UNION CARBIDE CORP /NEW/ - FORM 10-Q

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EX-32.2 - UNION CARBIDE CORP /NEW/	ucc-6302011xq2xex322.htm
EX-31.2 - UNION CARBIDE CORP /NEW/	ucc-6302011xq2xex312.htm
EX-32.1 - UNION CARBIDE CORP /NEW/	ucc-6302011xq2xex321.htm
EX-31.1 - UNION CARBIDE CORP /NEW/	ucc-6302011xq2xex311.htm
EXCEL - IDEA: XBRL DOCUMENT - UNION CARBIDE CORP /NEW/	Financial_Report.xls
EX-23 - ANALYSIS, RESEARCH & PLANNING CORPORATION'S CONSENT - UNION CARBIDE CORP /NEW/	ucc-6302011xq2xex23.htm

Table of Contents

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 JUNE 30, 2011

Commission File Number: 1-1463

UNION CARBIDE CORPORATION

(Exact name of registrant as specified in its charter)



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

1254 Enclave Parkway, Houston, Texas 77077

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 281-966-2727

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. R Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

R Yes o No

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



Large accelerated filer o	Accelerated filer o
Non-accelerated filer R	Smaller reporting company o

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

o Yes R No

At June 30, 2011, 1,000 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 Instructions H(1)(a) and (b) for Form 10-Q and is therefore filing this form with a reduced disclosure format.

Table of Contents

Union Carbide Corporation

TABLE OF CONTENTS



	PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.	3
Consolidated Statements of Income	3
Consolidated Balance Sheets	4
Consolidated Statements of Cash Flows	5
Consolidated Statements of Equity	6
Consolidated Statements of Comprehensive Income	7
Notes to the Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	18
Disclosure Regarding Forward-Looking Information	18
Results of Operations	18
Other Matters	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4. Controls and Procedures.	23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.	24
Item 1A. Risk Factors.	24
Item 6. Exhibits.	24
SIGNATURES	25
EXHIBIT INDEX	26

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)	Jun 30, 2011		Jun 30, 2010		Jun 30, 2011		Jun 30, 2010
Net trade sales	$	52	$	43	$	97	$	91
Net sales to related companies	1,980		1,562		3,546		3,118
Total Net Sales	2,032		1,605		3,643		3,209
Cost of sales	1,816		1,502		3,245		3,065
Research and development expenses	16		12		26		23
Selling, general and administrative expenses	5		4		7		7
Restructuring charges	—		—		—		5
Equity in earnings of nonconsolidated affiliates	18		11		35		20
Sundry expense - net	24		10		54		4
Interest income	10		13		21		31
Interest expense and amortization of debt discount	9		12		18		22
Income Before Income Taxes	190		89		349		134
Provision (Credit) for income taxes	63		15		116		(2		)
Net Income Attributable to Union Carbide Corporation	$	127	$	74	$	233	$	136

Depreciation	$	60	$	63	$	122	$	126
Capital Expenditures	$	39	$	25	$	67	$	43

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets



In millions (Unaudited)	Jun 30, 2011			Dec 31, 2010
Assets
Current Assets
Cash and cash equivalents	$	22		$	22
Accounts receivable:
Trade (net of allowance for doubtful receivables - 2011: $1; 2010: $1)	34			27
Related companies	487			403
Other	127			159
Notes receivable from related companies	4,176			4,335
Inventories	257			194
Other current assets and deferred income taxes	90			87
Total current assets	5,193			5,227
Investments
Investments in related companies	972			972
Investments in nonconsolidated affiliates	132			131
Other investments	10			10
Noncurrent receivables	45			46
Noncurrent receivables from related companies	111			125
Total investments	1,270			1,284
Property
Property	7,132			7,080
Less accumulated depreciation	5,755			5,640
Net property	1,377			1,440
Other Assets
Intangible assets (net of accumulated amortization 2011: $142; 2010: $140)	7			7
Deferred income tax assets - noncurrent	605			579
Asbestos-related insurance receivables - noncurrent	217			220
Deferred charges and other assets	54			67
Total other assets	883			873
Total Assets	$	8,723		$	8,824
Liabilities and Equity
Current Liabilities
Notes payable - related companies	$	3		$	3
Long-term debt due within one year	37			—
Accounts payable:
Trade	206			267
Related companies	734			527
Other	32			30
Income taxes payable	142			140
Asbestos-related liabilities - current	73			78
Accrued and other current liabilities	175			185
Total current liabilities	1,402			1,230
Long-Term Debt	470			571
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	874			894
Asbestos-related liabilities - noncurrent	643			663
Other noncurrent obligations	192			188
Total other noncurrent liabilities	1,709			1,745
Stockholder's Equity
Common stock (authorized and issued: 1,000 shares of $0.01 par value each)	—			—
Additional paid-in capital	312			312
Retained earnings	5,823			5,990
Accumulated other comprehensive loss	(995		)	(1,026		)
Union Carbide Corporation's stockholder's equity	5,140			5,276
Noncontrolling interests	2			2
Total equity	5,142			5,278
Total Liabilities and Equity	$	8,723		$	8,824

