Union Carbide Corporation - Company Profile, Information, Business Description, History, Background Information on Union Carbide Corporation

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History of Union Carbide Corporation

Union Carbide Corporation is the world's largest producer of ethylene glycol, commonly used as antifreeze, and is a leading manufacturer of the world's most widely used plastic, polyethylene. In spite of a massive fatal disaster at its Bhopal, India, pesticide plant in 1984 and a devastating takeover attempt that followed, the corporation remained one of top twenty exporters in the United States in the early 1990s. Union Carbide pioneered the petrochemicals industry and introduced the first two modern plastics. The company became known as "chemist to the chemical industry and metallurgist to the metals industry" because of its production of many of the building blocks of those two industries.

The Union Carbide & Carbon Corp. (UCC) was formed in 1917 from the combination of four companies: Union Carbide Co. (incorporated 1898), Linde Air Products Co. (incorporated 1907), National Carbon Co., Inc. (incorporated 1899), and Prest-O-Lite Co., Inc. (incorporated 1913). The new entity was organized as a holding company, with its four members acting relatively autonomously and cooperating where their businesses converged.

The merger combined what had often been competing interests to form an industrial chemicals powerhouse. The oldest member of the quartet, Union Carbide, had been formed to manufacture calcium carbide, which was used in the production of metal alloys. A by-product of alloying calcium carbide with aluminum was acetylene, a gas that company executives hoped would prove useful for street and household lighting. But when Thomas Edison's electric incandescent light bulbs proved more practical for most lighting, it looked as if Union Carbide's acetylene lighting business was obsolete. Luckily, a French researcher discovered that acetylene could be burned in oxygen to produce a hot, metal-cutting flame. A whole new market for the gas emerged, and UCC was ready to take advantage of it.

The company continued to manufacture calcium carbide at plants in Sault Ste. Marie, Michigan, and Niagara Falls, New York, and by 1900 the Union Carbide's capital stock stood at $6 million. Union Carbide combined America's first commercial high-carbon ferrochrome process, which had been developed by company founder Major James T. Moorhead in the late 1890s, with a metal alloying business acquired in 1906. The subsidiary created a line of metals composed of iron and one or more other metals, known in the industry as ferroalloys. Ferroalloys made the production of alloy steels more efficient, because they could be incorporated more easily with steel to create new metals with specific properties. Union Carbide's low-carbon ferrochrome, for example, was a precursor of modern stainless steel.

Union Carbide had been involved with the Linde Air Products Co. through joint acetylene experiments for about six years before the formation of the UCC holding company. As one of America's first oxygen-producing concerns and (after 1917) part of one of the country's largest chemical companies, Linde soon became the world's largest producer of industrial gases like acetylene, hydrogen and nitrogen. These gases formed the foundation of the petrochemical industry. The Prest-O-Lite Company had been one of Union Carbide's primary competitors for most of the two companies' histories, but three years of cooperative acetylene experiments among UCC, Prest-O-Lite, and Linde made the merger more smooth. Before the turn of the century, National Carbon Co. had produced the first commercial dry cell battery and offered it under the Eveready trademark. The well-known brand would be a UCC staple for the next seven decades.

With combined research efforts and a national push for new technologies to help win World War I, new developments came in rapid succession at Union Carbide. New products included batteries for portable radios and corrosion and heat-resistant ferroalloys that strengthened the steel used to build skyscrapers, bridges, and automobiles. The government's need for ethylene during "the great war" also generated interest in hydrocarbon byproducts. These substances were made from calcium carbide and would later become the raw materials for the production of plastics, synthetic rubber, fibers, solvents, explosives, and industrial chemicals. In 1919 the first production of synthetic ethylene began. Ethylene would develop into the industry's most important industrial hydrocarbon, eventually used in polyethylene (plastics), polystyrene (styrofoam), and antifreeze, among other products. Union Carbide's Prestone brand ethylene glycol soon became the top-selling antifreeze, a position it held throughout the twentieth century.

The new corporate structure enabled UCC to leverage the combined assets of its four primary subsidiaries and embark on an acquisitions spree that wasn't even halted by the Great Depression. In 1919 alone, the company acquired an acetylene manufacturer, created Canadian subsidiaries of National Carbon Co. and Prest-O-Lite, and purchased a new headquarters at 42nd Street and Madison Avenue in New York City. This new home served the company until the late 1970s. During the 1920s, Union Carbide expanded its overseas interests with the acquisition of a Norwegian hydroelectric plant in 1925 and a calcium carbide/ferroalloy plant in that same country in 1929. The holding company added to its battery business with the purchase of Manhattan Electrical Supply Co. in 1926. UCC annexed two domestic industrial gases interests in 1928 and strengthened its industrial electric furnace business with the acquisition of the Acheson Graphite Corporation in 1928.

