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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

FOR THE QUARTER ENDED JUNE 30, 2002

Commission file number 1-1463

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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.)39 Old Ridgebury Road, Danbury, Connecticut(Address of principal executive offices)
06817-0001(Zip Code)


Registrant's
telephone number, including area code:203-794-2000

Not applicable(Former name, former address and former fiscal year, if changed since last report)

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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 ý    No o.

At
June 30, 2002, 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.

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UNION CARBIDE CORPORATION        TABLE OF CONTENTS

|                             |                                                                                               | Page                                            
|---------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------
|PART IFINANCIAL INFORMATION |                                                                                               |                                                 
|                             | Item 1. Financial Statements                                                                  |                                                 
|                             |                                                                                               | Consolidated Statements of Income               
|                             |                                                                                               | Consolidated Balance Sheets                     
|                             |                                                                                               | Consolidated Statements of Cash Flows           
|                             |                                                                                               | Consolidated Statements of Comprehensive Income 
|                             |                                                                                               | Notes to the Consolidated Financial Statements  
|                             | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                 
|                             |                                                                                               | Disclosure Regarding Forward-Looking Information
|                             |                                                                                               | Results of Operations                           
|                             |                                                                                               | Other Matters                                   
|                             | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                 
|PART IIOTHER INFORMATION    |                                                                                               |                                                 
|                             | Item 1. Legal Proceedings                                                                     |                                                 
|                             | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                 
|SIGNATURE                    |                                                                                               | 22                                              

2

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Note A)

Union Carbide Corporation and Subsidiaries        Consolidated Statements of Income

|                                                                     |                                                           | Three Months Ended |       | Six Months Ended |  
|-------------------------------------------------------------------- | --------------------------------------------------------- | ------------------ | ----- | ---------------- | -
|
|                                                                     | Net trade sales                                           |                    | $     | 91               |  
|                                                                     | Net sales to related companies                            |                    |       | 1,056            |  
|                                                                     |                                                           |                    |       |                  |  
|Total Net Sales                                                      |                                                           |                    | 1,147 |                  |  
|                                                                     |                                                           |                    |       |                  |  
|                                                                     | Cost of sales                                             |                    |       | 1,017            |  
|                                                                     | Research and development expenses                         |                    |       | 30               |  
|                                                                     | Selling, general and administrative expenses              |                    |       | 13               |  
|                                                                     | Amortization of intangibles                               |                    |       |                 |  
|                                                                     | Merger-related expenses and restructuring                 |                    |       |                 |  
|                                                                     | Insurance and finance company operations, pretax loss     |                    |       |                 |  
|                                                                     | Equity in earnings (losses) of nonconsolidated affiliates |                    |       | (1               | )
|                                                                     | Sundry incomenet                                         |                    |       | 33               |  
|                                                                     |                                                           |                    |       |                  |  
|Earnings (Loss) before Interest, Income Taxes and Minority Interests |                                                           |                    | 119   |                  |  
|                                                                     |                                                           |                    |       |                  |  
|                                                                     | Interest income                                           |                    |       | 12               |  
|                                                                     | Interest expense and amortization of debt discount        |                    |       | 33               |  
|                                                                     |                                                           |                    |       |                  |  
|Income (Loss) before Income Taxes and Minority Interests             |                                                           |                    | 98    |                  |  
|                                                                     |                                                           |                    |       |                  |  
|                                                                     | Provision (Credit) for income taxes                       |                    |       | 40               |  
|                                                                     | Minority interests' share in income                       |                    |       | 1                |  
|                                                                     |                                                           |                    |       |                  |  
|Net Income (Loss) Available for Common Stockholder                   |                                                           | $                  | 57    |                  | $
|                                                                     |                                                           |                    |       |                  |  
|Depreciation                                                         |                                                           | $                  | 77    |                  | $
|                                                                     |                                                           |                    |       |                  |  
|Capital Expenditures                                                 |                                                           | $                  | 20    |                  | $
|                                                                     |                                                           |                    |       |                  |  

See Notes to the Consolidated Financial Statements.

3

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Union Carbide Corporation and Subsidiaries        Consolidated Balance Sheets