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows



	Six Months Ended
In millions (Unaudited)	Jun 30, 2011			Jun 30, 2010
Operating Activities
Net Income	$	233		$	136
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	136			137
Credit for deferred income tax	(34		)	(27		)
Earnings of nonconsolidated affiliates less than (in excess of) dividends received	2			(6		)
Restructuring charges	—			5
Pension contributions	(1		)	(1		)
Net loss on early extinguishment of debt	6			—
Changes in assets and liabilities:
Accounts and notes receivable	(11		)	(18		)
Related company receivables	74			(90		)
Inventories	(63		)	12
Accounts payable	(45		)	39
Related company payables	207			21
Other assets and liabilities	18			147
Cash provided by operating activities	522			355
Investing Activities
Capital expenditures	(67		)	(43		)
Change in noncurrent receivable from related company	14			(15		)
Purchases of investments	(11		)	(11		)
Proceeds from sales of investments	11			11
Cash used in investing activities	(53		)	(58		)
Financing Activities
Dividends paid to stockholder	(400		)	(300		)
Payments on long-term debt	(69		)	—
Cash used in financing activities	(469		)	(300		)
Summary
Decrease in cash and cash equivalents	—			(3		)
Cash and cash equivalents at beginning of year	22			22
Cash and cash equivalents at end of period	$	22		$	19

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity



	Six Months Ended
In millions (Unaudited)	Jun 30, 2011			Jun 30, 2010
Common Stock
Balance at beginning of year and end of period	$	—		$	—
Additional Paid-in Capital
Balance at beginning of year and end of period	312			312
Retained Earnings
Balance at beginning of year	5,990			6,131
Net income	233			136
Dividends declared	(400		)	(300		)
Other	—			(1		)
Balance at end of period	5,823			5,966
Accumulated Other Comprehensive Loss, Net of Tax
Cumulative Translation Adjustments at beginning of year	(55		)	(61		)
Translation Adjustments	2			2
Balance at end of period	(53		)	(59		)
Pension and Other Postretirement Benefit Plans at beginning of year	(971		)	(950		)
Adjustments to Pension and Other Postretirement Benefit Plans	29			21
Balance at end of period	(942		)	(929		)
Accumulated Investment Gain at beginning of year and end of period	—			1
Total accumulated other comprehensive loss	(995		)	(987		)
Union Carbide Corporation's Stockholder's Equity	5,140			5,291
Noncontrolling Interests	2			2
Total Equity	$	5,142		$	5,293

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income



	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2011		Jun 30, 2010		Jun 30, 2011		Jun 30, 2010
Net Income Attributable to Union Carbide Corporation	$	127	$	74	$	233	$	136
Other Comprehensive Income, Net of Tax
Cumulative translation adjustments	2		2		2		2
Pension and other postretirement benefit plans adjustments	14		10		29		21
Total other comprehensive income	16		12		31		23
Comprehensive Income Attributable to Union Carbide Corporation	$	143	$	86	$	264	$	159

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Table of Contents



Note			Page
	A	Consolidated Financial Statements	8
	B	Recent Accounting Guidance	8
	C	Inventories	9
	D	Intangible Assets	9
	E	Financial Instruments	10
	F	Fair Value Measurements	11
	G	Commitments and Contingent Liabilities	11
	H	Notes Payable and Long-term Debt	15
	I	Pension and Other Postretirement Benefits	16
	J	Related Party Transactions	16
	K	Subsequent Event	17

NOTE A CONSOLIDATED FINANCIAL STATEMENTS

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 (“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.

The Corporation is a wholly owned subsidiary of The Dow Chemical Company (“Dow”). 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 Dow’s global operations rather than stand-alone operations. Dow 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.

Intercompany transactions and balances are eliminated in consolidation. Transactions with the Corporation’s parent company, Dow, and other Dow subsidiaries have been reflected as related company transactions in the consolidated financial statements. See Note J for further discussion.

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, 2010.

NOTE B RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

On January 1, 2011, the Corporation adopted Accounting Standard Update (“ASU”) 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force.” This ASU amended the criteria for when to evaluate individual delivered items in a multiple deliverable arrangement and how to allocate consideration received. The adoption of this guidance did not have a material impact on the Corporation’s consolidated financial statements.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Accounting Guidance Issued But Not Adopted as of June 30, 2011

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS," which provides common requirements for measuring fair value and disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards ("IFRS"). This ASU is effective for fiscal years beginning on or after December 15, 2011. The Corporation is currently evaluating the impact of adopting the guidance.