One of UCC's most vital acquisitions of the 1920s was the purchase of U.S. Vanadium Co.'s Colorado mine, mill, and reduction plant in 1926. Carbide's subsequent vanadium research was a truly corporate venture that coordinated several of the company's subsidiaries and eventually involved the company in the government's atomic energy program. Uranium-bearing materials were located and provided by U.S. Vanadium. UCC scientists demonstrated that gaseous diffusion could be used to separate quantities of uranium-235 and contracted with the federal government in 1943 to operate the Oak Ridge Gaseous Diffusion Plant. After intensive research, UCC's Linde Company perfected a refining process for treating uranium concentrates. A plant was built and operated by the Electro Metallurgical Company (acquired in 1922) to provide extensive metallurgical research, and manufacture uranium. Finally, Union Carbide and Carbon Research Laboratories contributed to the development of the atomic weapon itself.

In 1939 UCC acquired the Bakelite Corporation, which developed the first modern plastic, phenol formaldehyde. And in 1941, Carbide made permanent-press fabrics possible with its development of glyoxal.

Union Carbide earned a reputation for developing raw materials for the chemical and metals industries during World War II. Since natural rubber was in very short supply during the war, the company resumed its experiments with butene, a hydrocarbon that was developed into a synthetic rubber. Modern neoprene is a familiar example of butene's application.

Postwar prosperity camouflaged nagging problems at UCC: the company was chalking up a bad track record of discovering new substances and processes, but not capitalizing on them. For example, UCC pioneered urethanes, but didn't commit enough financial resources to the new field in time to profit. The company also made permanent-press fabrics possible with its development of glyoxal, but couldn't come up with a consumer product that maximized its profit potential. It often ended up riding the coattails of movements it had spawned. Union Carbide' s program of internal promotion engendered company loyalty, but also stifled creativity. The company started a slide into relative mediocrity that, with few exceptions, would consume the next three decades.

A succession of well-meaning chief executives kept UCC in "turnaround mode." Under the direction of CFO Morse G. Dial, Carbide absorbed its major operating subsidiaries and formally relinquished its holding company status in 1949. Dial hoped to reverse the excessive autonomy at UCC by creating a "President's Office" composed of the corporation's division heads. The company name was changed to Union Carbide Corporation in 1957 to reflect its reorganization from a holding company to a diversified corporation. By that time, Union Carbide and Carbon Corporation had established some 400 plants in the United States and Canada, in addition to overseas affiliates. The company went from having 18 autonomous divisions to just four primary domestic groups: Union Carbide Chemicals Co., Linde Co., Union Carbide Plastics Co., and Union Carbide Consumer Products Co. Even though these corporate segments were technically divisions, the retention of the word "company" in each section's name represented the perpetuation of the decentralized management structure of a holding company, and its detrimental effect on Union Carbide continued.

Polyethylene, a plastic used in squeeze bottles (high-density polyethylene), as well as in films and sheeting (low-density polyethylene), became Union Carbide's largest dollar-volume product after World War II. An olefins division was set up in the 1950s to supply low-cost raw materials for the chemicals and plastics industry in the 1950s. For several years the company sold these plastics to other manufacturers. But Carbide finally capitalized on this discovery in 1964, when Glad branded plastic wraps, bags, and straws were introduced. Within just four years, Glad became the leading brand in its market.

By the 1960s, Union Carbide occupied the top spot in many of its primary fields, including industrial gases, carbon electrodes for industrial electric furnaces, batteries, atomic energy, polyethylene plastic, and ferroalloys. In 1965 the conglomerate's sales topped $2 billion for the first time. And from 1956 to 1966, Union Carbide parlayed a few plants in a dozen countries into 60 major subsidiary and associated companies with plants in 30 countries serving over 100 markets. International operations of the conglomerate contributed 29 percent of its annual sales, and mid-decade the company name was changed to Union Carbide International Co. to reflect its increased global presence.

But in spite of consistently rising sales (which doubled from 1960 to 1970 to $3 million) Union Carbide's profits plummeted and stayed low from 1966 to 1971. Carbide could claim leading market shares, but top shares of low-margin commodities still equaled low profits. Industry-wide overcapacity in ferroalloys ran as high as 70 percent in the early 1960s, and prices for these products fell 25 percent. The company was compelled to cut its ferroalloys work force by 40 percent and close a major plant at Niagara Falls. To make matters worse, the market for low-density polyethylene stagnated for the first time in over 20 years.

