar~~Jun 3130, 2025		Jun 30, 2026		Jun 30, 2025
Operating lease cost	$	43	$	4	$	7	$	8
Short-term lease cost	1512		1618		27		34
Variable lease cost	42		52		6		7
Amortization of right-of-use assets - finance	1—		—1		1		1
Total lease cost	$	2417	$	25	$	41	$	50

NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2026 and 2025 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended
In millions		Mar 31, 2026		Mar 31, 2025
Cumulative Translation Adjustments
Beginning balance		$	(55)	$	(52)
Unrealized gains (losses) on foreign currency translation		1		(1)
Ending balance		$	(54)	$	(53)
Pension and Other Postretirement Benefit Plans
Beginning balance		$	(1,256)	$	(1,292)
Amortization of net loss reclassified from AOCL to net income (loss) 1		20		14
Tax expense (benefit) 2		(5)		(3)
Net loss reclassified from AOCL to net income (loss)		15		11
Ending balance		$	(1,241)	$	(1,281)
Total AOCL ending balance		$	(1,295)	$	(1,334)

1.These AOCL components are included in the computation of net periodic benefit cost (credit) of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 9 for additional information.

2.Reclassified to "Credit for income taxes."

Table of Contents

NOTE 9 - ~~PENSION~~ACCUMULATED ~~AND~~ OTHER ~~POSTRETIREMENT~~COMPREHENSIVE ~~BENEFIT PLANS~~LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and six months ended June 30, 2026 and 2025 were as follows:


Accumulated Other Comprehensive Loss	Three Months Ended				Six Months Ended
In millions	Jun 30, 2026		Jun 30, 2025		Jun 30, 2026		Jun 30, 2025
Cumulative Translation Adjustments
Beginning balance	$	(54)	$	(53)	$	(55)	$	(52)
Unrealized gains (losses) on foreign currency translation	(1)		—		—		(1)




Ending balance	$	(55)	$	(53)	$	(55)	$	(53)
Pension and Other Postretirement Benefit Plans
Beginning balance	$	(1,241)	$	(1,281)	$	(1,256)	$	(1,292)



Amortization of net loss reclassified from AOCL to net income (loss) 1	19		14		39		28
Tax expense (benefit) 2	(4)		(4)		(9)		(7)
Net loss reclassified from AOCL to net income (loss)	15		10		30		21

Ending balance	$	(1,226)	$	(1,271)	$	(1,226)	$	(1,271)
Total AOCL ending balance	$	(1,281)	$	(1,324)	$	(1,281)	$	(1,324)

2.Reclassified to "Credit for income taxes."

NOTE 10 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 15 to the Consolidated Financial Statements included in the 2025 10-K. The following table provides the components of the Corporation's net periodic benefit cost (credit) for all significant plans:

Net Periodic Benefit Cost (Credit) for All Significant Plans	Three Months Ended		~~Three Months Ended~~		Six Months Ended
In millions	Jun 30, 2026		Jun 30, 2025		~~Mar~~Jun 3130, 2026		~~Mar~~Jun 3130, 2025
Defined Benefit Pension Plans
Interest cost	$	27	$	32	$	2855	$	3163
Expected return on plan assets	(35)		(39)		(3570)		(3978)
Amortization of net loss	21		17		2142		1734
Net periodic benefit cost	$	13	$	10	$	1427	$	919
Other Postretirement Benefit Plan
Interest cost	$	1	$	2	$	12	$	13
Amortization of net gain	(2)		(3)		(13)		(36)
Net periodic benefit credit	$	(1)	$	(1)	$	—(1)	$	(23)

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

NOTE 1011 - FAIR VALUE MEASUREMENTS

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

The following table summarizes the fair value of the Corporation's financial instruments at March 31, 2026 and December 31, 2025:

Fair Value of Financial Instruments	Mar 31, 2026								Dec 31, 2025
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	11	$	—	$	—	$	11	$	11	$	—	$	—	$	11
Long-term debt including debt due within one year	$	(145)	$	—	$	(11)	$	(156)	$	(145)	$	—	$	(12)	$	(157)

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.

Table of Contents

~~NOTE~~using 11observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established ~~RELATED~~and ~~PARTY~~recognized ~~TRANSACTIONS~~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, 2026 and December 31, 2025:


Fair Value of Financial Instruments	Jun 30, 2026								Dec 31, 2025
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	12	$	—	$	—	$	12	$	11	$	—	$	—	$	11

Long-term debt including debt due within one year	$	(144)	$	—	$	(14)	$	(158)	$	(145)	$	—	$	(12)	$	(157)

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.