In June 2011, the FASB issued ASU 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income," which improves the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. This ASU is effective for fiscal years beginning on or after December 15, 2011 and early adoption is permitted. The Corporation is currently evaluating the impact of adopting the guidance.

NOTE C INVENTORIES

The following table provides a breakdown of inventories:



Inventories In millions	Jun 30, 2011		Dec 31, 2010
Finished goods	$	110	$	60
Work in process	7		9
Raw materials	56		41
Supplies	84		84
Total inventories	$	257	$	194

The reserves reducing inventories from the first-in, first-out (“FIFO”) basis to the last-in, first-out (“LIFO”) basis amounted to $188 million at June 30, 2011 and $144 million at December 31, 2010.

NOTE D INTANGIBLE ASSETS

The following table provides information regarding the Corporation’s intangible assets:



Intangible Assets	At June 30, 2011							At December 31, 2010
In millions	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Intangible assets with finite lives:
Licenses and intellectual property	$	33	$	(33	)	$	—	$	33	$	(33	)	$	—
Patents	2		(2		)	—		2		(2		)	—
Software	114		(107		)	7		112		(105		)	7
Total intangible assets	$	149	$	(142	)	$	7	$	147	$	(140	)	$	7

Amortization expense for software, which is included in “Cost of sales,” was $1 million in the second quarter of 2011 and less than $1 million in the second quarter of 2010. Amortization expense for software was $2 million for the six months ended June 30, 2011 and $2 million for the six months ended June 30, 2010. Amortization expense for intangible assets (not including software) was immaterial in the second quarters of 2011 and 2010, as well as year-to-date for 2011 and 2010.

Table of Contents

Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Total estimated amortization expense for 2011 and the five succeeding fiscal years is as follows:



Estimated Amortization Expense In millions
2011	$	3
2012	$	2
2013	$	1
2014	$	1
2015	$	—
2016	$	—

NOTE E FINANCIAL INSTRUMENTS

Investments

The Corporation’s investments in marketable securities are classified as available-for-sale.



Investing Results	Six Months Ended
In millions	Jun 30, 2011		Jun 30, 2010
Proceeds from sales of available-for-sale securities	$	5	$	4

Portfolio managers regularly review all of the Corporation’s holdings to determine if any investments are other-than-temporarily impaired. The analysis includes reviewing the amount of temporary impairment, as well as the length of time it has been impaired. In addition, specific guidelines for each instrument type are followed to determine if an other-than-temporary impairment has occurred. At June 30, 2011 and December 31, 2010, there were no impairment indicators or circumstances that would result in a material adjustment of these investments.

The Corporation’s investments in debt securities had contractual maturities of less than 10 years at June 30, 2011.



Fair Value of Financial Instruments:
	At June 30, 2011											At December 31, 2010
In millions	Cost			Gain		Loss			Fair Value			Cost			Gain		Loss			Fair Value
Marketable securities (1):
Debt securities	$	7		$	—	$	—		$	7		$	5		$	—	$	—		$	5
Total marketable securities	$	7		$	—	$	—		$	7		$	5		$	—	$	—		$	5
Long-term debt including debt due within one year	$	(507	)	$	—	$	(59	)	$	(566	)	$	(571	)	$	—	$	(23	)	$	(594	)


(1)	Included in “Other investments” in the consolidated balance sheets.

Cost approximates fair value for all other financial instruments.

The Corporation enters into foreign exchange forward contracts to hedge various currency exposures, primarily related to assets and liabilities denominated in foreign currencies. The primary business objective of the activity is to optimize the U.S. dollar value of the Corporation’s assets and liabilities. Assets and liabilities denominated in the same foreign currency are netted, and only the net exposure is hedged. The Corporation had forward contracts to buy, sell or exchange foreign currencies that expired in the second quarter of 2011 and were immaterial. The Corporation did not designate any derivatives as hedges at June 30, 2011 or December 31, 2010.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

NOTE F FAIR VALUE MEASUREMENTS

The following table summarizes the basis used to measure certain assets at fair value on a recurring basis in the consolidated balance sheets:



Basis of Fair Value Measurements on a Recurring Basis	Significant Other Observable Inputs (Level 2)		Significant Other Observable Inputs (Level 2)
In millions	Jun 30, 2011		Dec 31, 2010
Assets at fair value:
Debt securities (1)	$	7	$	5


(1)	Included in “Other investments” in the consolidated balance sheets.