Union Carbide was still the United States' second-largest chemical producer, but it invariably lagged behind most of its competitors in terms of growth and profitability during this period. Misguided investments in petroleum, pharmaceuticals, semi-conductors, mattresses, and undersea equipment, combined with a $1 billion petrochemicals complex at Taft, Louisiana, which ran in the red for the last three years of the 1960s, further tarnished Union Carbide's standing. Not surprisingly, the conglomerate's stock dropped from $75 in 1965 to $45 in 1968 as the company "earned a reputation for aimless fumbling," according to Business Week.

Unfortunately for Union Carbide, environmental complaints about the company's Marietta, Ohio, ferroalloy plant came to a head in 1971, when consumer champion Ralph Nader brought a decade of local residents' complaints into the national spotlight. For four years, the conglomerate had largely ignored public and government efforts to make it clean up several plants that were polluting the air over West Virginia. Union Carbide's resistance to outside influence gave it the public image of a reactionary bully concerned only with profits and scornful of the environment, a stigma that would haunt the company for years to come. In 1971, UCC capitulated to federal orders that it immediately use more expensive low-sulphur coal to reduce noxious sulfur dioxide emissions by 40 percent. The company was given a fall 1974 deadline to install $8 million in advanced emissions scrubbers.

The bad news continued, as the recession of 1970-71 hammered commodities companies like UCC, with the chemicals and plastics markets entering another cycle of overcapacity. From 1968 to 1973, UCC's sales grew by only 4 percent annually, well below the industry average. CFO and president F. Perry Wilson, who had been promoted to those offices in 1971, made his bid to turn Union Carbide around. His restructuring plan included three primary changes. First, he tried to pare back peripheral activities and focus on plastics and chemicals. Among the businesses sold were a bedding company, most of UCC's oil and gas interests, a pollution-monitoring devices business, a plastic container line, a fibers business, a jewelry line, and an insect repellant business. Second, he worked to shift the corporate focus from market share to profitability. Finally, Wilson tried to plan capital and capacity investments so that UCC could avoid the inefficiencies and plummeting prices that had accompanied industry-wide overcapacity in the past.

A New Business Development Department was formed in 1970 to coordinate the three areas outside of chemicals and plastics that Wilson didn't sell: Biomedical Systems, Marine Foods, and Agricultural Systems. Another key organizational change was the disbanding of the Consumer & Related Products Division, which had contributed 22 percent of UCC's annual revenues. The Eveready business was split off into a Battery Products Division, while Glad and Prestone were coordinated in a division with the production of their raw materials. Despite the fragmentation of the Consumer Products Division, Wilson said that he hoped that consumer products would contribute 50 percent of UCC's revenues in the future. He recognized that these relatively stable, high-margin product lines sustained Union Carbide through economic downturns.

For a few years, it looked as if the new strategy was working. From 1973 to 1981, earnings per share rose 100 percent. UCC increased productivity dramatically during the late 1960s and early 1970s to keep its corporate head above water. From 1967 to 1973, physical output of chemicals and plastics rose 60 percent, while per-pound production costs were cut by one-third. William S. Sneath continued these trends when he became chairman and CEO in 1977. Still, the company found itself increasingly strapped for cash. Steadily rising expenses in Europe resulted in a $32 million loss in 1978, which forced Carbide to divest virtually all of its European petrochemicals and plastics operations. That same year, UCC was forced by its creditors to retire $292 million in long-term debt, which forced it to borrow another $300 million in 1979. That year, Carbide's Standard & Poor's credit rating fell from AA to A+, and its stock fell as low as 42 percent below its $61 book value.

Chairman Sneath embarked on another round of cost-cutting in 1980, pruning the executive staff by 1,000 and divesting a total of 39 businesses. Sneath retained six primary businesses: graphite electrodes, batteries, agricultural products, polyethylene, and industrial gases. By 1980, Carbide had 116,000 employees at over 500 plants, mines, and laboratories in 130 countries, bringing in over $9 billion in annual sales. Sneath embarked on a plan to invest profits into high-margin consumer goods and specialty chemicals.

The massive disaster at Union Carbide's pesticide plant in Bhopal, India, in December 1984 struck the corporation just as it was beginning to make lasting strides toward profitability. UCC had established battery plants in India as early as the mid-1920s, and had seven plants with 5,000 employees there by 1967. India's chronic food shortages precipitated a government-sponsored "Green Revolution" in the 1960s, with the country's socialist government eager to join Union Carbide in establishing pesticide and fertilizer plants. In 1975 the Indian government granted Union Carbide a license to manufacture pesticides, and a plant was built on the sparsely populated outskirts of the regional capital of Bhopal. The plant drew more than 900,000 people to Bhopal by 1984. Union Carbide officials estimated that at least five tons of methyl isocyanate (MIC) seeped out of the plant in just 30 minutes one day in December 1984. The accident killed over 2,300 people and permanently injured another 10,000. Newsweek magazine called the incident "the worst industrial accident in history."