NOTE 12 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 17 to the Consolidated Financial Statements included in the 2025 10-K.

Product and Services Agreements

The following table summarizes UCC’s transactions with TDCC and Diamond Infrastructure Solutions related to product and services agreements for the three and six months ended ~~March~~June 3130, 2026 and 2025:

Product and Services Agreements Transactions	Three Months Ended				Six Months Ended
	Mar 31, 2026		Mar 31, 2025						Income Statement Classification
In millions	Jun 30, 2026		Jun 30, 2025		Jun 30, 2026		Jun 30, 2025		Income Statement Classification
In millions
Activity-based costs 1	$	167	$	181	$	359	$	362	Cost of sales
Activity-based costs 1	$	192	$	181					Cost of sales
Commodity and raw material purchases 2	$	294	$	251	$	548	$	516	Cost of sales
Commodity and raw material purchases 2	$	254	$	265					Cost of sales
Commission expense	$	5	$	5	$	10	$	9	Sundry income (expense) - net
Commission expense	$	5	$	4					Sundry income (expense) - net
General administrative and overhead type services and service fee 3	$	11	$	17	$	21	$	36	Sundry income (expense) - net
General administrative and overhead type services and service fee 3	$	10	$	19					Sundry income (expense) - net

1.Activity-based costs include short-term lease cost of $43 million and $7 million related to pipeline and site services for the three and six months ended ~~March~~June 3130, 2026, respectively ($43 million and $7 million for the three and six months ended ~~March~~June 3130, 2025, respectively), included in Lease Cost in Note 78. ~~The increase in activity-based costs was primarily related to planned maintenance turnaround activity.~~

2.Period-end balances on hand are included in inventory.

3.The decrease in services and the related service fee resulted from TDCC's periodic review of its cost allocations for global services.

Dividends and Distributions

The following table summarizes cash dividends declared and paid to TDCC for the three and six months ended ~~March~~June 3130, 2026 and 2025:

Cash Dividends Declared and Paid	Three Months Ended				Six Months Ended
	Mar 31, 2026		Mar 31, 2025
In millions	Jun 30, 2026		Jun 30, 2025		Jun 30, 2026		Jun 30, 2025
In millions
Cash dividends declared and paid	$	—	$	—	$	—	$	28
Cash dividends declared and paid	$	—	$	28

In the first quarter of 2025, the Corporation received dividends from its related company investments of $4 million, recorded in "Sundry income (expense) - net" in the consolidated statements of income.

NOTE 12 - BUSINESS AND GEOGRAPHIC REGIONS

The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

Sales to external customers, which are attributed to geographic regions based on customer location, were as follows for the three months ended March 31, 2026 and 2025:

Sales to External Customers by Geographic Region	Three Months Ended
In millions		Mar 31, 2026		Mar 31, 2025
United States		$	29	$	27
Asia Pacific		—		3
Total sales to external customers		$	29	$	30

Table of Contents

~~Long-lived~~NOTE ~~assets,~~13 ~~which~~- ~~are~~BUSINESS ~~attributed~~AND toGEOGRAPHIC ~~geographic regions based on asset location, were as follows at March 31, 2026 and December 31, 2025:~~REGIONS

Long-Lived Assets by Geographic Region	Mar 31, 2026		Dec 31, 2025
In millions
United States	$	1,060	$	1,087
Asia Pacific	15		15
Rest of World	9		9
Total long-lived assets	$	1,084	$	1,111

The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

~~The~~Sales ~~following~~to ~~table~~external ~~summarizes~~customers, ~~depreciation~~which ~~and~~are ~~amortization~~attributed ~~expense~~to geographic regions based on customer location, were as follows for the three and six months ended ~~March~~June 3130, 2026 and 2025:

Depreciation and Amortization Expense			Three Months Ended
Sales to External Customers by Geographic Region	Three Months Ended				Six Months Ended
					Mar 31, 2026		Mar 31, 2025
In millions	Jun 30, 2026		Jun 30, 2025		Jun 30, 2026		Jun 30, 2025
In millions
United States	$	26	$	21	$	55	$	48
Depreciation and amortization expense 1					$	55	$	35
Asia Pacific	1		—		1		3
Total sales to external customers	$	27	$	21	$	56	$	51

Long-lived assets, which are attributed to geographic regions based on asset location, were as follows at June 30, 2026 and December 31, 2025:


Long-Lived Assets by Geographic Region	Jun 30, 2026		Dec 31, 2025
In millions
United States	$	1,039	$	1,087
Asia Pacific	14		15
Rest of World	9		9
Total long-lived assets	$	1,062	$	1,111

The following table summarizes depreciation and amortization expense for the three and six months ended June 30, 2026 and 2025:

Depreciation and Amortization Expense

Three Months Ended

Six Months Ended

In millions

Jun 30, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Depreciation and amortization expense 1

106

1.The increase in depreciation and amortization expense was primarily related to amortization of catalyst.