|In millions (Unaudited) |                                               | June 30,
2002                                                         |       | Dec. 31,
2001
|----------------------- | --------------------------------------------- | --------------------------------------------------------------------- | ----- | -------------
|Assets                 
|Current Assets          |                                               |                                                                       |       |              
|                        | Cash and cash equivalents                     |                                                                       | $     | 26           
|                        | Accounts and notes receivable:                |                                                                       |       |              
|                        |                                               | Trade (net of allowance for doubtful receivables2002: $10; 2001: $8) |       |              
|                        |                                               | Related companies                                                     |       |              
|                        |                                               | Other                                                                 |       |              
|                        | Inventories:                                  |                                                                       |       |              
|                        |                                               | Finished and work in process                                          |       |              
|                        |                                               | Materials and supplies                                                |       |              
|                        | Deferred income tax assetscurrent            |                                                                       |       | 282          
|                        |                                               |                                                                       |       |              
|                        | Total current assets                          |                                                                       |       | 2,222        
|                        |                                               |                                                                       |       |              
|Investments             |                                               |                                                                       |       |              
|                        | Investments in related companies, at cost     |                                                                       |       | 480          
|                        | Investments in nonconsolidated affiliates     |                                                                       |       | 501          
|                        | Other investments                             |                                                                       |       | 56           
|                        | Noncurrent receivables                        |                                                                       |       | 400          
|                        | Noncurrent receivables from related companies |                                                                       |       | 68           
|                        |                                               |                                                                       |       |              
|                        | Total investments                             |                                                                       |       | 1,505        
|                        |                                               |                                                                       |       |              
|Property                |                                               |                                                                       |       |              
|                        | Property                                      |                                                                       |       | 7,701        
|                        | Less accumulated depreciation                 |                                                                       |       | 5,002        
|                        |                                               |                                                                       |       |              
|                        | Net property                                  |                                                                       |       | 2,699        
|                        |                                               |                                                                       |       |              
|Other Assets            |                                               |                                                                       |       |              
|                        | Goodwill (Note E)                             |                                                                       |       | 26           
|                        | Other intangible assets (Note E)              |                                                                       |       | 25           
|                        | Deferred income tax assetsnoncurrent         |                                                                       |       | 303          
|                        | Deferred charges and other assets             |                                                                       |       | 312          
|                        |                                               |                                                                       |       |              
|                        | Total other assets                            |                                                                       |       | 666          
|                        |                                               |                                                                       |       |              
|Total Assets            |                                               | $                                                                     | 7,092 |              
|                        |                                               |                                                                       |       |              

See Notes to the Consolidated Financial Statements.

4

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Union Carbide Corporation and Subsidiaries        Consolidated Balance Sheets

|In millions (Unaudited)                    |                                                      | June 30,
2002     |       | Dec. 31,
2001 |      
|------------------------------------------ | ---------------------------------------------------- | ----------------- | ----- | ------------- | -----
|Liabilities and Stockholder's Equity       |                                                     
|Current Liabilities                        |                                                      |                   |       |               |      
|                                           | Notes payable:                                       |                   |       |               |      
|                                           |                                                      | Related companies |       | $             | 223  
|                                           |                                                      | Other             |       |               | 5    
|                                           | Long-term debt due within one year                   |                   |       | 380           |      
|                                           | Accounts payable:                                    |                   |       |               |      
|                                           |                                                      | Trade             |       |               | 259  
|                                           |                                                      | Related companies |       |               | 1,085
|                                           |                                                      | Other             |       |               | 42   
|                                           | Income taxes payable                                 |                   |       | 58            |      
|                                           | Accrued and other current liabilities                |                   |       | 263           |      
|                                           |                                                      |                   |       |               |      
|                                           | Total current liabilities                            |                   |       | 2,315         |      
|                                           |                                                      |                   |       |               |      
|Long-Term Debt                             |                                                      |                   | 1,289 |               |      
|                                           |                                                      |                   |       |               |      
|Other Noncurrent Liabilities               |                                                      |                   |       |               |      
|                                           | Pension and other postretirement benefitsnoncurrent |                   |       | 633           |      
|                                           | Other noncurrent obligations                         |                   |       | 893           |      
|                                           |                                                      |                   |       |               |      
|                                           | Total other noncurrent liabilities                   |                   |       | 1,526         |      
|                                           |                                                      |                   |       |               |      
|Minority Interest in Subsidiaries          |                                                      |                   | 4     |               |      
|                                           |                                                      |                   |       |               |      
|Stockholder's Equity                       |                                                      |                   |       |               |      
|                                           | Common stock (1,000 shares authorized and issued)    |                   |       |              |      
|                                           | Additional paid-in capital                           |                   |       |              |      
|                                           | Retained earnings                                    |                   |       | 2,036         |      
|                                           | Accumulated other comprehensive loss                 |                   |       | (78           | )    
|                                           |                                                      |                   |       |               |      
|                                           | Net stockholder's equity                             |                   |       | 1,958         |      
|                                           |                                                      |                   |       |               |      
|Total Liabilities and Stockholder's Equity |                                                      | $                 | 7,092 |               | $    
|                                           |                                                      |                   |       |               |      

See Notes to the Consolidated Financial Statements.

5

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Union Carbide Corporation and Subsidiaries        Consolidated Statements of Cash Flows

