{"url_path":"/sec/cik-0000100790/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-03","source_url":"https://www.sec.gov/Archives/edgar/data/100790/0000029915-26-000004-index.html","accession_number":"0000029915-26-000004","cik":"0000100790","ticker":null,"issuer_name":"UNION CARBIDE CORP /NEW/","edgar_url":"https://www.sec.gov/Archives/edgar/data/100790/0000029915-26-000004-index.html","primary_entity_key":"0000100790","primary_entity_name":"UNION CARBIDE CORP /NEW/"},"word_count":1420,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES\n\n(a) The following documents are filed as part of this report:\n\n1. The Corporation's 2025 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) are included in Item 8 of this Annual Report on Form 10-K.\n\n2. Financial Statement Schedules are omitted because of the absence of the conditions under which they are required or because the information called for is included in the Consolidated Financial Statements or Notes thereto.\n\nThe following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:\n\nExhibit No.Description of Exhibit\n\n2.1\n[Agreement and Plan of Merger dated as of August 3, 1999 among Union Carbide Corporation, The Dow Chemical Company and Transition Sub Inc., incorporated by reference to Exhibit 2 of the Corporation's Current Report on Form 8-K dated August 3, 1999.](https://www.sec.gov/Archives/edgar/data/100790/000089183699000607/0000891836-99-000607.txt)\n\n2.2\n[Agreement for the Sale & Purchase of Shares, dated as of August 17, 2009, among Union Carbide Corporation, UCMG L.L.C. and Petroliam Nasional Berhad, incorporated by reference to Exhibit 2.1 of the Corporation's Current Report on Form 8-K dated September 30, 2009.](https://www.sec.gov/Archives/edgar/data/100790/000094787109000610/ss74330_ex0201.htm)\n\n2.3\n[Sale and Purchase Agreement, dated as of December 1, 2023, between the Corporation and Dow Multinational Holding LLC, incorporated by reference to Exhibit 2.3 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/100790/000002991524000003/ucc2023ex23infraredstep11s.htm)\n\n3.1\n[Restated Certificate of Incorporation of Union Carbide Corporation under Section 807 of the Business Corporation Law, as filed on May 13, 2008, incorporated by reference to Exhibit 3.1.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.](https://www.sec.gov/Archives/edgar/data/100790/000110465908048173/a08-19125_1ex3d1d4.htm)\n\n3.2\n[Amended and Restated Bylaws of Union Carbide Corporation, amended as of April 22, 2004, incorporated by reference to Exhibit 3.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.](https://www.sec.gov/Archives/edgar/data/100790/000104746904015491/a2135508zex-3_2.htm)\n\n4.1\n[Indenture dated as of June 1, 1995, between the Corporation and the Chase Manhattan Bank (formerly Chemical Bank), as trustee, incorporated by reference to Exhibit 4.1.2 to the Corporation's Registration Statement on Form S-3, File No. 33-660705, filed with the SEC on October 13, 1995.](https://www.sec.gov/Archives/edgar/data/100790/0000100790-95-000027.txt)\n\n4.2The 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.\n\n10.1\n[Amended and Restated Service Agreement, effective as of July 1, 2002, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.23 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.](https://www.sec.gov/Archives/edgar/data/100790/000091205702040188/a2091948zex-10_23.htm)\n\n10.1.1\n[Service Addendum No. 2 to the Service Agreement, effective as of August 1, 2001, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.23.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.](https://www.sec.gov/Archives/edgar/data/100790/000091205702040188/a2091948zex-10_232.htm)\n\n10.1.2\n[Restated Service Addendum No. 1 to the Service Agreement, effective as of February 6, 2001, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.23.3 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002.](https://www.sec.gov/Archives/edgar/data/100790/000110465903003204/j7851_ex10d23d3.htm)\n\n10.1.3\n[Service Addendum No. 3 to the Amended and Restated Service Agreement, effective as of January 1, 2005, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.1.3 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2004.](https://www.sec.gov/Archives/edgar/data/100790/000104746905004198/a2151918zex-10_13.htm)\n\n10.1.4\n[First Amendment to Amended and Restated Service Agreement, effective as of January 1, 2011, between the Corporation and The Dow Chemical Company incorporated by reference to Exhibit 10.1.4 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.](https://www.sec.gov/Archives/edgar/data/100790/000002991511000013/ucc1q11ex101_4.htm)\n\n63\n\n[Table of Contents](#i2aef629ae28d4ab08017402fb32766d6_7)\n\nExhibit No.Description of Exhibit\n\n10.1.5\n[Service Addendum No. 4 to the Amended and Restated Service Agreement, effective as of January 1, 2019, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.1.5 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/100790/000002991522000004/ucc2021-10xkxex1015.htm)\n\n10.2\n[Second Amended and Restated Sales Promotion Agreement, effective January 1, 2004, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.24 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003.](https://www.sec.gov/Archives/edgar/data/100790/000104746904005080/a2128959zex-10_24.htm)\n\n10.2.1\n[First Amendment to Second Amended and Restated Sales Promotion Agreement, effective as of March 22, 2013, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.2.1 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.](https://www.sec.gov/Archives/edgar/data/100790/000002991513000019/ucc-3312013xq1xex1021.htm)\n\n10.2.2\n[Second