Table of Contents


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 the reduced disclosure format.

References to "TDCC" refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context. Union Carbide Corporation (the "Corporation" or "UCC") has been a wholly owned subsidiary of TDCC since 2001. TDCC has been a wholly owned subsidiary of Dow Inc. since 2019. References to "Dow" refer to Dow Inc., together with TDCC and its consolidated subsidiaries. Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, TDCC's consolidated variable interest entity that owns and operates infrastructure assets at certain TDCC and UCC locations on the U.S. Gulf Coast, which include UCC's sites in St. Charles, Louisiana, and Seadrift and Texas City, Texas. Infrastructure-related products and services provided to UCC by Diamond Infrastructure Solutions are billed to UCC in accordance with the terms of agreements between the parties.

STATEMENT ON MIDDLE EAST CONFLICT

During ~~the first quarter of~~ 2026, ~~heightened~~ geopolitical ~~tensions~~instability in the Middle East, ~~impacted~~including ~~conditions~~the inconflict involving Iran, Israel, and ~~around~~the United States and related tensions affecting maritime transit through the Strait of Hormuz, ahas ~~critical~~disrupted ~~maritime~~global ~~area~~energy ~~through~~and ~~which~~petrochemical asupply ~~significant~~chains. ~~portion~~The Strait of ~~global~~Hormuz remains a critical shipping corridor for crude oil, refined products, ~~and~~natural ~~related~~gas, and chemical feedstocks ~~are transported~~. ~~The~~Although ~~current~~the ~~conflict~~intensity and ~~geopolitical~~nature ~~conditions~~of in the ~~Middle~~conflict ~~East~~ have ~~impacted~~changed ~~the~~over ~~global~~time ~~chemical~~and ~~industry,~~diplomatic ~~resulting~~efforts incontinue, ~~damage~~periodic tosecurity ~~upstream~~incidents, ~~oil~~shipping restrictions and ~~gas~~uncertainty ~~infrastructure~~regarding ~~and~~access ~~logistics~~to ~~challenges~~regional inports ~~the~~and ~~geographic~~trade ~~region.~~routes ~~The~~have continued to affect global ~~supply~~markets. ~~chain~~These ~~disruptions~~conditions have ~~led~~contributed to ~~supply~~volatility ~~constraints~~ in ~~Asia~~energy and ~~Europe~~feedstock prices, disruptions to regional production and ~~lengthened~~logistics networks, longer transit times, and shifts in global trade flows as production ~~has~~and ~~increased~~sourcing inhave ~~other~~been rebalanced to alternative regions. As a result, ~~including~~portions of the ~~United~~global ~~States~~chemical industry have experienced supply constraints, toincreased ~~compensate~~transportation ~~for~~and operating costs, and reduced ~~production~~supply inchain ~~regions~~reliability, ~~impacted~~particularly byin ~~the~~Asia ~~conflict~~and Europe. The Corporation primarily operates in a cost-advantaged geographic region which has not been directly impacted by the Middle East conflict, allowing it to operate its assets competitively, despite the volatile global energy and feedstock environment.

Table of Contents

RESULTS OF OPERATIONS

Net Sales

Total net sales were $~~989~~2,155 million for the first ~~three~~six months of 2026 compared with $~~978~~2,013 million for the first ~~three~~six months of 2025, an increase of 17 percent. Net sales to related companies, principally to TDCC, were $~~960~~2,099 million for the first ~~three~~six months of 2026 compared with $~~948~~1,962 million for the first ~~three~~six months of 2025, an increase of 17 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 ~~three~~six months of 2026 ~~decreased~~was ~~6 percent~~flat compared with the first ~~three~~six months of 2025. Price was mixed by product line, with the most significant price ~~decreases~~increases in polyethylene, ~~oxo alcohols, glycol ethers~~ and ~~ethyleneamines,~~ethylene ~~partially~~glycol offset by price ~~increases~~decreases primarily in ~~ethylene~~oxo ~~glycol~~alcohols, ~~plastics~~ethyleneamines ~~used for wire~~ and ~~cable~~glycol ~~applications, and vinyl acetate monomers~~ethers. Volume for the first ~~three~~six months of 2026 increased 7 percent compared with the first ~~three~~six months of 2025. Volume was mixed by product line, with the most significant increases in polyethylene, ~~and~~ glycol ethers and ethanolamines, driven primarily by reduced planned maintenance turnaround activity and improved equipment reliability and utility supply, and an increase in alkoxylates, driven by the startup of a new production unit in mid-2025. These volume increases were partially offset by decreases in ~~ethylene glycol and~~ plastics used for wire and cable applications and ethylene glycol, driven by lower demand ~~and raw material shortages~~.

