v3.25.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS DISCLOSURE 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 2024 10-K.

Product and Services Agreements
The following table summarizes UCC’s transactions with TDCC and a TDCC subsidiary related to product and services agreements for the three and nine months ended September 30, 2025 and 2024:

Product and Services Agreements TransactionsThree Months EndedNine Months Ended
Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024Income Statement Classification
In millions
Activity-based costs 1
$169 $154 $531 $445 Cost of sales
Commodity and raw material purchases 2
$287 $229 $803 $728 Cost of sales
Commission expense$$$14 $15 Sundry income (expense) - net
General administrative and overhead type services and service fee 3
$17 $14 $53 $40 Sundry income (expense) - net
1.Activity-based costs include short-term lease cost of $4 million and $11 million related to pipeline and site services for the three and nine months ended September 30, 2025, respectively ($4 million and $11 million for the three and nine months ended September 30, 2024, respectively), included in Lease Cost in Note 8. The increase in activity-based costs was primarily due to planned maintenance turnaround activity and higher feedstock and energy costs.
2.Period-end balances on hand are included in inventory.
3.The increase in services and fees resulted from TDCC's periodic review of its cost allocation for global services.

Tax Sharing Agreement
The Corporation is included in TDCC's consolidated federal income tax group. Current and deferred tax expenses are calculated for the Corporation as a stand-alone group and are allocated to the group from the consolidated totals, consistent with the TDCC-UCC Tax Sharing Agreement. The amounts reported as income taxes payable or receivable represent the Corporation's payment obligation (or refundable amount) to TDCC based on a theoretical tax liability calculated on a separate return method.

In the first quarter of 2024, the Corporation recorded a decrease of approximately $220 million of its income tax and related interest receivable due to a tax audit closure. These amounts were settled through the Corporation's cash management process with TDCC and were reflected in "Related company receivables" and "Other assets and liabilities" in the consolidated statements of cash flows for the nine months ended September 30, 2024.

In the second and third quarters of 2025, TDCC sold minority portions of its membership interests in its wholly owned subsidiary that owns and operates infrastructure assets at certain TDCC and UCC manufacturing sites on the U.S. Gulf Coast. The Corporation previously sold its membership interests in this subsidiary to another Dow subsidiary in 2023. As a result of TDCC's sales of membership interests, portions of the noncurrent tax liability resulting from UCC's 2023 divestment became due. Accordingly, amounts previously recorded in "Other noncurrent obligations" ($219 million in the second quarter of 2025 and $49 million in the third quarter of 2025) were reclassified to "Income taxes payable." These amounts will be settled through the Corporation's cash management process with TDCC and are currently reflected in "Accounts payable - Related companies" and "Income taxes payable" in the consolidated balances sheets at September 30, 2025.

On July 4, 2025, U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“the Act”) and commonly referred to as the One Big Beautiful Bill Act was signed into law. The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. Based on the analysis performed by the Corporation to date, the Act is not expected to have a material impact on the effective tax rate.
Dividends and Distributions
The following table summarizes cash dividends declared and paid to TDCC for the three and nine months ended September 30, 2025 and 2024:

Cash Dividends Declared and PaidThree Months EndedNine Months Ended
Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024
In millions
Cash dividends declared and paid$— $42 $28 $228 

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.

As part of TDCC's continuing efforts to optimize its intercompany financing structure, the Corporation received a pro-rata distribution of a portion of a note receivable totaling $735 million in the third quarter of 2025 from Dow International Holdings Company, a related company in which the Corporation holds a 4.7 percent ownership interest. The distribution was recorded in “Sundry income (expense) – net” in the consolidated statements of income and was subsequently distributed to TDCC and presented as "Distribution to parent" in the consolidated statements of equity for the three and nine months ended September 30, 2025. These nontaxable transactions, which were executed in accordance with TDCC's intercompany cash management process, resulted in an effective tax rate of 1.8 percent and negative 1.1 percent for the three and nine months ended September 30, 2025, respectively.