Dow Chemical Company

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Dow Inc.
RevenueDecrease US$44.62 billion (2023)
Decrease US$656 million (2023)
Decrease US$589 million (2023)
Total assetsDecrease US$57.97 billion (2023)
Total equityDecrease US$18.61 billion (2023)
Number of employees
c. 35,900 (2023)
Subsidiaries
Websitedow.com
Footnotes / references
[1]

The Dow Chemical Company is an American multinational corporation headquartered in Midland, Michigan, United States. The company was among the three largest chemical producers in the world in 2021.[2] It is the operating subsidiary of Dow Inc., a publicly traded holding company incorporated under Delaware law.[3]

With a presence in around 160 countries, it employs about 36,000 people worldwide.[1] Dow has been called the "chemical companies' chemical company",[4] as its sales are to other industries rather than directly to end-use consumers. Dow is a member of the American Chemistry Council.[5]

In 2015, Dow and fellow chemical company DuPont agreed to a corporate reorganization involving the merger of Dow and DuPont followed by a separation into three different entities. The plan commenced in 2017, when Dow and DuPont merged to form DowDuPont, and was finalized in April 2019, when the materials science division was spun off from DowDuPont and took the name of the Dow Chemical Company.[6][7][8][9]

History

Early history

Founder Herbert Henry Dow
Bromine

Dow was founded in 1897 by chemist

product line.[11]

In 1905, German bromide producers began dumping bromides at low cost in the U.S. in an effort to prevent Dow from expanding its sales of bromides in Europe. Instead of competing directly for market share with the German producers, Dow bought the cheap German-made bromides and shipped them back to Europe. This undercut his German competitors.

agricultural chemicals, elemental chlorine, phenol and other dyestuffs, and magnesium metal.[citation needed
]

During World War I, Dow supplied many war materials that the United States had previously imported from Germany. Dow produced magnesium for incendiary flares, monochlorobenzene and phenol for explosives, and bromine for medicines and tear gas. By 1918, 90 percent of Dow's production was geared towards the war effort.[13] At this time, Dow created the diamond logo that is still used by the company.[14] After the war, Dow continued research in magnesium, and it developed refined automobile pistons that produced more speed and better fuel efficiency. The Dowmetal pistons were used heavily in racing vehicles, and the 1921 winner of the Indianapolis 500 used the Dowmetal pistons in his vehicle.[13]

In the 1930s, Dow began producing plastic resins, which would grow to become one of the corporation's major businesses. Its first plastic products were

ethylcellulose, made in 1935, and polystyrene, made in 1937.[15]

Diversification and expansion

From 1940 to 1941, Dow built its first plant in

Sarnia, Ontario, to produce styrene for use in styrene-butadiene synthetic rubber.[21] Also during the war, Dow and Corning began their joint venture, Dow Corning, to produce silicones
for military and, later, civilian use.

The Ethyl-Dow Chemical Co. plant at Kure's Beach, NC, the only plant on the East Coast producing bromine from seawater, was attacked by a German U-boat in 1942.[22]

In the post-war era, Dow began expanding outside of North America, founding its first overseas subsidiary in Japan in 1952, and in several other nations soon thereafter. Based largely on its growing plastics business, Dow opened a consumer products division, beginning with Saran wrap in 1953.[23] Based on its growing chemicals and plastics businesses, Dow's sales exceeded $1 billion in 1964 and $2 billion in 1971.[24]

Nuclear weapons

From 1951 to 1975, Dow managed the

hydrogen bombs.[25]

Contamination from fires and radioactive waste leakage plagued the facility under Dow's management. In 1957 a fire burned plutonium dust in the facility and sent radioactive particles into the atmosphere.[25]

The Department of Energy transferred management of the facility to Rockwell International in 1975.[25] In 1990, nearby residents filed a class action lawsuit against Dow and Rockwell for environmental contamination of the area; the case was settled in 2017 for $375 million.[26] According to the Appellate Court, the owners of the 12,000 properties in the class-action area had not proved that their properties were damaged or they had suffered bodily injury.[27]