|                                        |                                                                                          | Six Months Ended                                                                          |  
|--------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | -
|
|Operating Activities                    |                                                                                          |                                                                                           |  
|                                        | Net Income (Loss) Available for Common Stockholder                                       |                                                                                           | $
|                                        | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                                           |  
|                                        |                                                                                          | Depreciation and amortization                                                             |  
|                                        |                                                                                          | Provision (Credit) for deferred income tax                                                |  
|                                        |                                                                                          | Earnings/losses of nonconsolidated affiliates less than (in excess of) dividends received |  
|                                        |                                                                                          | Minority interests' share in income                                                       |  
|                                        |                                                                                          | Net loss on sale of consolidated company                                                  |  
|                                        |                                                                                          | Net gain on sales of property                                                             |  
|                                        |                                                                                          | Other net gain                                                                            |  
|                                        |                                                                                          | Merger-related expenses and restructuring                                                 |  
|                                        |                                                                                          | Tax benefitnonqualified stock option exercises                                           |  
|                                        | Changes in assets and liabilities that provided (used) cash:                             |                                                                                           |  
|                                        |                                                                                          | Accounts and notes receivable                                                             |  
|                                        |                                                                                          | Related company receivables                                                               |  
|                                        |                                                                                          | Inventories                                                                               |  
|                                        |                                                                                          | Accounts payable                                                                          |  
|                                        |                                                                                          | Related company payables                                                                  |  
|                                        |                                                                                          | Other assets and liabilities                                                              |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by (used in) operating activities                                          |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Investing Activities                    |                                                                                          |                                                                                           |  
|                                        | Capital expenditures                                                                     |                                                                                           |  
|                                        | Proceeds from sales of property                                                          |                                                                                           |  
|                                        | Proceeds from sale of consolidated company                                               |                                                                                           |  
|                                        | Investments in nonconsolidated affiliates                                                |                                                                                           |  
|                                        | Advances to nonconsolidated affiliates                                                   |                                                                                           |  
|                                        | Collection of noncurrent note receivable from related company                            |                                                                                           |  
|                                        | Proceeds from sale of nonconsolidated affiliate                                          |                                                                                           |  
|                                        | Purchases of investments                                                                 |                                                                                           |  
|                                        | Proceeds from sales of investments                                                       |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by investing activities                                                    |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Financing Activities                    |                                                                                          |                                                                                           |  
|                                        | Changes in short-term notes payable                                                      |                                                                                           |  
|                                        | Changes in notes payable to related companies                                            |                                                                                           |  
|                                        | Payments on long-term debt                                                               |                                                                                           |  
|                                        | Purchases of treasury stock                                                              |                                                                                           |  
|                                        | Proceeds from sales of common stock                                                      |                                                                                           |  
|                                        | Distributions to minority interests                                                      |                                                                                           |  
|                                        | Dividends paid to stockholder                                                            |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash provided by (used in) financing activities                                          |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|Effect of Exchange Rate Changes on Cash |                                                                                          |                                                                                           | 
|                                        |                                                                                          |                                                                                           |  
|Summary                                 |                                                                                          |                                                                                           |  
|                                        | Decrease in cash and cash equivalents                                                    |                                                                                           |  
|                                        | Cash and cash equivalents at beginning of year                                           |                                                                                           |  
|                                        |                                                                                          |                                                                                           |  
|                                        | Cash and cash equivalents at end of period                                               |                                                                                           | $
|                                        |                                                                                          |                                                                                           |  

See Notes to the Consolidated Financial Statements.

6

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Union Carbide Corporation and Subsidiaries        Consolidated Statements of Comprehensive Income

|                                                   |                                         | Three Months Ended |    | Six Months Ended |  
|-------------------------------------------------- | --------------------------------------- | ------------------ | -- | ---------------- | -
|
|Net Income (Loss) Available for Common Stockholder |                                         | $                  | 57 |                  | $
|                                                   |                                         |                    |    |                  |  
|Other Comprehensive Income (Loss), Net of Tax      |                                         |                    |    |                  |  
|                                                   | Unrealized losses on investments        |                    |    | (5               | )
|                                                   | Translation adjustments                 |                    |    | 14               |  
|                                                   |                                         |                    |    |                  |  
|                                                   | Total other comprehensive income (loss) |                    |    | 9                |  
|                                                   |                                         |                    |    |                  |  
|Comprehensive Income (Loss)                        |                                         | $                  | 66 |                  | $
|                                                   |                                         |                    |    |                  |  

See Notes to the Consolidated Financial Statements.

7

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Union Carbide Corporation and Subsidiaries        Notes to the Consolidated Financial Statements        (Unaudited)

Note AConsolidated Financial Statements

Except
as otherwise indicated by the context, the terms "Corporation" and "UCC" as used herein mean Union Carbide Corporation and its consolidated subsidiaries. The unaudited interim
consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are considered necessary for a fair presentation of the results
for the periods covered.

Since
February 6, 2001, the Corporation has been a wholly owned subsidiary of The Dow Chemical Company ("Dow") as a consequence of the Corporation merging with a wholly owned
subsidiary of Dow effective that date (the "merger" or "Dow merger"). Transactions with the Corporation's parent company, Dow, or other Dow subsidiaries have been reflected as related company
transactions in the consolidated financial statements. See Note D for further discussion. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "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 SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," and no 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.

Certain
reclassifications of prior years' amounts have been made to conform to the presentation adopted for 2002. These statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Corporation on March 20, 2002 for the year ended
December 31, 2001.

Note BAccounting Changes

The Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," in June 1998.
SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Corporation
adopted SFAS No. 133, as amended and interpreted by the FASB and the Derivatives Implementation Group through "Statement 133 Implementation Issues", on January 1, 2001. Due to the
Corporation's limited use of financial instruments to manage its exposure to market risks, primarily related to changes in foreign currency exchange rates, the adoption of SFAS No. 133 did not
have a material impact on the Corporation's consolidated financial statements.