Amendment to Second Amended and Restated Sales Promotion Agreement, effective as of July 1, 2014, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.2.2 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.](https://www.sec.gov/Archives/edgar/data/100790/000002991514000043/ucc-9302014xq3xex1022.htm)\n\n10.4\n[Amended and Restated Tax Sharing Agreement, effective as of February 7, 2001, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.27 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.](https://www.sec.gov/Archives/edgar/data/100790/000104746903026242/a2115943zex-10_27.htm)\n\n10.5\n[Second Amended and Restated Revolving Credit Agreement, effective as of December 2, 2024, between the Corporation as borrower and The Dow Chemical Company as lender](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[, incorporated by referenc](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[e](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[to](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[Exhibit](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[10](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[.5 of the Corporation](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)['s](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[Annual Report on Form 10-K for the year ended December 31, 2024](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)[.](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex105.htm)\n\n10.7\n[Third Amended and Restated Revolving Loan Agreement, effective as of December 2, 2024, between The Dow Chemical Company as borrower and the Corporation as lender, incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex107.htm)[10.7](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex107.htm)[of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex107.htm)[.](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024loanagreementex107.htm)\n\n10.7.1*\n[First Amendment to Third Amended and Restated Revolving Loan Agreement, effective as of December 4, 2025, between The Dow Chemical Company as borrower and the Corporation as lender.](ucc2025-10xkxex1071loanagr.htm)\n\n10.9\n[Contribution Agreement effective as of December 21, 2007, among the Corporation, Dow International Holdings Company and The Dow Chemical Company, incorporated by reference to Exhibit 10.9 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2007.](https://www.sec.gov/Archives/edgar/data/100790/000110465908011551/a08-2390_1ex10d9.htm)\n\n10.10\n[Agreement (Designation to Provide or Receive Services), effective as of November 1, 2023, between The Dow Chemical Company and the Corporation, incorporated by reference to Exhibit 10.10 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/100790/000002991524000003/ucc2023ex1010infrared-agre.htm)\n\n10.10.1\n[Agreement (Designation to Provide or Receive Services), effective as of November 1, 2024, between The Dow Chemical Company and the Corporation, incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024infraredagreementex.htm)[10](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024infraredagreementex.htm)[.1 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024infraredagreementex.htm)[.](https://www.sec.gov/Archives/edgar/data/100790/000002991525000003/ucc2024infraredagreementex.htm)\n\n10.10.2*\n[Agreement (Designation to Provide or Receive Services), effective as of November 1, 2025, between The Dow Chemical Company and the Corporation.](ucc2025-10xkxex10102diamon.htm)\n\n10.11\n[Agreement (to Receive Products and Services), effective as of November 1, 2023, between the Corporation and The Dow Chemical Company, incorporated by reference to Exhibit 10.11 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/100790/000002991524000003/ucc202310kexhibit1011.htm)\n\n10.12\n[Term Loan Agreement, effective as of December 1, 2023, between Dow Multinational Holding LLC as borrower and the Corporation as lender, incorporated by reference to Exhibit 10.12 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/100790/000002991524000003/ucc2023ex1012infraredstep1.htm)\n\n10.13\n[Sale and Purchase Agreement, effective as of December 15, 2023, between Union Carbide Corporation and Dow Global Technologies LLC, incorporated by reference to Exhibit 10.13 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/100790/000002991524000003/ucc202310kexhibit1013.htm)\n\n19Omitted pursuant to General Instruction I of Form 10-K.\n\n21Omitted pursuant to General Instruction I of Form 10-K.\n\n23*\n[Ankura Consulting Group, LLC's Consent.](ucc2025-10kxex23.htm)\n\n31.1*\n[Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ucc2025-10kxex311.htm)\n\n31.2*\n[Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ucc2025-10kxex312.htm)\n\n64\n\n[Table of Contents](#i2aef629ae28d4ab08017402fb32766d6_7)\n\nExhibit No.Description of Exhibit\n\n32.1*\n[Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ucc2025-10kxex321.htm)\n\n32.2*\n[Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ucc2025-10kxex322.htm)\n\n101.INSThe Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n\n101.SCHInline XBRL Taxonomy Extension Schema Document.\n\n101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LABInline XBRL Taxonomy Extension Label Linkbase Document.\n\n101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.\n\n104Cover 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.\n\n* Filed herewith\n\nThe Corporation will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Corporation's principal executive offices."}