Vietnam War: napalm and Agent Orange

U.S. Army helicopter spraying Agent Orange over agricultural land during the Vietnam War

The

United States military used napalm bombs during the Vietnam War until 1973. Dow was one of several manufacturers who began producing the napalm B compound under government contract from 1965. After experiencing protests and negative publicity, the other suppliers discontinued manufacturing the product, leaving Dow as the sole provider. The company said that it carefully considered its position, and decided, as a matter of principle, "its first obligation was to the government".[28] Despite a boycott of its products by anti-war groups and harassment of recruiters on some college campuses, Dow continued to manufacture napalm B until 1969.[28]

Monsanto Co., which also supplied Agent Orange to the military. The lawsuit was dismissed.[29] In 2012, Monsanto agreed to a $93 million settlement as a result of a case pursued by ex-Monsanto employees and citizens in the city of Nitro, WV. In 1949, a chemical plant in Nitro experienced an explosion that damaged a tank containing 2,4,5-T, one of the composites that is used in the production of Agent Orange. The settlement of the case included $9 million for the cleanup of affected homes in the area, and $84 million to cover the medical monitoring and treatment of people affected by the explosion, as well as legal costs for the claimants. No care has been given for the in state damage done by the Headquarters in Midland, Michigan, and they refuse to give the evidence to the community.[30]

Dow Corning breast implants

A major manufacturer of silicone

Institute of Medicine in the United States, have subsequently found that silicone breast implants do not cause breast cancers or any identifiable systemic disease.[31][32]

Bhopal disaster

Dow Chemical banner in Bhopal, India, 2010

The Bhopal disaster occurred at a pesticide plant owned by Union Carbide India Ltd., a subsidiary of Union Carbide, in 1984. A gas cloud containing methyl isocyanate and other chemicals spread to the neighborhoods near the plant where more than half a million people lived. The government of Madhya Pradesh confirmed 3,787 deaths related to the gas release. The leak caused 558,125 injuries, including 38,478 temporary partial injuries and approximately 3,900 severely and permanently disabling injuries.[33] Union Carbide was sued by the Government of India and agreed to an out-of-court settlement of US$470 million in 1989. Dow Chemical acquired Union Carbide in 2001. Activists want Dow Chemical to clean up the site which is now controlled by the state of Madhya Pradesh.

DBCP

Until the late 1970s, Dow produced

DBCP (1,2-dibromo-3-chloropropane), a soil fumigant, and nematicide, sold under the names the Nemagon and Fumazone. Plantation workers who alleged that they became sterile or were stricken with other maladies subsequently sued both Dow and Dole Foods in Latin American courts. The cases were marred by extensive fraud, including the falsification of test results and the recruitment of plaintiffs who had never worked at Dole plantations.[34] While Nicaraguan courts awarded the plaintiffs over $600 million in damages, they have been unable to collect any payment from the companies. A group of plaintiffs then sued in the United States, and, on 5 November 2007, a Los Angeles jury awarded them $3.2 million. Dole and Dow vowed to appeal the decision.[35] On 23 April 2009 a Los Angeles judge threw out two cases against Dole and Dow due to fraud and extortion by lawyers in Nicaragua recruiting fraudulent plaintiffs to make claims against the company.[36] The ruling casts doubt on $2 billion in judgments in similar lawsuits.[37]

Tax evasion

In February 2013 a federal court rejected two tax shelter transactions entered into by Dow that created approximately $1 billion in tax deductions between 1993 and 2003. The court wrote that the transactions were "schemes that were designed to exploit perceived weaknesses in the tax code and not designed for legitimate business reasons". The schemes were created by Goldman Sachs and the law firm of King & Spalding, and involved creating a partnership that Dow operated out of its European headquarters in Switzerland.[38][39] Dow stated that it had paid all tax assessments with interest. The case was against the Internal Revenue Service seeking a refund of the taxes paid.[40] The case was appealed to the 5th Circuit court, where Dow's claims were again rejected. Dow has petitioned for an en banc hearing by the 5th Circuit, arguing that the decision was contrary to established case law.[41]