In
September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement, which
replaces SFAS No. 125, revises the standards for accounting for securitizations and other transfers of financial assets and collateral, and requires certain disclosures, but it carries over
most of the provisions of SFAS No. 125 without reconsideration. SFAS No. 140 was effective for transfers and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001. It was effective for recognition and reclassifications of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The adoption of SFAS No. 140 did not have a material impact on the Corporation's consolidated financial statements.

8

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In
July 2001, the FASB issued SFAS No. 141, "Business Combinations," which replaces Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations."
Under SFAS No. 141, all business combinations initiated after June 30, 2001 are accounted for using the purchase method. The application of SFAS No. 141 did not result in the
reclassification of any amounts previously recorded as goodwill or other intangible assets.

In
July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which replaces APB Opinion No. 17, "Intangible Assets," and establishes new
accounting and reporting requirements for goodwill and other intangible assets, effective for fiscal years beginning after December 15, 2001.
Under this statement, goodwill and intangible assets that are deemed to have indefinite useful lives are not amortized, but are subject to impairment testing. Impairment testing is required to be
performed at adoption and at least annually thereafter. On an ongoing basis (absent any impairment indicators), Dow's global businesses plan to perform impairment tests during the fourth quarter of
each year, in conjunction with the annual budgeting process. Effective January 1, 2002, UCC ceased all amortization of goodwill, which is its only intangible asset with an indefinite useful
life, and tested recorded goodwill for impairment by comparing the fair value, determined using a discounted cash flow method, with its carrying value. The results of the Corporation's goodwill
impairment test indicated no impairment.

As
required by SFAS No. 142, the Corporation also reassessed the useful lives and the classification of its identifiable intangible assets and determined them to be appropriate.
See Note E for additional disclosures regarding the adoption of SFAS No. 142.

In
August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which requires an entity to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding increase in the related long-lived asset. The liability is adjusted to its present value each period and the
asset is depreciated over its useful life. A gain or loss may be incurred upon settlement of the liability. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The
Corporation is currently assessing the impact of adopting this statement.

In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and provisions of APB Opinion No. 30, "Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of segments of a
business. The statement creates one accounting model, based on the framework established in SFAS No. 121, to be applied to all long-lived assets including discontinued operations.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Corporation determined that its current accounting policy for the impairment of long-lived
assets is consistent with SFAS No. 144.

Note CMerger-related Expenses and Restructuring

On March 29, 2001, management made certain decisions relative to employment levels, duplicate assets and facilities and excess capacity resulting from the
Dow merger. These decisions were based on

9

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management's assessment of the actions necessary to achieve synergies as a result of the merger. The economic effects of these decisions, combined with merger-related transaction costs and certain
asset impairments, resulted in a pretax special charge in the first quarter of 2001 of $1,275 million which was reduced by $52 million in subsequent quarters of 2001.

The
special charge included $629 million for employee-related costs, which consisted predominantly of provisions for employee severance, change of control obligations, medical and
retirement benefits, and outplacement services. The charge was increased by $3 million during 2001 as the original estimates of amounts expected to be paid were further refined. The integration
plans included a workforce reduction of approximately 4,200 people. The charge for severance was based upon the severance plan provisions communicated to employees. According to the initial
integration plans, the Corporation expected to expend approximately 66 percent of the employee-related costs within the first two years following the merger, though the timing of severance
payments is dependent upon employee elections. Expenditures with respect to employee-related costs associated with pension and postretirement benefit plans will occur over a much more extended period.
The Corporation is in the process of determining the period of time over which they will be expended. As of December 31, 2001, severance of approximately $327 million had been paid to
approximately 2,900 former employees. In the first half of 2002, severance of $78 million was paid to approximately 900 former employees, bringing the program-to-date
amount to $405 million paid to approximately 3,800 former employees.

The
special charge included $41 million for transaction costs, which consisted primarily of investment banking, legal and accounting fees. All of these costs had been paid at
March 31, 2001.

The
special charge included $605 million for the write-down of duplicate assets and facilities directly related to the Dow merger, the loss on divestitures required to
obtain regulatory approval for the Dow merger, asset impairments and lease abandonment reserves. Duplicate assets consisted principally of capitalized software costs, information technology equipment
and research and development facilities and equipment, all of which were written off during the first quarter of 2001. The fair values of the impaired assets, which include production facilities and
transportation equipment, were determined based on discounted cash flows and an appraisal, respectively. These components of the special charge will require limited future cash outlays, and will
result in a decrease in annual depreciation of approximately $62 million. In November 2001, the decision to close a research and development facility in Bound Brook, New Jersey was
reversed, in light of difficult economic conditions; the facility will now remain open until at least 2005. Consequently, $55 million of the special charge was reversed during the fourth
quarter of 2001. At December 31, 2001, $77 million of the reserve remained for the abandonment of leased facilities and demolition costs; at June 30, 2002, $69 million of
the reserve remained.

