Nalco Holding Company

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Nalco Holding Company

1601 West Diehl Road
Naperville, Illinois 60563-1198
U.S.A .
Telephone: (630) 305-1000
Fax: (630) 305-2900
Web site: http://www.nalco.com

Public Company
Incorporated: 1928 as National Aluminate Corporation
Employees: 11,100
Sales: $3.6 billion (2006)
Stock Exchanges: New York
Ticker Symbol: NLC
NAIC: 325199 All Other Basic Organic Chemical Manufacturing; 325998 All Other Miscellaneous Chemical Product and Preparation Manufacturing

EARLY HISTORY

DOMESTIC AND INTERNATIONAL EXPANSION

CONTINUING TO CONSOLIDATE AND EXPAND

NEW LEADERSHIP

1995–2003: FROM CONSOLIDATOR TO CONSOLIDATED

2004: RETURN TO INDEPENDENCE AND PUBLIC STATUS

PRINCIPAL SUBSIDIARIES

PRINCIPAL DIVISIONS

PRINCIPAL COMPETITORS

EARLY HISTORY

The merger that formed National Aluminate Corporation (as Nalco was first known) came as the result of a natural synergy between Chicago Chemical Company and Aluminum Sales Corporation. The former company, organized in 1920 by Herbert A. Kern, had sold sodium aluminate to industrial plants for boiler feed-water treatment, while the latter, founded in 1922 by P. Wilson Evans, sold sodium aluminate to railroads for the treatment of water used in steam locomotives.

At its inception, Kern’s Chicago Chemical Company marketed a water treatment product called Colline to industrial plants in the Chicago area. Unfortunately for the company, the chemical, while very effective on Chicago water, was not quite so effective on other water supplies. Kern found that water was not the same everywhere, and that treatments would therefore vary. He did, however, discover that the chemical compound sodium aluminate was more effective and more universally marketable than Colline. By 1922 Chicago Chemical Company began marketing Kern’s Water Softener, KWS Sodium Aluminate. Kern contracted Evans’s Aluminate Sales Corporation to supply the chemical for Chicago Chemical’s water treatment business. Soon afterward, however, Chicago Chemical Company constructed a new plant in the Clearing Industrial District for the manufacture of sodium aluminate for both companies.

Nalco was formed in 1928 as National Aluminate Corporation, the result of a merger between Chicago Chemical Company and Aluminate Sales Corporation, both of which manufactured and sold sodium aluminate, and some of the interests of the Aluminum Company of America (Alcoa), which held several patents on the manufacture of dry sodium aluminate. By 1929 National Aluminate Corporation had founded Visco Products Company to manufacture chemicals used in drilling oil wells. This company established National Aluminate within the oil industry. National Aluminate’s sales for the year 1929 totaled more than $1 million. The following year National Aluminate acquired New York-based Paige-Jones Chemical Company, thereby gaining equipment and rights for the supply of water-treatment chemicals in a convenient-to-use ball-briquette form.

In 1933 Emmett J. Culligan, then a chemist at National Aluminate, persuaded Herbert Kern to allow the company to produce a water softening, gel-type chemical zeolite. Culligan was appointed manager of the new zeolite department at the Clearing facility. The plant was ultimately forced to expand because of the large amount of space needed to manufacture the zeolite. Drying the material required several blocks of streets, leased from the Village of La Grange Park, Illinois. In 1935, after Emmett Culligan left National Aluminate on friendly terms to start his own water softening company (later known as Culligan International Company), the company replaced the zeolites with more efficient synthetic ion exchange resins.