Price fixing

Dow Chemical was implicated in a price-fixing scheme that inflated the cost of polyurethane for customers. The U.S. Justice Department closed an investigation in 2007, but a class-action lawsuit won at a jury trial in 2013. Dow settled the suit in 2016 for $835 million.[42]

Recent mergers, acquisitions and reorganization

1990s – transition from geographic alignment to global business units

In the early 1990s, Dow embarked on a major structural reorganization.[43] The former reporting hierarchy was geographically based, with the regional president reporting directly to the overall company president and CEO. The new organization combines the same businesses from different sites, irrespective of which region they belong (i.e. the vice president for Polystyrene is now in charge of these plants all over the world).[44][45][46]

Union Carbide merger

At the beginning of August 1999, Dow agreed to purchase

stockholders, who feared that Dow did not disclose potential liabilities related to the Bhopal disaster.[49]

William S. Stavropoulos served as president and chief executive officer of Dow from 1995 to 2000, then again from 2002 to 2004.[50] He relinquished his board seat on 1 April 2006, having been a director since 1990 and chairman since 2000. During his first tenure, he led the purchase of UCC, which proved controversial, as it was blamed for poor results under his successor as chief executive officer, Mike Parker.[51] Parker was dismissed and Stavropoulos returned from retirement to lead Dow.[52][53]

2006–2008 restructuring

On 31 August 2006, Dow announced that it planned to close facilities at five locations:[54]

  • Calgary, Alberta in 1996, and the Modeland Centre was sold to Lambton County and the City of Sarnia with Dow leasing some office space. The Dow Fitness Centre was donated to the YMCA of Sarnia-Lambton in 2003. The Sarnia Site's workforce declined from a peak of 1600 personnel in the early 1990s to about 400 by 2002.[59] In the late 1990s, land on the site was sold to TransAlta which built a natural gas power plant that begun operations in 2002 to supply electricity to the remaining Sarnia site plants and facilities, so that Dow could close its older less efficient steam plant (originally coal fired and later burning natural gas).[60] On 31 August 2006, Dow announced that the entire Sarnia site would cease operations at the end of 2008. The Sarnia site had been supplied with ethylene through a pipeline from western Canada but BP officials warned Dow that shipments from the pipeline had to be suspended for safety reasons, and the loss of an affordable supply for the low density polyethylene plant rendered all the other operations at the site non-competitive.[61] The Low-Density Polyethylene and Polystyrene units closed in 2006, followed by the Latex Unit in 2008, and finally the Propylene Oxide Derivatives Unit in April 2009. Dow afterward focused its efforts on the environmental remediation of the vacant site, which was sold to TransAlta.[59] The former site has since been renamed the Bluewater Energy Park, with the River Centre remaining available for lease.[62]
  • One plant at its site in Barry (South Wales), a triple string STR styrene polymer production unit. Integral in the company's development of the super high melt foam specific polymers & Styron A-Tech high gloss, high impact polymers.[63]
  • One plant at its site in
    Porto Marghera (Venice), Italy.[64]
  • Two plants at its site in Fort Saskatchewan, Alberta, Canada.[55]

In 2006, Dow formed the Business Process Service Center (BPSC).

In December 2007, Dow announced a series of moves to revamp the company. A 4 December announcement revealed that Dow planned to exit the automotive sealers business in 2008 or 2009.[65] Within several weeks, Dow also announced the formation of a joint venture, later named K-Dow, with Petrochemical Industries Co. (PIC), a subsidiary of Kuwait Petroleum Corporation. In exchange for $9.5 billion, the agreement included Dow selling 50-percent of its interest in five global businesses: polyethylene, polypropylene and polycarbonate plastics, and ethylenamines and ethanolamines.[66] The agreement was terminated by PIC on 28 December 2008.[67]