10

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The
following table summarizes the activity in the special charge reserve:

In millions

Labor-related
Costs

Transaction
Costs

Write-down of
Duplicate Assets
and Facilities

Total2001:Special charge

$
629

$
41

$
605

$
1,275Adjustments to reserve


3





(55
)

(52
)Charges against reserve


(327
)

(41
)

(473
)

(841
)Balance at Dec. 31, 2001

$
305




$
77

$
3822002:Charges against reserve


(57
)




(4
)

(61
)Balance at March 31, 2002

$
248




$
73

$
321Charges against reserve


(21
)




(4
)

(25
)Balance at June 30, 2002

$
227




$
69

$
296


Note DRelated Party Transactions

In the second quarter of 2001, the Corporation commenced selling products to Dow to simplify the customer interface process. Products are sold to Dow in
accordance with the terms of Dow's longstanding intercompany pricing policies. The application of these policies results in products being sold to Dow at market-based prices. The Corporation 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 incomenet" in the consolidated statement of income. Purchases from that Dow subsidiary were approximately $276 million during the second quarter of
2002 and $512 million for the first half of 2002.

Subsequent
to the merger, the Corporation entered into a master services agreement with Dow whereby Dow provides services, including accounting, legal, treasury (investments, cash
management, risk management, insurance), procurement, and business management for UCC. This arrangement results in a quarterly charge of approximately $4 million (included in "Sundry
incomenet") for management of the functions in addition to direct charges from the various service providers based upon the terms of the agreement. Additionally, certain Dow employees are
contracted to UCC, and Dow is reimbursed for all direct employment costs of such employees.

As
part of Dow's cash management process, UCC is a party to revolving loans with Dow that have LIBOR-based interest rates with varying maturities. The reduction in noncurrent receivables
from related companies primarily reflects a $483 million repayment of a note receivable associated with the funding of ethylene and polyethylene plants in Canada, owned by Dow Chemical
Canada Inc., in the second quarter of 2002.

The
Corporation declared and paid a dividend of approximately $257 million to its shareholder on April 15, 2002.

11

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In
April 2002, the Corporation sold its ownership interest in a subsidiary in China to a Dow subsidiary also located in China for approximately $20 million. Accordingly,
the consolidated balance sheet at June 30, 2002 does not include the assets and liabilities of the subsidiary, and the consolidated income statement includes the subsidiary's results of
operations from January 1, 2002 through March 31, 2002.

Note EGoodwill and Other Intangible Assets

The
Corporation ceased amortizing goodwill upon adoption of SFAS No. 142 (see Note B) on January 1, 2002. Accumulated amortization for goodwill upon adoption of SFAS
No. 142 was $50 million. The following table provides pro forma results for the three and six months ended June 30, 2001, compared with actual results for the three and six months
ended June 30, 2002, as if the non-amortization provisions of SFAS No. 142 had been applied:

|                           |                                                 | Three months ended |      | Six months ended |  
|-------------------------- | ----------------------------------------------- | ------------------ | ---- | ---------------- | -
|
|Reported net income (loss) |                                                 | $                  | 57.3 |                  | $
|Add back:                  |                                                 |                    |      |                  |  
|                           | Goodwill amortization, net of tax               |                    |      |                 |  
|                           | Equity method goodwill amortization, net of tax |                    |      |                 |  
|                           |                                                 |                    |      |                  |  
|Adjusted net income (loss) |                                                 | $                  | 57.3 |                  | $
|                           |                                                 |                    |      |                  |  

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

| |                                    | At June 30, 2002 |   |     |  | At December 31, 2001 |      |  
| | ---------------------------------- | ---------------- | - | --- |  | -------------------- | ---- | -
|
| | Licenses and intellectual property |                  | $ | 36  |  | $                    | (25  | )
| | Patents                            |                  |   | 5   |  |                      | (3   | )
| | Software                           |                  |   | 178 |  |                      | (166 | )
| | Other                              |                  |   | 1   |  |                      | (1   | )
| |                                    |                  |   |     |  |                      |      |  
| | Total                              |                  | $ | 220 |  | $                    | (195 | )
| |                                    |                  |   |     |  |                      |      |  

Amortization
expense for other intangible assets (not including software) was $0.6 million in the second quarter of 2002, compared with $2 million for the same period last
year. Year to date, amortization
expense for other intangible assets (not including software) was $2 million, compared with $4 million for the six months ended June 30, 2001. Amortization expense for software,
which is included in cost of sales, totaled $1 million in the second quarter of 2002 and 2001.Year to date,

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amortization expense for software was $2 million in 2002 and 2001. Total estimated amortization expense for 2002 and the five succeeding fiscal years is as follows:

Estimated
Amortization
ExpenseIn millions2002

$
6.82003


7.52004


7.52005


4.32006


0.62007


0.3


Note FCommitments and Contingent Liabilities

Environmental

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. The Corporation had accrued obligations of $141 million at June 30, 2002 for environmental matters, including
$34 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 twice that amount. Inherent uncertainties exist in
these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration.
It is the opinion of the Corporation's management that the possibility is remote that costs in excess of those accrued or disclosed will have a material adverse impact on the Corporation's
consolidated financial statements.

Litigation

The Corporation and its subsidiaries are 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. In some of these legal proceedings and claims, the cost of remedies that may be sought or damages claimed is substantial.

Separately,
the Corporation is involved in a large number of asbestos-related suits filed, for the most part, in various state courts at various times over the past three decades. These
suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both general and punitive damages, often in very large amounts. The alleged claims
primarily relate to products that UCC sold in the past; alleged exposure to asbestos-containing products located on UCC's

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premises; and UCC's responsibility for asbestos suits filed against a divested subsidiaryAmchem Products, Inc. ("Amchem").

