Jul 5, 2018
Dow Chemical settles with SEC over ex-CEO's undisclosed perks
The Dow Chemical Co. has reached a settlement with the U.S. Securities and Exchange Commission following a three-year investigation that found its former chief executive failed to disclose about $3 million in perks.
The company agreed to pay the SEC $1.75 million and to hire a consultant to make sure the company is complying with SEC rules related to executive perks, according to Reuters.
Liveris stepped down as CEO in April following a multi-billion dollar merger with DuPont. In 2017, he earned $65.7 million in compensation for his final year with the company.
The SEC investigation, which Reuters detailed over several stories, found Liveris used Dow aircraft for his family to use and threw parties at the Super Bowl while Dow customers were in attendance.
Dow officials said the expenses were legitimate business expenses, but added the company has started implementing changes to improve disclosures.
Incremental debottlenecking and capacity expansion projects to meet global demand for silicone-based solutions in targeted end-markets
The investment plans include:
“The projects we are announcing today support our ability to continue to meet strong global demand for Dow’s silicones materials, enabling us to grow and innovate more quickly with customers and advancing our leading positions in our targeted end-markets,” said Jim Fitterling, chief executive officer of The Dow Chemical Company and chief operating officer for the Materials Science Division of DowDuPont. “Further, these targeted investments are expected to deliver fast paybacks and higher return on invested capital for Dow, contributing to greater earnings and cash generation.”
In addition, the company also announced the start of a feasibility study for the construction of a new, world-scale siloxane plant. The geographic location of the new proposed siloxane facility will be determined as an outcome of the feasibility study.
“Dow is committed to our ongoing investment in both upstream and downstream assets to bring a reliable supply to our customers,” said Mauro Gregorio, business president, Dow Consumer Solutions. “As an essential addition to Dow’s global silicones manufacturing footprint, the proposed new siloxane plant will expand our access to differentiated monomers and intermediates around the world, while strengthening our capabilities to accelerate and execute our strong innovation pipeline.”
As a global leader in innovation and silicone-based technology, Dow already operates nearly twenty silicones manufacturing facilities globally, including three world-scale siloxane manufacturing facilities, located in Carrollton, Kentucky, U.S.A., Barry, Wales, United Kingdom and Zhangjiagang, Jiangsu, China.
Corteva Agriscience™ spins from DowDuPont, becoming a standalone company June 1, 2019.
Saturday marks a historic day in the corporate world as Corteva AgriScience, the agriculture division of the company formerly known as DowDuPont, becomes an independently traded company for the first time.
The separation into three companies -- Dow, DuPont and Corteva AgriScience -- comes after the Delaware-based El du Pont de Nemours (DuPont) and the Midland-based Dow Chemical Co. merged in August 2017.
The historic merger created a single company worth $130 billion with the intention of then later splitting into three separate entities for each sector of business -- agriculture, specialty products and material sciences.
"Once each division has its own processes, people, assets, systems and licenses in place to operate independently from the parent company, DowDuPont intends to separate the divisions to stand within their own legal entities," a 2017 company announcement stated.
In 2018 alone, DowDuPont produced $86 billion in sales - more than any other company in the world.
That same year the Corteva AgriScience brand was announced. The company would be a leader in seed technologies, crop protection and digital agriculture. However, the history of Corteva AgriScience goes back to the early 20th century.
Dow was founded in 1897 by Herbert H. Dow and DuPont was established in 1802 by E.L. du Pont.
In 1906, Dow produced its first agricultural product and in 1928 DuPont purchased the Grasselli Chemical Co., a manufacturer of inorganic and organic insecticides.
Over the years the two companies changed and evolved and in 1997 Dow acquired ownership of DowElanco, an Indianapolis-based biotech and agribusiness company, creating Dow AgroScience.
Around the same time, DuPont acquired ownership of Pioneer, an agriculture company established in 1926 that produced corn and soybean seeds, among other products. And in 2011, DuPont acquired Danisco, a world-leading company in nutrition and health industrial biosciences.
Thus, when DuPont and Dow came together in 2017, the intention was to separate all the agricultural assets, DuPont Crop Protection, DuPont Pioneer and Dow AgroSciences, into one standalone agriculture company.
The first separation came on April 1 of this year when Dow became its own material science company, to be known simply as Dow or Dow Inc.
Now, as of June 1, Corteva AgriScience and DuPont are officially separate companies with James C. Collins Jr. as the chief operating officer for Corteva.
While Corteva's headquarters will reside in Wilmington, Delaware, it will retain its presence in Michigan with regional sales centers.
The emergence of Corteva comes during an unprecedented time in U.S. agricultural history, as Collins pointed out during the Bernstein 35th Annual Strategic Decisions Conference on May 30.
He said seed deliveries were running behind the 2018 pace due to weather-related flooding and disruptions, as well as the cool and wet weather throughout the country.
"The wet weather persisted in the U.S. and in fact, we are seeing the wettest weather on record, which is still impacting the planting progress," he said. "As a result, we are seeing a significantly slower corn planting progress and at this point in the season, we normally would have expected to have corn planting in the United States essentially complete. However, the latest data from the USDA indicates that we are only 58 percent planted."
Due to the uncertainty within the market, Corteva will not be updating its full-year guidance at this time, Collins said.
"What we're truly experiencing here is unlike anything I've ever seen and for that reason, we will remain firm in executing against the plans that we've put in place and the levers that we have that are still within our control," he said.
A May report indicates that the company will have $14.3 billion in global net sales in 2019 and $2.7 billion in global operating earnings before interest, tax, depreciation and amortization.
The report also shows the decrease in headcount, seed production sites, commercial offices and R&D sites since the 2017 merger, as part of getting a best-in-class cost structure and improved return.
Corteva AgriScience will be on the New York Stock Exchange come Monday as CTVA.
Dow, Inc. and Shell today announced a joint development agreement to accelerate technology to electrify ethylene steam crackers, which supply chemicals used to make products that people use every day.
Today’s steam crackers rely on fossil fuel combustion to heat their furnaces, making them CO2 intensive. As the energy grid becomes increasingly renewables led, using renewable electricity to heat steam cracker furnaces could become one of the routes to decarbonize the chemicals industry. The challenge is to develop a technologically and economically feasible solution.
The collaboration between the two companies is already underway and brings together their complementary expertise and common commitment to a low carbon future. Innovation project teams located in Amsterdam, Terneuzen, the Netherlands, and Texas, U.S., are focused on designing and scaling ‘e-cracker’ technologies. They will work in the coming years to first prove out process technology innovations in laboratory and pilot operations and to then scale to commercial crackers.
“Continuously improving the sustainability of our operations is an inherent part of how we operate at Dow,” said Keith Cleason, vice president Dow Olefins, Aromatics and Alternatives business. “Significant technological breakthroughs are needed to reduce our industry’s energy use and greenhouse gas emissions, which will require companies to step out of their comfort zones and work together to achieve bold and ambitious new goals. Our partnership with Shell is an important step in making this vision a reality.”
Thomas Casparie, executive vice president of Shell’s global chemicals
business, said, “Steam cracking makes base chemicals, which are transformed into
a range of finished products that help society live, work and respond to climate
change. This new work with Dow has the potential to contribute to the reduction
of carbon emissions from the manufacture of chemicals and to Shell’s ambition of
becoming a net-zero emissions energy business by 2050 or sooner.”