Rohm & Haas Co. purchase

On 10 July 2008, Dow agreed to

specialty chemicals, which offer higher profit margins than the commodities market and are more difficult to enter for the competition.[citation needed] The purchase was criticized by many on Wall Street who believed Dow Chemical overpaid (about a 75 percent premium on the previous day's market capital) to acquire the company; however, the high bid was needed to ward off competing bids from BASF.[70] The transaction to purchase the outstanding interest of Rohm and Haas was closed on 1 April 2009.[71]

Accelerated implementation

On 8 December 2008, Dow announced that due to the

Financial crisis of 2007–2008, it would accelerate job cuts resulting from its reorganization. The announced plan included closing 20 facilities, temporarily idling 180 plants, and eliminating 5,000 full-time jobs (about 11 percent of its work-force) and 6,000 contractor positions.[72]

Strategy interruption

Citing the global

cyclical. However, on 6 January 2009 Dow Chemical announced they were in talks with other parties who could be interested in a major joint venture with the company.[74] Dow also announced they that it would be seeking to recover damages related to the failed joint venture from PIC.[74]

After the K-Dow deal collapsed, some speculated that the company would not complete the Rohm & Haas transaction, as the cash from the former transaction was expected to fund the latter.

credit market and the collapse of the K-Dow Petrochemical deal as reasons for failing to timely close the merger. Around the same time, CEO Andrew Liveris said a first- time cut to the company's 97- year- old dividend policy was not "off the table". On 12 February 2009, the company declared a quarterly dividend of $0.15/share, down from $0.42 the previous quarter. The cut represented the first time the company had diminished its investor payout in the dividend's 97-year history.[80][81]

The transaction to purchase the outstanding interest of Rohm and Haas closed on 1 April 2009.[82] After negotiating the sale of preferred stock with Rohm and Hass' two largest stockholders and extending their one-year bridge loan an additional year, the company purchased Rohm and Haas for $15 billion ($78 a share) on 9 March 2009.[83]

2007 dismissal of senior executives

On 12 April 2007, Dow dismissed two senior executives for "unauthorized discussions with third parties about the potential sale of the company". The two figures are executive vice president

Sunday Express regarding a possible leveraged buyout of Dow. The two executives have since filed lawsuits claiming they were fired for being a threat to CEO Liveris, and that the allegations were concocted as a pretext.[84] However, in June 2008 Dow Chemical and the litigants announced a settlement in which Kreinberg and Reinhard dropped their lawsuits and admitted taking part in discussions "which were not authorized by, nor disclosed to, Dow's board concerning a potential LBO" and acknowledged that it would have been appropriate to have informed the CEO and board of the talks.[85]

2008 sale of zoxamide business

In summer 2008, Dow sold its zoxamide business to Gowan Company. Included in the sale were the trademarks for a

2014 – New operating segments

In the fourth quarter of 2014, Dow announced new operating segments in response to its previously announced leadership changes. The company stated it would give further support to its end-market orientation and increase its alignment to Dow's key value chains – ethylene and propylene.[87]

U.S. Gulf Coast investments

Several plants on the Gulf Coast of the US have been in development since 2013, as part of Dow's transition away from naphtha. Dow estimates the facilities will employ about 3000 people, and 5000 people during construction.[88] The plants will manufacture materials for several of its growing segments, including hygiene and medical, transportation, electrical and telecommunications, packaging, consumer durables and sports and leisure.[89]

Dow's new

propane dehydrogenation (PDH) facility in Freeport, Texas, was expected to come online in 2015, with a first 750000 tonne per year unit, while other units would become available in the future.[90][91] An ethylene production facility was expected to start up in the first half of 2017.[92][93][94]

Chlorine merger

On 27 March 2015, Dow and Olin Corporation announced that the boards of directors of both companies unanimously approved a definitive agreement under which Dow will separate a significant portion of its chlorine business and merge that new entity with Olin in a transaction that will create an industry leader, with revenues approaching $7 billion.[95] Olin, the new partnership, became the largest chlorine producer in the world.[96]

2015 merger and 2019 separation with DuPont