Typically,
the Corporation is only one of many named defendants, many of which, including UCC and Amchem, were members of the Center for Claims Resolution ("CCR") which sought to resolve
asbestos cases on behalf of its members. The CCR ceased operating in this manner in February 2001, although it still administers certain settlements. The Corporation then began utilizing
Peterson Asbestos Claims Enterprise, but only for claims processing and insurance invoicing.

The
rate at which plaintiffs file asbestos-related suits against the Corporation and Amchem has been influenced by the bankruptcy filings of numerous defendants in asbestos-related
litigation including several former CCR members. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future. At this time, the Corporation cannot estimate the
range of liability that will result from these future cases. The Corporation will aggressively defend or reasonably resolve, as appropriate, both pending and future cases. To date, substantially all
of the amounts paid by the Corporation to resolve asbestos-related suits are covered by third-party insurance.

For
pending cases, the Corporation had asbestos-related litigation accruals of $233 million and related insurance recovery receivables of $223 million at
December 31, 2001. At June 30, 2002, the Corporation had asbestos-related litigation accruals of $298 million and related insurance recovery receivables of $285 million. In
addition, at June 30, 2002, the Corporation had other litigation accruals, unrelated to environmental or asbestos litigation, of $15 million and related insurance recovery receivables of
$15 million.

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 the ultimate outcome of all known and future claims, after provisions for insurance,
will not have a material adverse effect on the consolidated financial position of the Corporation, but could have a material effect on the consolidated results of operations in a given quarter or
year. 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

The Corporation has purchase agreements including one major agreement in 2001 (two in 2000) for the purchase of ethylene-related products in the United States.
Total purchases under these agreements were $63 million in 2001 and $171 million in 2000. The fixed and determinable portion of

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obligations under these purchase commitments at December 31, 2001 are presented in the following table:

Fixed and Determinable Portion of Take or Pay and
Throughput Obligations at December 31, 2001(in millions)2002

$
172003


172004


62005 through expiration of contracts


Total

$
40


Other

The Corporation had additional contingent obligations relating primarily to performance agreements at December 31, 2001 totaling $173 million, of
which $19 million related to guarantees of debt.

Note GLiquidation of LIFO Inventory

During
the quarter ended June 30, 2001, certain inventory quantities were reduced which resulted in a liquidation of certain LIFO inventory layers carried at lower costs which
prevailed in prior years. The effect of the liquidation was to decrease cost of goods sold by $51 million and increase after-tax earnings by $33 million.

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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, 2002, the most recent periods, compared with the three and six month periods
ended June 30, 2001, the corresponding periods in the preceding fiscal year.

References
below to "Dow" refer to The Dow Chemical Company and its subsidiaries.

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 Union Carbide Corporation
(the "Corporation" or "UCC"). 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 ("SEC"). 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

The Corporation reported net income of $57 million for the second quarter of 2002, compared with $39 million for the same quarter of 2001. Net
income for the first half of 2002 was $94 million, compared with a net loss of $832 million for the first half of 2001. The results for the first half of 2001 were impacted by a special
charge of $1,262 million ($829 million after tax) related to the Dow merger (see Note C to the Consolidated Financial Statements).

Total
net sales for the second quarter of 2002 decreased 32 percent to $1,147 million from $1,696 million in the second quarter last year. Year to date, total net
sales decreased 30 percent to $2,265 million from $3,232 million for the first half of 2001. Significant price declines occurred in polyethylene and ethylene oxide/ethylene glycol
which more than offset increased volumes for these products. The decline in net trade sales this year was partially attributable to the absence of sales from former wholly owned entities in Europe,
Latin America and Canada that were contributed to wholly owned subsidiaries of Dow on various dates in 2001 in exchange for ownership interests in those subsidiaries. Net trade sales for the first
half of 2002 declined 91 percent compared with last year as trade sales have been replaced by sales to Dow in order to simplify the customer interface process.

Cost
of sales declined $532 million (34 percent) in the second quarter of 2002 compared with the second quarter last year, primarily due to lower feedstock and energy costs
and merger synergies. As a result, gross margin improved to 11.3 percent from 8.7 percent last year. For the first half of 2002, cost of sales declined $1,002 million
(33 percent) compared with the first half of last year.

Research
and development expenses declined $4 million in the second quarter of 2002 compared with the same quarter last year and declined $18 million for the first half of
2002 compared with the first half of 2001. Selling, general and administrative expenses declined $39 million in the second quarter of 2002 compared with the same quarter last year and declined
$80 million for the first half of 2002 compared with the first half of 2001. These declines are attributable to the realization of cost synergies associated with the merger.

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Equity
in earnings (losses) of nonconsolidated affiliates decreased from $11 million in the second quarter of 2001 to a loss of $1 million in the second quarter of 2002.
Year to date, equity earnings decreased $21 million compared with the first half of 2001. The decline in second quarter and year to date 2002 results is primarily due to lower earnings in 2002
compared to 2001 from EQUATE Petrochemical Company, a Kuwait-based joint venture, and UOP LLC, a joint venture with Honeywell that recorded a restructuring charge in the second quarter of 2002.