For assets and liabilities classified as Level 2 measurements, the fair value is based on the price a dealer would pay for the security or similar securities. Market inputs are obtained from well-established and recognized vendors of market data and placed through tolerance/quality checks.

Assets that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets in active markets, adjusted for any terms specific to that asset. For all other assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.

NOTE G 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 June 30, 2011, the Corporation had accrued obligations of $103 million for environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites. 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 the ultimate cost with respect to these particular matters could range up to approximately twice that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material adverse impact on the Corporation’s results of operations, financial condition and cash flows. It is the opinion of the Corporation’s management, however that the possibility is remote that costs in excess of the range disclosed will have a material adverse 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. At December 31, 2010, the Corporation had accrued obligations of $95 million for environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites.

Litigation

The Corporation is 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 regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes.

Separately, the Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three 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.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Influenced by the bankruptcy filings of numerous defendants in asbestos-related litigation and the prospects of various forms of state and national legislative reform, the rate at which plaintiffs filed asbestos-related suits against various companies, including the Corporation and Amchem, increased in 2001, 2002 and the first half of 2003. Since then, the rate of filing has significantly abated. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

Estimating the Liability

Based on a study completed by Analysis, Research & Planning Corporation (“ARPC”) in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, the Corporation has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate. In addition, the Corporation has requested ARPC to review the Corporation’s historical asbestos claim and resolution activity each November since 2004 to determine the appropriateness of updating the most recent ARPC study.

In November 2009, the Corporation requested ARPC to review the Corporation’s 2009 asbestos claim and resolution activity and determine the appropriateness of updating its then most recent study completed in December 2008. In response to that request, ARPC reviewed and analyzed data through October 31, 2009. In December 2009, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its study of the previous year and, therefore, the estimate in that study remained applicable. Based on the Corporation’s own review of the asbestos claim and resolution activity and ARPC’s response, the Corporation determined that no change to the accrual was required. At December 31, 2009, the Corporation’s asbestos-related liability for pending and future claims was $839 million.

In November 2010, the Corporation requested ARPC to review the Corporation’s historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2008 study. In response to that request, ARPC reviewed and analyzed data through October 31, 2010. The resulting study, completed by ARPC in December 2010, stated that the undiscounted cost of resolving pending and future asbestos related claims against UCC and Amchem, excluding future defense and processing costs, through 2025 was estimated to be between $744 million and $835 million. As in its earlier studies, ARPC provided estimates for a longer period of time in its December 2010 study, but also reaffirmed its prior advice that forecasts for shorter periods of time are more accurate than those for longer periods of time.

In December 2010, based on ARPC’s December 2010 study and the Corporation’s own review of the asbestos claim and resolution activity, the Corporation decreased its asbestos-related liability for pending and future claims to $744 million, which covered the 15-year period ending 2025, excluding future defense and processing costs. The reduction was $54 million and was shown as “Asbestos-related credits” in the consolidated statements of income. At December 31, 2010, the asbestos-related liability for pending and future claims was $728 million. At December 31, 2010, approximately 21 percent of the recorded liability related to pending claims and approximately 79 percent related to future claims.

Based on the Corporation’s review of 2011 activity, it was determined that no adjustment to the accrual was required at June 30, 2011. The Corporation’s asbestos-related liability for pending and future claims was $703 million at June 30, 2011. Approximately 20 percent of the recorded liability related to pending claims and approximately 80 percent related to future claims.

Insurance Receivables

At December 31, 2002, the Corporation increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by the Corporation after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which the Corporation and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of the Corporation’s insurance policies and to resolve issues that the insurance carriers may raise.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

In September 2003, the Corporation filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds (the “Insurance Litigation”). The Insurance Litigation was filed against insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place with the Corporation regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Since the filing of the case, UCC has reached settlements with several of the carriers involved in the Insurance Litigation, including settlements reached with two significant carriers in the fourth quarter of 2009. The Insurance Litigation is ongoing.

The Corporation’s receivable for insurance recoveries related to its asbestos liability was $50 million at June 30, 2011 and $50 million at December 31, 2010. At June 30, 2011 and December 31, 2010, all of the receivable for insurance recoveries was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

In addition to the receivable for insurance recoveries related to the asbestos-related liability, the Corporation had receivables for defense and resolution costs submitted to insurance carriers that have settlement agreements in place regarding their asbestos-related insurance coverage.

The following table summarizes the Corporation’s receivables related to its asbestos-related liability:



Receivables for Asbestos-Related Costs In millions	Jun 30, 2011		Dec 31, 2010
Receivables for defense costs – carriers with settlement agreements	$	23	$	12
Receivables for resolution costs - carriers with settlement agreements	190		236
Receivables for insurance recoveries - carriers without settlement agreements	50		50
Total	$	263	$	298

The Corporation expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $15 million for the second quarter of 2011 ($22 million in the second quarter of 2010) and $28 million in the first six months of 2011 ($36 million in the first six months of 2010) and was reflected in “Cost of sales.”