In 1937 the company constructed one of the first windowless air-conditioned buildings in the country, across the street from the old factory; it included offices and laboratory space. National Aluminate’s sales for the year 1939, near the end of the Great Depression, had grown to more than $3.8 million. From 1940 through 1944 the company’s sales grew rapidly. During World War II National Aluminate, which provided water treatment for steam locomotives, was classified as part of an essential war industry, thus keeping production at peak levels. Immediately after the war, when steam locomotives were replaced by diesel, National Aluminate was forced to change its products and its market. The company developed combustion catalysts, cooling system treatments, and fuel oil additives for diesel engines. In 1949, when sales reached about $12 million, National Aluminate introduced a new diesel cooling system treatment in pellet form. Meanwhile in 1947, National Aluminate went public via an offering of 127,000 shares of common stock on the over-the-counter market.

DOMESTIC AND INTERNATIONAL EXPANSION

In the 1950s the company experienced a rapid expansion in both the domestic and international markets. In 1952 National Aluminate incorporated its first foreign subsidiary, Nalco Italiana S.p.A., in Italy. By 1959 National Aluminate had established several other foreign operations, including subsidiaries in Germany (1954), Spain (1955), Venezuela (1958), and the United Kingdom and Mexico (1959).

Also in the 1950s, National Aluminate added two new plants for catalyst production and oil field chemicals. To mark expansion into several new markets, National Aluminate changed its railroad division’s name to the transportation division. The company also penetrated the nuclear power field as a consultant on the land-based prototypes of the first atomic submarines, the first nuclear aircraft carrier, and the nation’s first nuclear power plant at Shippingport, Pennsylvania. In addition, the 1958 acquisition of Chicago-based Oil Products and Chemicals Company expanded National Aluminate into the production of process-side chemicals for the steelmaking and metalworking industries.

COMPANY PERSPECTIVES

The diverse industries we serve include aerospace, automotive, chemicals, commercial buildings, food and beverage, hotels, healthcare, institutions, manufacturing, marine, microelectronics, mining and mineral processing, municipal, papermaking, petroleum, pharmaceuticals, primary metals, and utilities. The products and programs we provide enable our customers to improve their business by increasing production yields, lowering manufacturing costs, extending asset life, and maintaining environmental standards. Since its founding in 1928, Nalco has remained committed to a basic rule to satisfy customers, what Herb Kern described simply as “finding the customer need and filling it.”

In April 1959 National Aluminate Corporation changed its name to Nalco Chemical Company. The name change signaled the company’s expansion into new areas. By this time, Nalco manufactured a wide range of specialized chemicals in addition to sodium aluminate, the company’s first product. By the end of the 1950s, its sales were approaching $50 million.

During the 1960s the company again expanded in size and scope. With its new polymer technology, Nalco maintained a solid position in the water treatment industry, and set standards in the areas of waste management and pollution control. In 1964 Nalco opened a new factory at Freeport, Texas, for the production of lead antiknock compounds for gasoline. The company employed a new electrolytic process recognized as a major achievement in chemical engineering technology. In October of that same year, Nalco’s shares began trading on the New York Stock Exchange.

Imperial Chemical Industries of the United Kingdom, or ICI, an important part of Nalco’s development since the 1930s, was particularly instrumental in the company’s growth in the 1960s. ICI and Nalco shared joint ventures in Catoleum Pty., Ltd., in Australia (1962), Katalco Corporation in the United States (1966), Nalfloc Limited in Britain (1967), and Anikem (Pty) Ltd. in South Africa (1968). Katalco (which was subsequently sold) produced catalysts for the manufacture of synthetic natural gas, ammonia, and hydrogen. Anikem was the product of a merger between the operations of the Alexander Martin Company of Johannesburg, South Africa (acquired by Nalco in 1967), and part of the operations of another South African company. Nalco’s sales for 1966 rose to $100 million, and increased to almost $160 million in 1969.

Because of increased business and growth opportunities, Nalco expanded and consolidated several of its domestic operations during the 1970s. The company established a separate Water Treatment Chemicals Group and a Pulp and Paper Chemicals Group within its Industrial division. The Transportation Chemicals Group’s name was changed to Specialty Chemicals and became part of the Industrial division.