Sundry
incomenet includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, commissions, and gains and
losses on sales of investments and assets. Sundry incomenet for the second quarter of 2002 was $33 million, compared with $25 million for the second quarter last year. Year
to date, sundry incomenet was $30 million compared with $24 million last year.

Earnings
before interest, taxes, and minority interests ("EBIT") was $119 million in the second quarter of 2002, compared with $104 million last year. Year to date, EBIT
was $183 million compared with a loss of $1,203 million last year. The results for the first half of 2001 were impacted by merger-related
expenses and restructuring charges of $1,262 million (see Note C to the Consolidated Financial Statements).

Interest
income for the second quarter of 2002 increased to $12 million from $2 million in the second quarter of last year. Interest income for the first half of 2002
increased to $27 million from $4 million in the first half of last year. This increase is primarily due to interest on the noncurrent receivable from related companies.

Interest
expense and amortization of debt discount for the second quarter of 2002 decreased to $33 million from $47 million last year. Year to date, interest expense and
amortization of debt discount decreased to $66 million from $98 million in 2001. This reduction was due primarily to a $1,195 million reduction in short-term
borrowings at June 30, 2002 compared with June 30, 2001.

The
effective tax rate for the second quarter of 2002 was 40.8 percent compared with 30.5 percent for the same quarter last year. Year to date, the effective tax rate was
34.0 percent versus 36.0 percent last year.

Asbestos-Related Matters

The Corporation and its subsidiaries are 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. In some of these legal proceedings and claims, the cost of remedies that may be sought or damages claimed is substantial.

Separately,
the Corporation is involved in a large number of asbestos-related suits filed, for the most part, in various state courts at various times over the past three decades. These
suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both general and punitive damages, often in very large amounts. 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 divested
subsidiaryAmchem Products, Inc. ("Amchem").

Typically,
the Corporation is only one of many named defendants, many of which, including UCC and Amchem, were members of the Center for Claims Resolution ("CCR") which sought to resolve
asbestos cases on behalf of its members. As members of the CCR, the Corporation's and Amchem's strategy was to settle claims as two relatively small (percentage wise) members of the CCR group. The CCR
ceased operating in this manner in February 2001, although it still administers certain settlements.

17

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The Corporation then began utilizing Peterson Asbestos Claims Enterprise, but only for claims processing and insurance invoicing.

The
rate at which plaintiffs file asbestos-related suits against the Corporation and Amchem has been influenced by the bankruptcy filings of numerous defendants in asbestos-related
litigation including several former CCR members. Cases filed against the Corporation and Amchem contain a large percentage of claims that do not allege a particular injury ("Non-Specific
Claims").

Dow
now owns 100 percent of the stock of the Corporation and has been retained to provide its experience in mass tort litigation to manage the Corporation's response to
asbestos-related liability. The Corporation has hired new outside counsel to serve as national trial counsel to aggressively defend or reasonably resolve, as appropriate, both pending and future
cases. The Corporation expects more asbestos-related suits to be filed against it and Amchem in the future. At this time, the Corporation cannot estimate the range of liability that will result from
these future cases. As a consequence of all of the above-stated facts, the Corporation lacks any remotely comparable loss history from which to assess either the number of or the value of future
claims. To date, substantially all of the amounts paid by the Corporation to resolve asbestos-related suits are covered by third-party insurance.

For
pending cases, the Corporation had asbestos-related litigation accruals of $233 million at December 31, 2001 and related insurance recovery receivables of
$223 million. At June 30, 2002, the Corporation had asbestos-related litigation accruals of $298 million and related insurance recovery receivables of $285 million. The
litigation accruals were determined by considering the number of claims pending against the Corporation and Amchem, taking into account claims administration records indicating the severity of the
alleged injury. Because many of the pending claims are Non-Specific Claims, the Corporation has calculated several probable liability outcomes based on estimates and historic distributions
of personal injury claim types and settlement and resolution amounts. The liability estimates at June 30, 2002 ranged from a low of $289 million to a high of $387 million. Upon
review by management, it was determined that the most reasonable estimate was $298 million, which is within the estimable range. The Corporation's asbestos litigation accrual at June 30,
2002 reflected all claims for which the Corporation had received notification through the end of the second quarter of 2002, and the use of the latest average resolution values to calculate probable
outcomes. The accrual also included settled claims that had not yet been paid. The number of claims filed in the second quarter of 2002 remained below the high level of claims filed in the middle of
last year, but increased from the number of claims filed in the first quarter of 2002.

The
insurance receivables for asbestos-related liability were determined 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 insurance receivable associated with the most reasonable probable liability outcome for pending
claims is $285 million and has been recorded at June 30, 2002. This resulted in a net income statement impact to the Corporation of $1.5 million for asbestos-related expense in
the second quarter of 2002, bringing the year to date
impact to $3.5 million. In all of the probable outcomes for pending claims, sufficient insurance coverage exists to provide a similar percentage of coverage for the accrued liability. If the
maximum probable outcome were in fact to materialize, the impact would be an additional charge of $4.5 million to income, which is not material to the consolidated financial statements. In
addition, insurance is available for future claims.