Table of Contents

Cost of Sales

Cost of sales was $12,~~068~~119 million for the first ~~three~~six months of 2026, which was flat compared with cost of sales of $12,~~064~~127 million for the first ~~three~~six months of 2025. Cost of sales as a percentage of net sales was ~~108~~98.03 percent for the first ~~three~~six months of 2026, ~~a decrease~~ compared with ~~108~~105.87 percent for the first ~~three~~six months of 2025,. The improvement was driven primarily by lower raw material, feedstock and energy costs, higher sales volume and the impact of the Corporation’s cost reduction initiatives, which ~~were~~more ~~partially~~than offset byhigher ~~increases~~performance-based incompensation costs, catalyst amortization expense, ~~spending on planned maintenance turnaround activity~~ and depreciation expense.

Restructuring and Asset Related Charges - Net

In the second quarter of 2026, the Corporation initiated actions aligned to Transform to Outperform, a comprehensive set of actions designed by Dow Inc. to improve near-term operating measures by simplifying its operating model, reducing its cost structure and delivering faster growth. As a result of these actions, the Corporation recorded pretax charges of $19 million for severance and related benefit costs.

In the first quarter of 2025, the Corporation initiated targeted actions to further achieve its cost reduction initiatives in response to ongoing macroeconomic weakness, while reinforcing long-term competitiveness across the economic cycle. As a result of these actions, the Corporation recorded pretax charges of $6 million for severance and related benefit costs.

See Note 4 to the Consolidated Financial Statements for additional information about the Corporation's restructuring activities. The Corporation expects to incur additional costs in the future related to its restructuring activities, which 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~~, including Dow's announced Transform to Outperform~~. These costs cannot be reasonably estimated at this time.

Sundry Income (Expense) – Net

Sundry income (expense) – net includes a variety of income and expense items such as charges for management services provided by TDCC, dividend income and other distributions received from the Corporation's investments in related companies, pension and other postretirement benefit plan credits or costs, commissions, and gains and losses on sales of investments and assets and on foreign currency exchange.

Sundry income (expense) – net in the first ~~three~~six months of 2026 was expense of $2960 million compared with expense of $3061 million in the first ~~three~~six months of 2025. Sundry income (expense) – net in the first ~~three~~six months of 2026 compared towith the prior year was favorably impacted by a decrease in charges for services provided by TDCC, partially offset by higher defined benefit pension costs resulting from lower expected returns on plan assets and the lack of dividends received from related company investments. See Note 910 to the Consolidated Financial Statements for additional information about the Corporation's defined benefit pension plans and Note 1112 to the Consolidated Financial Statements for additional information about the Corporation's related party transactions.

Interest Income

Interest income was $1938 million for the first ~~three~~six months of 2026 compared with $2753 million for the first ~~three~~six months of 2025. The decrease in interest income primarily resulted from the reduction in notes receivable from TDCC and decreased interest rates.

16Interest Expense and Amortization of Debt Discount

~~Table~~Interest expense and amortization of ~~Contents~~debt discount was $7 million for the first six months of 2026 compared with $2 million for the first six months of 2025. The increase primarily resulted from higher borrowings on the Corporation's revolving credit agreement with TDCC and lower capitalized interest resulting from lower capital expenditures.

Credit for Income Taxes

The Corporation is subject primarily to U.S. federal and state taxes. For the first ~~three~~six months of 2026, the Corporation reported a credit for income taxes of $2128 million, which resulted in an effective tax rate of 21100.0 percent, compared with a credit for income taxes of $21 million for the first ~~three~~six months of 2025, which resulted in an effective tax rate of 2014.47 percent. The effective tax rate for the first six months of 2026 was favorably impacted by a decrease in income tax liabilities related to a prior year due to the expiration of a statute of limitations. The effective tax rate for the first six months of 2025 was reduced as a result of tax on a distribution between UCC and a subsidiary.