Nalco also sold or closed several of its operations during this period. The company sold its vegetation control business in 1974, and its Environmental Sciences Group in 1978. Industrial Bio-Test Laboratories, which was purchased in 1965 to conduct toxicological studies for governmental and industrial clients, discontinued operations in 1978 because of its inability to recover from a poor image following litigation and questions raised by two federal agencies regarding operation procedures.

CONTINUING TO CONSOLIDATE AND EXPAND

Nalco’s philosophy of consolidation and expansion continued into the 1980s. Worley H. Clark, elected president in 1982, emphasized acquisitions and new product development. To capture more of the world’s markets, Nalco reorganized its International Division into three regions, including Nalco Europe, Nalco Pacific, and Nalco Latin America. Nalco also formed wholly owned subsidiaries in Argentina, Ecuador, Japan, and Hong Kong, and established a new affiliate, P.T. Nalco Perkasa, in Indonesia. The company also expanded its operations in Singapore and South Africa.

KEY DATES

1928:: Herbert A. Kern’s Chicago Chemical Company and P. Wilson Evans’s Aluminate Sales Corporation merge to form National Aluminate Corporation.
1947:: National Aluminate goes public.
1952:: First overseas subsidiary is establ shed in Italy.
1959:: National Aluminate is renamed Nalco Chemical Company.
1991:: Nalco buys out the interests of its joint venture partner, Imperial Chemical Industries PLC, in five overseas companies.
1994:: Nalco and Exxon Chemical Company combine their global petroleum chemicals businesses into a joint venture called Nalco/Exxon Energy Chemicals, L.P.
1999:: Suez Lyonnaise de Eaux acquires Nalco for $4.1 billion.
2000:: The operations of Aquazur and Calgon Corporation are integrated into Nalco.
2001:: Nalco is renamed Ondeo Nalco; company acquires full control of Nalco/Exxon Energy Chemicals.
2003:: Suez sells Ondeo Nalco to a consortium of private-equity firms; firm is renamed Nalco Company.
2004:: Investor group takes the company public as Nalco Holding Company, with a listing on the New York Stock Exchange.

In 1984 the federal Environmental Protection Agency’s restrictions on the use of lead antiknock compounds in gasoline (first announced in the late 1970s), in addition to the shrinking market for leaded gasoline, forced Nalco to discontinue its antiknock compound business. Production at the antiknock manufacturing plant in Texas was discontinued in 1985, and demolition and decontamination of the plant completed in 1988.

Nalco made several important acquisitions during the first half of the 1980s that allowed the company to penetrate new fields. In 1982 the company purchased Crescent Chemical, and in 1983 Nalco formed an Automotives Chemicals Group, both of which established the company in the automotive industry market. In June 1985 Nalco purchased the remaining 80 percent interest in Adco Products, a specialty chemicals manufacturer for the automotive, industrial, and construction industries, for $18 million in cash. Another 1985 purchase was Day-Glo Color Corporation, a maker of fluorescent pigments and coatings. Early the following year, the firm acquired Penray, a group of three companies that marketed a line of automotive chemicals to service professionals and automobile owners, for $15.6 million in cash.

Nalco’s successes in the 1980s attracted much journalistic attention. In 1984 Fortune magazine named Nalco one of the 13 “Corporate Stars of the Decade,” based on the 21.5 percent return on shareholder’s equity over the period of a decade. In 1985 Forbes magazine also commended Nalco’s stock performance, with a five-year return on shareholder’s equity of 22.8 percent. A 1990 Financial World article attributed part of this success to the company’s more than 700 patents and its anti-licensing proclivity. This strategy helped Nalco cross the $1 billion annual sales mark in 1989 virtually debtfree.

In the aftermath of an accident at the Union Carbide Corporation plant in Bhopal, India, where a toxic gas leak killed 2,000 people and injured 15,000 in December 1984, Nalco paid special attention to safety procedures. In August 1985, for the first time in its history, Nalco opened its oldest and largest factory, the Clearing plant, for public inspection. Later in the decade, the company launched an internal safety program dubbed “PORT,” for Plant Operations Review Teams. These groups were comprised of engineers and managers from various Nalco locations worldwide who made detailed inspections of physical plant, operations, and safety training and procedures, then made recommendations for improvements.