The
amounts recorded for the litigation accrual and related insurance receivable are based upon currently known facts. If the number of claims and the cost to resolve such claims differ
from the current assumptions used by management in arriving at its estimates for the recorded amounts, this

18

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may impact management's future assessments of the ultimate outcome of asbestos-related legal proceedings.

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 the ultimate outcome of all known and future claims, after provisions for insurance,
will not have a material adverse effect on the consolidated financial position of the Corporation, but could have a material effect on the consolidated results of operations in a given quarter or
year. 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.

OTHER MATTERS

Accounting Changes

See Note B to the Consolidated Financial Statements for a discussion of accounting changes.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States 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, 2001, describes the significant accounting policies and
methods used in the preparation of the Consolidated Financial Statements. Following are some of the Corporation's critical accounting policies impacted by judgments, assumptions and estimates.



The Corporation is subject to legal proceedings and claims arising out of the normal course of business. The Corporation routinely assesses the likelihood of any
adverse judgments or outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after thoughtful
analysis of each known issue and an analysis of historical claims experience for incurred but not reported matters. The Corporation has an active risk management program consisting of numerous
insurance policies secured from many carriers. These policies provide coverage that is utilized to minimize the impact, if any, of the legal proceedings. The required reserves may change in the future
due to new developments in each matter. For further discussion, see Note F to the Consolidated Financial Statements.



The Corporation is involved in a large number of asbestos-related suits. For pending cases, the Corporation had asbestos-related litigation accruals of
$298 million and related insurance recovery receivables of $285 million at June 30, 2002. The litigation accrual was determined by considering the number of pending claims, taking
into account claims administration records indicating the severity of the alleged injury. Because many of the pending claims do not allege a particular injury, the Corporation has calculated several
probable liability outcomes based on estimates and historic distributions of personal injury claim types and settlement and resolution amounts. The liability estimates ranged from a low of
$289 million to a high of $387 million. Upon review by management, it was determined that the most reasonable estimate was $298 million, which is within the estimable range. At
this time, the Corporation cannot estimate the range of liability that will result from future cases. For additional information, see Asbestos-Related Matters in Management's Discussion and

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Analysis of Financial Condition and Results of Operations and Note F to the Consolidated Financial Statements.



The Corporation determines the costs of environmental remediation of its facilities and formerly owned facilities based on evaluations of current law and existing
technologies. Inherent uncertainties exist in such evaluations primarily due to unknown conditions, changing governmental regulations and legal
standards regarding liability, and evolving technologies. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes
available. The Corporation had accrued obligations of $141 million at June 30, 2002 for environmental matters. 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 twice that
amount. For further discussion, see Note F to the Consolidated Financial Statements in this filing and Environmental Matters in Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001.



On February 6, 2001, the Corporation merged with a wholly owned subsidiary of Dow and became a wholly owned subsidiary of Dow. On March 29, 2001,
management made certain decisions relative to employment levels, duplicate assets and facilities and excess capacity resulting from the merger.These
decisions were based on management's assessment of the actions necessary to achieve synergies as a result of the merger. The economic effects of these decisions, combined with merger-related
transaction costs and certain asset impairments, resulted in a pretax special charge of $1,275 million in the first quarter of 2001. Subsequent periodic reviews of the integration plans
resulted in minor revisions to the reserve. At June 30, 2002, $296 million of the reserve remained primarily for employee-related costs. Although the Corporation does not anticipate
significant changes, actual costs for employee severance may differ from these estimates. For further discussion and information regarding the current reserve balance, see Note C to the
Consolidated Financial Statements.



The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations.
Inherent in these valuations are assumptions including discount rates, expected return on plan assets, rate of increase in future compensation levels, mortality rates and health care cost trend rates.
These assumptions are updated annually and were disclosed in Note O to the Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001. In accordance with accounting principles generally accepted in the United States, actual results that differ from the assumptions are accumulated and amortized over
future periods and, therefore, generally affect recognized expense and recorded obligations in future periods. While management believes that the assumptions used are appropriate, differences in
actual experience or changes in assumptions may affect the Corporation's pension and other postretirement obligations and future expense.



Deferred tax assets and liabilities are determined using enacted tax rates for the effects of net operating losses and temporary differences between the book and
tax bases of assets and liabilities. The Corporation records a valuation allowance on deferred tax assets when appropriate to reflect the expected future tax benefits to be realized. In determining
the appropriate valuation allowance, certain judgments are made relating to recoverability of deferred tax assets, use of tax loss carryforwards, level of expected future taxable income and available
tax planning strategies. These judgments are routinely reviewed by management. At June 30, 2002, the Corporation had deferred tax assets of $585 million. There was no valuation
allowance. For further discussion, see Note D to the Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31,
2001.

20

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to General Instruction H of Form 10-Q.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No material developments in any legal proceedings, including asbestos-related matters, occurred during the second quarter of 2002. For a summary of the history
and current status of legal proceedings, including asbestos-related matters, see Management's Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters; and
Note F to the Consolidated Financial Statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



Exhibit No.

Exhibit Description99.1

Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.99.2

Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.




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SIGNATURE

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 CORPORATIONRegistrant
|--------------------- |  | -----------------------------------
|                      |  |                                    
|Date: August 13, 2002 |  | By:                                

22

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------
|99.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|99.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

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