After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, and after taking into account the solvency and historical payment experience of various insurance carriers, existing insurance settlements, and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, the Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

Summary

The amounts recorded for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries to be higher or lower than those projected or those recorded.

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

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

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 adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that, except for the asbestos-related matters described above, the ultimate outcome of all known and future claims, after provisions for insurance, will not have a material adverse impact on the results of operations, cash flows and financial position of the Corporation. Should any losses be sustained in connection with any of such legal proceedings and claims in excess of provisions provided and available insurance, they will be charged to income when determinable.

Purchase Commitments

At December 31, 2010, the Corporation had various outstanding commitments for take-or-pay agreements, with terms extending from one to fifteen years. Such commitments were not in excess of current market prices. The fixed and determinable portion of obligations under purchase commitments at December 31, 2010 is presented in the table below. There have been no material changes to purchase commitments since December 31, 2010.



Fixed and Determinable Portion of Take-or-Pay Obligations at December 31, 2010 In millions
2011	$	5
2012	6
2013	6
2014	6
2015	6
2016 and beyond	15
Total	$	44

Conditional Asset Retirement Obligations

The Corporation has recognized conditional asset retirement obligations related to asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites in the United States. The aggregate carrying amount of conditional asset retirement obligations was $9 million at June 30, 2011 and $9 million at December 31, 2010. The discount rate used to calculate the Corporation’s asset retirement obligations was 1.78 percent at June 30, 2011 and 1.78 percent at December 31, 2010. These obligations are included in the consolidated balance sheets as “Other noncurrent obligations.”

The Corporation has not recognized conditional asset retirement obligations for which a fair value cannot be reasonably estimated in its consolidated financial statements. It is the opinion of management that the possibility is remote that such conditional asset retirement obligations, when estimable, will have a material adverse impact on the Corporation’s consolidated financial statements based on current costs.

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Notes to the Consolidated Financial Statements



(Unaudited)

NOTE H NOTES PAYABLE AND LONG-TERM DEBT



Notes Payable In millions	Jun 30, 2011			Dec 31, 2010
Notes payable – related companies	$	3		$	3
Period-end average interest rates	1.35		%	1.35		%



Long-Term Debt
In millions	2011 Average Rate		Jun 30, 2011			2010 Average Rate		Dec 31, 2010
Promissory notes and debentures:
Debentures due 2023	7.875	%	$	175		7.875	%	$	175
Debentures due 2025	6.79	%	12			6.79	%	12
Debentures due 2025	7.50	%	150			7.50	%	150
Debentures due 2096	7.75	%	135			7.75	%	200
Other facilities:
Pollution control/industrial revenue bonds, maturity 2012	5.09	%	37			5.09	%	37
Unamortized debt discount	—		(2		)	—		(3		)
Long term debt due within one year	—		(37		)	—		—
Total long-term debt	—		$	470		—		$	571



Annual Installments on Long-Term Debt For Next Five Years at June 30, 2011 In millions
2011	$	—
2012	$	37
2013	$	—
2014	$	—
2015	$	—
2016	$	—

On March 22, 2011, the Corporation concluded a cash tender offer for $65 million aggregate principal amount of certain notes issued by the Corporation. As a result of the tender offer, the Corporation redeemed $65 million of the notes and recognized a $6 million pretax loss on early extinguishment of debt, included in “Sundry expense – net” in the consolidated statements of income.

The Corporation’s outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation’s size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes. Management believes the Corporation was in compliance with the covenants referred to above at June 30, 2011.

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Notes to the Consolidated Financial Statements



(Unaudited)

NOTE I PENSION AND OTHER POSTRETIREMENT BENEFITS



Net Periodic Benefit Cost for All Significant Plans	Three Months Ended						Six Months Ended
In millions	Jun 30, 2011			Jun 30, 2010			Jun 30, 2011			Jun 30, 2010
Defined Benefit Pension Plans:
Service cost	$	6		$	4		$	12		$	8
Interest cost	50			52			100			104
Expected return on plan assets	(63		)	(66		)	(126		)	(132		)
Amortization of prior service cost	2			2			4			4
Amortization of net loss	21			15			42			30
Net periodic benefit cost	$	16		$	7		$	32		$	14
Other Postretirement Benefits:
Interest cost	$	5		$	6		$	10		$	12
Net periodic benefit cost	$	5		$	6		$	10		$	12

NOTE J RELATED PARTY TRANSACTIONS

The Corporation sells its products to Dow to simplify the customer interface process. Products are sold to and purchased from Dow at market-based prices in accordance with the terms of Dow’s long-standing intercompany pricing policies. The Corporation also procures certain commodities and raw materials through a Dow subsidiary and pays a commission to that Dow subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense is included in “Sundry expense – net” in the consolidated statements of income. Purchases from that Dow subsidiary were $1,043 million in the second quarter of 2011 ($732 million in the second quarter of 2010) and $1,814 million during the six-month period ended June 30, 2011 ($1,608 million during the six-month period ended June 30, 2010).