~~Net Loss Attributable to UCC~~17

~~The~~Table ~~Corporation reported a net loss~~ of ~~$79 million for the first three months of 2026 compared with a net loss of $82 million for the first three months of 2025.~~Contents

Net Income (Loss) Attributable to UCC

The Corporation reported net income of zero for the first six months of 2026 compared with a net loss of $122 million for the first six months of 2025 as a result of improved operating margins.

Capital Expenditures

Capital expenditures in the first ~~three~~six months of 2026 were $1229 million compared with $68114 million in the first ~~three~~six months of 2025 as significant projects, onincluding ~~the~~an ~~U.S.~~alkoxylation ~~Gulf~~production ~~Coast~~unit at Seadrift, Texas, were completed.

OTHER MATTERS

Critical Accounting Estimates

The preparation of financial statements and related disclosures in accordance 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 2025 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 included in the 2025 10-K. Since December 31, 2025, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

Asbestos-Related Matters

The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several 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 Activity	2026	2025
Claims unresolved at Jan 1	7,158	5,813
Claims filed	12,~~016~~131	12,~~025~~195
Claims settled, dismissed or otherwise resolved	(~~523~~1,799)	(~~756~~1,456)
Claims unresolved at Mar 31	7,651	6,082
Claims unresolved at Jun 30	7,490	6,552
Claimants with claims against both UCC and Amchem	(1,~~303~~117)	(1,~~013~~118)
Individual claimants at Mar 31	6,348	5,069
Individual claimants at Jun 30	6,373	5,434

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 67 to the Consolidated Financial Statements; Part II, Item 1. Legal Proceedings; and Note 12 to the Consolidated Financial Statements included in the 2025 10-K.

1718

Table of Contents

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 ~~March~~June 3130, 2026.

Dividends

On a quarterly basis, the Corporation's Board of Directors ("~~the~~ Board") reviews and determines if there will be a dividend distribution to its parent company and sole shareholder, TDCC. The Board takes into consideration the level of earnings and cash flows, among other factors, in determining the amount of the dividend distribution. The Corporation did not declare any dividends for the first ~~three~~six months of 2026. For the first ~~three~~six months of 2025, the Corporation declared and paid cash dividends of $28 million.


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 quarter ended ~~March~~June 3130, 2026, that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

1819

Table of Contents


Union Carbide Corporation and Subsidiaries PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Asbestos-Related Matters

No material developments in asbestos-related matters occurred in the first ~~three~~six months of 2026. For a current status of asbestos-related matters, see Note 67 to the Consolidated Financial Statements.

Environmental Proceedings

On February 13, 2026, the State of Texas filed a complaint related to UCC and another subsidiary of TDCC in the civil district court of Travis County, Texas, on behalf of the Texas Commission on Environmental Quality relating to wastewater discharges from the Corporation's site in Seadrift, Texas. The complaint alleges violations of the site’s wastewater permit, the Texas Water Code and the Texas Solid Waste Disposal Act.


ITEM 1A. RISK FACTORS

Since December 31, 2025, there have been no material changes to the Corporation's Risk Factors, except as noted below, which was updated in the first and second quarters of 2026:

Global Economic Considerations: The Corporation operates in a global, competitive environment which gives rise to operating and market risk exposure.

The Corporation sells substantially all of its products to TDCC, which operates in a competitive, global environment, and competes worldwide for sales. Increased levels of worldwide competition have resulted in lower prices and lower sales volume, which have had a negative impact on the Corporation's results of operations. While global trade disruptions caused by the conflict in the Middle East may provide opportunities for the Corporation to increase certain sales prices and volumes in the near term, the conflict and its impacts continue to evolve and are expected to remain volatile, and there is no guarantee any such increases will continue. To address these challenges amidst the ongoing macroeconomic uncertainty, the Corporation has taken and continues to take targeted cost reduction initiatives and will continue to seek additional actions to mitigate the impact of macroeconomic uncertainty. Sales of TDCC's products are also subject to extensive federal, state, local and foreign laws and regulations; trade agreements; import and export controls; taxes; and duties and tariffs. The imposition of additional regulations, controls, taxes, duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales for the Corporation's products, which could negatively impact the Corporation's results of operations.