Five senior Indian executives of Union Carbide were arrested. The Indian government charged Warren Anderson, chairman of Union Carbide's board, with "corporate and criminal liability" and accused the Union Carbide management of "cruel and wanton negligence." Many class action suits were filed against Union Carbide on behalf of the victims. In April 1988, a court in India ordered Carbide to pay $192 million in "interim" damages. Union Carbide and the Indian government reached a much-criticized settlement for $470 million in 1989.

In addition to the human toll, the tragedy set off a chain reaction at Carbide: by 1985, the company's market value dropped by two-thirds to less than $3 billion, and GAF Corp.'s Samuel Heyman accumulated enough stock to mount a hostile takeover bid of $5.3 billion. After working for two decades to expand its consumer products lines, Carbide was forced to sell off its Consumer Products Division, a profitable group that included Glad trash bags, Eveready batteries, Prestone, and STP automotive products, for $840 million. The corporation borrowed $2.8 billion, raised a total of $3.6 billion in asset sales, and repurchased $4.4 billion in stock to repulse Heyman's attack.

Carbide scaled back to the three main business lines--chemicals and plastics, industrial gases, and carbon products--that were once its strength, and benefitted from sharply reduced interest rates and falling costs of petrochemical feedstocks. But the company had lost the safety net provided by its consumer products. Union Carbide's debt stood at 63 percent of capital and its equity was cut to a quarter of its former value. Income rose 78 percent in 1987 to $232 million, but high debt service made it hard for the company to develop and introduce new products. In 1988 UCC reduced its debt by more than $400 million and increase equity by almost $600 million.

By 1988, Union Carbide's corporate identity had begun to take clearer shape. Sales hit $8.3 billion (one-third below the 1981 peak), profits were up to more than $300 million, and the company had a new CEO, Robert D. Kennedy. His goals for the company included growth--an ambitious prospect in the face of depleted finances. His solution was to trim operating expenses and generate profits. Between 1984 and 1988, payroll was reduced from 98,000 employees to 43,000, while Carbide set up joint ventures with British Petroleum Co. and Allied-Signal Corp. and made a few modest acquisitions.

In 1989 Carbide advanced slightly on its long journey toward financial recovery. Net income was $573 million. Profits in the chemicals and plastics divisions put Carbide in the number two spot on the list of the top ten publicly traded companies in America. The company succeeded in reducing its debt-to-capital ratio to below 50 percent, and invested $181 million in research and development. That year, the company introduced its proprietary LIHDE Oxygen Combustion System, which used pure oxygen to burn organic wastes.

Carbide's fate was far from settled. A $3.3 billion debt stymied both diversification and overseas expansion. Carbide's sales were dependent on cyclical commodities such as polyethylene, and as the chemical industry stumbled, earnings declined. Net income decreased 46 percent from 1990. The brightest prospects were in the industrial gas unit--Carbide remained number one in North America in that industry, with $2.4 billion in sales.

The company launched a "work simplification program" in the early 1990s. The program had a cost reduction goal of $400 million a year by the end of 1994. Carbide progressed toward this goal by repurchasing 20 million shares, spinning off two small businesses, and selling 50 percent of its carbon business in 1990.

As a fitting mark to Union Carbide's 75th anniversary in 1992, the company had the year's best-performing stock on the Dow Jones list of 30 industrials. Carbide was half way to achieving its $400 million cost reduction goal, and had endured a loss of $187 million. The dramatically smaller corporation had shifted its focus from diversification to becoming a low-cost leader in basic chemicals. This strategy included uncharacteristic environmentalism: Carbide anticipated "inevitable government mandates on waste reduction and recycling" when it started reprocessing plastic bottles in 1992. After Bhopal, UCC's efforts helped raise industry performance standards and levels worldwide, and the company was praised for its "Responsible Care" efforts.

Sales showed a slight gain in the 1993 first quarter, closing at $1.19 billion. The sale of Union Carbide's OrganoSilicon business for $220 million completed Kennedy's program to divest $500 million in assets. Although some Wall Street analysts predicted that Union Carbide Corporation would be subsumed by another firm, others characterized it as a "surprisingly potent company."