The Corporation has a master services agreement with Dow whereby Dow 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 Dow, general administrative and overhead type services that Dow routinely allocates to various businesses are charged to UCC.

In the first quarter of 2011, the master services agreement was amended to change the basis of cost allocation for general administrative and overhead type services from conversion costs to headcount and to include a 10 percent service fee. The new allocation basis includes certain costs that were previously charged to UCC based on the activities’ cost including employee costs, as well as direct and indirect costs. This arrangement resulted in approximately $13 million in the second quarter of 2011 and $25 million for the first half of 2011, for general administrative and overhead type services and the 10 percent service fee, included in “Sundry expense – net.” The remaining activity-based costs were approximately $6 million for the second quarter of 2011 and $10 million for the first half of 2011 and were included in “Cost of sales.”

Under the master services agreement in place for 2010, costs related to general administrative and overhead services were allocated to UCC based on the Corporation’s and Dow’s relative manufacturing conversion costs. This arrangement resulted in an average quarterly charge of approximately $5 million in the first half of 2010, included in “Sundry expense – net.”

Additionally, for services that Dow routinely charged based on effort, UCC was charged the cost of such services on a fully absorbed basis in 2010, which included direct and indirect costs. Certain Dow employees were contracted to UCC and Dow was reimbursed for all direct employment costs of such employees. These activity-based costs resulted in a quarterly charge of approximately $12 million in the second quarter of 2010, and $25 million for the first half of 2010 which were included in “Cost of sales.”

Management believes the method used for determining expenses charged by Dow is reasonable. Dow 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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Notes to the Consolidated Financial Statements



(Unaudited)

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

As part of Dow’s cash management process, UCC is a party to revolving loans with Dow that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At June 30, 2011, the Corporation had a note receivable of $4.1 billion ($4.3 billion at December 31, 2010) from Dow 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 Dow that allows the Corporation to borrow or obtain credit enhancements up to an aggregate of $1 billion that matures December 31, 2011. Dow may demand repayment with a 30-day written notice to the Corporation, subject to certain restrictions. A related collateral agreement provides for the replacement of certain existing pledged assets, primarily equity interests in various subsidiaries and joint ventures, with cash collateral. At June 30, 2011, $889 million ($881 million at December 31, 2010) was available under the revolving credit agreement. The cash collateral is reported as “Noncurrent receivables from related companies” in the consolidated balance sheets.

In June 2011, the Corporation declared and paid a dividend of $225 million to Dow; dividends to Dow totaled $400 million for the six months ended June 30, 2011. In June 2010, the Corporation declared and paid a dividend of $150 million to Dow; dividends to Dow totaled $300 million for the six months ended June 30, 2010.

The Corporation received cash dividends from its related company investments of less than $1 million in the second quarter of 2011 and less than $1 million during the six-month period ended June 30, 2011. The Corporation received cash dividends from its related company investments of less than $1 million in the second quarter of 2010 and $20 million during the six-month period ended June 30, 2010. These dividends are included in “Sundry expense – net.”

NOTE K SUBSEQUENT EVENT

On July 27, 2011, Dow entered into a definitive agreement under which Dow's global Polypropylene business will be divested to Braskem SA for a total enterprise value of approximately $340 million. Dow expects the transaction to close by the end of the third quarter 2011, pending regulatory approval. The divestiture will include the Corporation's polypropylene manufacturing facility at Seadrift, Texas. Also included are inventory, business know-how and certain product and process technology. The Corporation's Polypropylene Licensing and Catalyst business and related catalyst facilities are excluded from the scope of the transaction.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Pursuant to General Instruction H of Form 10-Q “Omission of Information by Certain Wholly-Owned Subsidiaries,” this section includes only management's narrative analysis of the results of operations for the three- and six-month periods ended June 30, 2011, the most recent periods, compared with the three- and six-month periods ended June 30, 2010, the corresponding periods in the preceding fiscal year.

References below to “Dow” refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context.

Dow conducts its worldwide operations through global businesses. Union Carbide Corporation’s (the “Corporation” or “UCC”) business activities comprise components of Dow’s global operations 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.