During 2025, the United States changed its long-standing trade policies and announced significant new tariffs, with certain exceptions, on virtually all imported goods. These actions triggered the negotiation of new trade agreements with certain U.S. trading partners, resulting in the reduction of certain of the newly imposed tariffs. Several U.S. trading partners also imposed retaliatory tariffs on U.S. imports. While certain U.S. tariffs were struck down by the U.S. Supreme Court in February 2026, the United States subsequently announced additional new tariffs on virtually all nonexempt imports, and ~~the~~current U.S. tariff ~~rate~~rates ~~remains~~remain atsubstantially ~~its~~above ~~highest~~pre-2025 ~~level in over 80 years~~levels. Shifts in tariffs, trade agreements, import/export restrictions, trade sanctions, sector specific trade barriers, and other governmental trade actions, whether enacted by the United States or other countries, especially those instituted in UCC's or TDCC's significant markets or markets where their significant customers or suppliers are located, and the associated uncertainty of long-term trade policies, could impact the Corporation's sales volume, sales price, and production and other costs. Changes in trade policies may also cause disruptions to material sourcing and availability, global supply chains and logistics and access to end markets. Additionally, changes in U.S. trade policy and associated responses from trading partners may create shifts in global market dynamics, disrupt the long-term planning process for governments and private enterprises and result in continued global financial market volatility. The impact of these changes in trade policies and the resulting trade and market uncertainty could have a negative impact on the Corporation’s results of operations. Tariffs and trade policies are expected to continue to evolve, and the United States, other countries and international trade bodies may institute new tariffs or more restrictive trade policies or remedies and, as a result, the Corporation may face additional uncertainties and adverse impacts on its business, financial condition and results of operations.

Table of Contents

Economic conditions around the world, and in certain industries and geographic regions in which the Corporation and TDCC do business, also impact sales price and volume and affect the efficacy of the Corporation's supply chain. For example, long-term market uncertainty, economic impacts driven by trade policies and inflationary pressures, and higher relative input costs have reduced demand for the Corporation's products in recent years. Adverse economic conditions have also caused supply chain constraints. These factors have had ~~and are continuing to have~~ a negative impact on the Corporation's results of operations. ~~Additionally,~~Political ~~political~~ conditions or tensions; war, invasion or conflict, including new and ongoing conflicts in the Middle East, such as the ~~recent~~ conflict between the United States, Israel and Iran, which began in February 2026 and has resulted in volatility and disruption of the global energy market, and the ongoing conflict between Russia and Ukraine; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Corporation operates or its products are sold, have created and could continue to create volatility in demand for these products, and could disrupt the supply chains and operations of the Corporation.

The Russia-Ukraine conflict has been ongoing for more than four years since Russia’s February 2022 invasion of Ukraine, and although there have been recent efforts to seek a resolution, it remains unclear if these will be successful. In light of sanctions imposed by the United States, Canada, the European Union and other countries as a result of this conflict, TDCC ceased in-bound investment to Russia and maintains reasonable, risk-based measures to ship into Russia only limited goods that comply with applicable legal restrictions. These actions have not had and are not expected to have a material impact on the Corporation's financial condition or results of operations. The situation remains fluid and the ongoing conflict may result in additional economic sanctions or other measures, which could have a negative impact on TDCC’s financial condition, results of operations and cash flows. These impacts could include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy, most notably in Europe; and heightened cybersecurity threats. Further, the intensity and duration of conflicts in the Middle East, including the recent conflict between the United States, Israel and Iran, and the potential for the expansion of hostilities in the region, are difficult to predict and could disrupt the Corporation's supply chains and operations, which could have a negative impact on the Corporation's results of operations.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


ITEM 6. EXHIBITS


			EXHIBIT NO.						DESCRIPTION
			4.2						The Corporation will furnish to the Commission upon request any other debt instrument referred to in Item 601(b)(4)(iii)(A) of Regulation S-K.
			23 *						Ankura Consulting Group, LLC's Consent.
			31.1 *						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2 *						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1 *						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2 *						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS						The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
			101.SCH						Inline XBRL Taxonomy Extension Schema Document.
			101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
			101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
			104						Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

2021

Table of Contents


Union Carbide Corporation and Subsidiaries Signatures

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

UNION CARBIDE CORPORATION

Date: ~~April~~July 24, 2026


/s/ ANDREA L. DOMINOWSKI
Andrea L. Dominowski Controller and Vice President of Controllers The Dow Chemical Company (Authorized Representative of Union Carbide Corporation)


/s/ MITCHELL WISNIEWSKI
Mitchell Wisniewski Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)

2122

Filing Compare · UNION CARBIDE CORP /NEW/