Principal Subsidiaries: Amerchol Corporation; Amko Service Company; Bayox, Inc.: Beaucar Minerals, Inc.; BEK III Inc.; Be-Kan, Inc.; Bentley Sales Co. Inc.; Blue Creek Coal Company, Inc.; Catalyst Technology, Inc.; Cellulosic Products, Inc.; Chemicals Marine Fleet, Inc.; Dexter Realty Corporation; Gas Technics Gases and Equipment Centers of Eastern Pennsylvania, Inc.; Gas Technics Gases and Equipment Centers of New Jersey, Inc.; Gas Technics Gases and Equipment Centers of Ohio, Inc.; Global Industrial Corporation; Hampton Roads Welders Supply Company, Inc.; Harvey Company; Innovative Membrane Systems, Inc.; International Cryogenic Equipment Corporation; Iweco, Inc.; Karba Minerals, Inc.; KSC Liquidation, Inc.; XTI Chemicals, Inc.; Linde Homecare Medical Systems, Inc.; Linox Welding Supply Co.; London Chemical Company, Inc.; Media Buyers Inc.; Merritt-Holland Company; Mon-Arc Welding Supply, Inc.; Nova Tran Corporation; Paulsboro Packaging Inc.; Phoenix Research Corporation; Polysak, Inc.; Prentiss Glycol Company; Presto Hartford, Inc.; Presto Welding Supplies, Inc.; Seadrift Pipeline Corporation; Soilsery, Inc.; South Charleston Sewage Treatment Company; UCAR Capital Corporation; UCAR Energy Services Corporation; UCAR Interam, Inc.; UCAR Louisiana Pipeline Company; UCAR Pipeline Incorporated; UCORE Ltd.; Umetco Minerals Exploration; Umetco Minerals Sales Corporation; Unigas, Inc.; Union Carbide Africa and Middle East, Inc.; Union Carbide Canada Ltd. (74.5%); Union Carbide Caribe, Inc.; Union Carbide Communications Company, Inc.; Union Carbide Engineering and Hydrocarbons Service Company, Inc.: Union Carbide Engineering and Technology Services; Union Carbide Ethylene Oxide/Glycol Company; Union Carbide Europe, Inc.; Union Carbide Films-Packaging, Inc.; Union Carbide Grafito, Inc.; Union Carbide Imaging Systems, Inc.; Union Carbide Industrial Services Company; Union Carbide Inter-America, Inc.; Union Carbide International Capital Corporation; Union Carbide International Sales Corporation; Union Carbide Polyolefins Development Company, Inc.; UNISON Transformer Services, Inc.; Vametco Minerals Corporation; V.B. Anderson Co. (85.33%); Welders Service Center of Nebraska, Inc.; Wolfe Welding Supply Company, Inc.

The company also lists subsidiaries in the following countries: Australia, Austria, Belgium, Bermuda, Brazil, Canada, Colombia, Costa Rica, Ecuador, Egypt, France, Ghana, Greece, Guatemala, Hong Kong, India, Indonesia, Iran, Italy, Japan, Kenya, Malaysia, Malawi, Mexico, Netherlands, Netherlands Antilles, New Zealand, Nigeria, Pakistan, Panama, Philippines, Puerto Rico, Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Kingdom, U.S. Virgin Islands, Venezuela, West Germany, and Zimbabwe.

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Further Reference

"Carbide Lays Out Its Strategy through 1983," Chemical Week, v. 125, September 19, 1979, 49."A Corporate Polluter Learns the Hard Way," Business Week, February 6, 1971, 52-56."The Cure for a Chemical Giant," Business Week, July 14, 1973, 88-92.Everest, Larry, Behold the Poison Cloud: Union Carbide's Bhopal Massacre, Chicago: Banner Press, 1986."Giant with a (Giant) Headache," Forbes, December 1, 1968, 24-26.Hoffman, Charles B. "Union Carbide Formula Calls for Higher Net," Barron's, v. 53, April 16, 1973, 31, 39."How Union Carbide Has Cleaned up Its Image," Business Week, August 2, 1978, 46.Lappen, Alyssa A., "Breaking Up Is Hard to Do," Forbes, December 10, 1990, p. 102.Levy, Robert. "The Man from Uncarb," Dun's Review & Modern Industry, v. 87, July 1966, 46-48.Menzies, Hugh D. "Union Carbide Raises Its Voice," Fortune, v. 98, September 25, 1978, 86-88.Norman, James R., "Carbide Saves Itself--But Was It Worth It?" Business Week, January 20, 1986, p. 26."Turnaround Year for Union Carbide?" Financial World, January 5, 1972, 5, 23."A New Union Carbide Is Slowly Starting to Gel," Business Week, April 18, 1986, p. 68."Union Carbide: Revolution without the 'R'," Forbes, November 1, 1963, 22-26.

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