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of the Corporation. This section covers the current performance and outlook of the Corporation. The forward-looking statements contained in this section and in other parts of this document involve risks and uncertainties that may affect the Corporation's operations, markets, products, services, prices and other factors as more fully discussed elsewhere and in filings with the U.S. Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Corporation's expectations will be realized. The Corporation assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

RESULTS OF OPERATIONS

Total net sales for the second quarter of 2011 were $2,032 million compared with $1,605 million for the second quarter of 2010, an increase of 27 percent. Total net sales were $3,643 million for the first half of 2011 compared with $3,209 million for the first half of 2010, an increase of 14 percent.

Net sales to related companies, principally to Dow, for the second quarter of 2011 were $1,980 million compared with$1,562 million for the second quarter of 2010, an increase of 27 percent. Net sales to related companies were $3,546 million for the first half of 2011 compared with $3,118 million for the first half of 2010, an increase of 14 percent. Selling prices to Dow are based on market prices for the related products. Average selling prices for all products increased in the second quarter of 2011 compared with the second quarter of 2010, in response to higher feedstock and energy costs with polyproplylene products reporting the most significant price increases. Sales volume increased for most products in the second quarter of 2011 compared with the second quarter of 2010, reflecting continued improvement in global economic conditions. This increase was partially offset by a decline in monoethylene glycol and diethylene glycol volume due to a shift in product mix.

For the first half of 2011, average selling prices for all products were higher compared with the first half of 2010 in response to higher feedstock and energy costs, with vinyl acetate monomers and polypropylene products reporting the most significant price increases. Sales volume increased for most products in the first half of 2011 compared with the first half of 2010, reflecting continued improvement in global economic conditions partially offset by a shift in product mix.

Cost of sales increased 21 percent from $1,502 million in the second quarter of 2010 to $1,816 million in the second quarter of 2011, principally due to higher feedstock and energy costs, that were partially offset by the shift in product mix. On a year-to-date basis, cost of sales increased 6 percent from $3,065 million in the first half of 2010 to $3,245 million in the first half of 2011 principally due to higher feedstock and energy costs.

Research and development expenses were $16 million in the second quarter of 2011 compared with $12 million in the second quarter of 2010, an increase of 33 percent. Research and development expenses were $26 million in the first half of 2011 compared with $23 million in the first half of 2010, an increase of 13 percent. These increases were due to a strategic realignment of research and development resources.

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On July 31, 2009, Dow entered into a definitive agreement that included the sale of certain specialty latex assets of the Corporation, located in the United States, Canada, Puerto Rico and Mexico, as required by the Federal Trade Commission for the approval of Dow’s acquisition of the Rohm and Haas Company. The divestiture of these assets was completed on January 25, 2010. In the first quarter of 2010, the impact of this sale on the Corporation’s consolidated financial statements was a loss of $5 million related to additional impairments of these assets, which was shown as “Restructuring charges” in the consolidated statements of income.

Equity in earnings of nonconsolidated affiliates was $18 million in the second quarter of 2011 compared with $11 million in the second quarter of 2010. In the first half of 2011, equity in earnings of nonconsolidated affiliates was $35 million compared with $20 million for the first half of 2010. These increases were driven by improved earnings at Univation Technologies, LLC.

Sundry expense – net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, commissions, charges for management services provided by Dow and gains and losses on sales of investments and assets. Sundry expense – net for the second quarter of 2011 was $24 million compared with $10 million for the second quarter of 2010. For the first six months of 2011, Sundry expense - net was $54 million compared with $4 million in the first six months of 2010. The increase was primarily due to the impact of a change in cost allocation in a new master services agreement with Dow and a loss of $6 million related to the early extinguishment of debt in the first quarter of 2011. The master services agreement was amended to change the basis of cost allocation for general administrative and overhead type services from conversion costs to headcount and to include a 10 percent service fee. See Notes H and J to the Consolidated Financial Statements for additional information.

Interest income was $10 million in the second quarter of 2011 compared with $13 million in the second quarter of 2010 and $21 million for the first half of 2011 compared with $31 million for the first half of 2010. These decreases were primarily due to lower interest rates in the current quarter and the first half of 2011.

Interest expense and amortization of debt discount was $9 million in the second quarter of 2011 compared with $12 million in the second quarter of 2010. For the six months ended June 30, 2011, interest expense and amortization of debt discount was $18 million compared to $22 million in the first six months of 2010. These decreases were primarily due to the reduction in long-term debt, which resulted from the early extinguishment of debt in the first quarter of 2011.

The Corporation reported a tax provision of $63 million in the second quarter of 2011, which resulted in an effective tax rate for the quarter of 33.2 percent. This compared with a tax provision of $15 million in the second quarter of 2010, which resulted in an effective tax rate of 16.9 percent. For the first six months of 2011, the Corporation reported a tax provision of $116 million, which resulted in an effective tax rate of 33.2 percent. This compared with a tax benefit of $2 million in the first six months of 2010, primarily due to the reduction of a state tax liability in the United States during the first quarter of 2010. The effective tax rate fluctuates based on, among other factors, where income is earned, the level of after-tax income from joint ventures, dividends received from investments in related companies and the level of income relative to tax credits available.

The Corporation reported net income of $127 million for the second quarter of 2011 compared with $74 million for the second quarter of 2010, and net income of $233 million for the first half of 2011 compared with $136 million for the first half of 2010. The results for the first half of 2011 reflected management’s focus on restoring margins, which more than offset higher feedstock and energy costs.

SUBSEQUENT EVENT

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OTHER MATTERS

Recent Accounting Guidance

See Note B to the Consolidated Financial Statements for a summary of recent accounting guidance.

Critical Accounting Policies

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 A to the Consolidated Financial Statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 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 2010 10-K. Since December 31, 2010, there have been no material changes in the Corporation’s critical accounting policies.

Asbestos-Related Matters

Introduction

The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three 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 table below provides information regarding asbestos-related claims filed against the Corporation and Amchem:



	2011		2010
Claims unresolved at January 1	62,582		75,030
Claims filed	4,253		3,675
Claims settled, dismissed or otherwise resolved	(8,878	)	(12,606	)
Claims unresolved at June 30	57,957		66,099
Claimants with claims against both UCC and Amchem	18,098		21,226
Individual claimants at June 30	39,859		44,873

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.

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Estimating the Liability

Based on a study completed by Analysis, Research & Planning Corporation (“ARPC”) in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, the Corporation has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate. In addition, the Corporation has requested ARPC to review Union Carbide’s historical asbestos claim and resolution activity each November since 2004 to determine the appropriateness of updating the most recent ARPC study.

Defense and Resolution Costs

The following table provides information regarding defense and resolution costs related to asbestos-related claims filed against the Corporation and Amchem:



Defense and Resolution Costs	Six Months Ended				Aggregate Costs to
In millions	Jun 30, 2011		Jun 30, 2010		Date as of Jun 30, 2011
Defense costs	$	28	$	36	$	802
Resolution costs	$	26	$	26	$	1,549

The average resolution payment per asbestos claimant and the rate of new claim filings has fluctuated both up and down since the beginning of 2001. The Corporation’s management expects such fluctuations to continue in the future based upon a number of factors, including the number and type of claims settled in a particular period, the jurisdictions in which such claims arose, and the extent to which any proposed legislative reform related to asbestos litigation is being considered.

The Corporation expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $15 million in the second quarter of 2011 ($22 million in the second quarter of 2010), and $28 million in the first six months of 2011 ($36 million in the first six months of 2010) and was reflected in “Cost of sales” in the consolidated statements of income.

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Insurance Receivables

The following table summarizes the Corporation’s receivables related to its asbestos-related liability:



Receivables for Asbestos-Related Costs In millions	Jun 30, 2011		Dec 31, 2010
Receivables for defense costs - carriers with settlement agreements	$	23	$	12
Receivables for resolution costs - carriers with settlement agreements	190		236
Receivable for insurance recoveries - carriers without settlement agreements	50		50
Total	$	263	$	298

After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, the Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

Summary

The amounts recorded for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries to be higher or lower than those projected or those recorded.

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

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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 or 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 or 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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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

No material developments in asbestos-related matters occurred during the second quarter of 2011. For a summary of the history and current status of asbestos-related matters, see Management’s Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters; and Note G to the Consolidated Financial Statements.

ITEM 1A. RISK FACTORS.

There were no material changes in the Corporation’s risk factors in the second quarter of 2011.

ITEM 6. EXHIBITS.

See the Exhibit Index on page 25 of this Quarterly Report on Form 10-Q for exhibits filed with this report.

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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: August 3, 2011
	By:	/s/ RONALD C. EDMONDS
		Ronald C. Edmonds
		Vice President and Controller
		The Dow Chemical Company
		Authorized Representative of
		Union Carbide Corporation


	By:	/s/ EUDIO GIL
		Eudio Gil
		Vice President, Treasurer and
		Chief Financial Officer

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Exhibit Index



EXHIBIT NO.	DESCRIPTION
23	Analysis, Research & Planning Corporation’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	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema Document (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (1)

(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

UNION CARBIDE CORP /NEW/ - FORM 10-Q - August 3, 2011

Attached files

UNION CARBIDE CORP /NEW/ Reports