NEW LEADERSHIP

Nalco started the 1990s with a new president, 20-year company veteran Edward J. “Ted” Mooney, who was named chief operating officer as well in 1991. While continuing to serve as Nalco’s chairman and CEO, Clark remained the chemical industry’s lead trade advisor to the U.S. government and made important contributions to the consideration of the North American Free Trade Agreement (NAFTA) and the interhemispheric General Agreement on Trade and Tariffs (GATT). The chemical industry acknowledged Clark’s many contributions with the 1993 Chemical Industry Medal. He retired the following year, and Mooney was named the new chairman and CEO of Nalco.

Also in the early 1990s, Nalco made several significant moves to buttress its international expansion. In 1990 the company set up manufacturing facilities in South Korea and Thailand. One year later, Nalco bought the 50 percent interests of partner Imperial Chemical Industries plc in five overseas joint ventures, including Nalfloc in the United Kingdom, Alchem, Inc., in Canada, and Catoleum in Australia. This move added $185 million to Nalco’s annual sales. Around this same time, Nalco began to divest some of the divergent businesses acquired in the early 1980s, most notably the Penray Companies, Day-Glo Color, and Adco Products.

Like many of its competitors in the recession-racked chemical markets of the early 1990s, Nalco used a variety of strategies to boost sales. The company’s global team of about 2,200 sales representatives grew ever more attuned to increasing their customers’ efficiency and helping them comply with stringent regulatory standards. In 1992, for example, Nalco developed a proprietary process to clean Mobil Corporation’s crude oil tanks so that oil sludge previously categorized as hazardous waste could be recovered for other uses. The project thereby provided two benefits to Mobil at once: It eliminated the need to dispose of a hazardous waste and created a potential profit center.

Nalco further bolstered its sales through the use of new technology. In 1991 the company equipped 250 of its sales personnel with laptop computers on an experimental basis. The technology allowed its users to write contracts, close transactions, and place orders on-the-spot with significantly fewer errors. Within six months, the leading-edge sales reps had chalked up $14 million in sales that could be directly credited to the hardware.

In 1994 Nalco formed a joint venture with Exxon Chemical Company (a division of Exxon Corporation) that combined the partners’ global petroleum chemicals businesses. Although some analysts doubted the short-term benefits of the enterprise, it did boost the company to the top position in the petrochemical industry segment, passing Petrolite Corporation, a longtime rival in that segment. The 1,000-employee joint venture, called Nalco/Exxon Energy Chemicals, L.P., boasted annual revenues of more than $400 million. Also in 1994, Nalco provided further support for its international operations by opening up new business and technical centers in the Netherlands and Singapore.

1995–2003: FROM CONSOLIDATOR TO CONSOLIDATED

In the second half of the 1990s, Nalco continued its overseas expansion, with a particular emphasis on penetrating the rapidly emerging economies of Asia. The company entered China via a joint venture established in 1995, the same year Nalco took a controlling interest in Nalco Chemical India, Ltd., a former affiliate. One year later, Nalco opened its first manufacturing plant in China, located in the Suzhou industrial district near Shanghai. A new plant in Thailand opened in Rayong Province in 1999.

During this same period, Nalco introduced a number of new products as it carried on its tradition of filling customer needs. In 1997, for instance, the company rolled out its Ultimer polymers, a breakthrough in polymer technology as they were water-based rather than oil-based. These polymers, used in water treatment for the paper, mining, and oil industries, were awarded a U.S. Presidential Green Chemistry Award for environmental protection in 1999. Nalco also embarked on a 1998 sales reorganization highlighted by the establishment of a separate Pulp and Paper Division, a move necessitated by the firm’s growing service to the global papermaking industry.

The late 1990s were a period of rapid consolidation within the global water-treatment chemicals industry, and Nalco was at the center of this trend. Focusing on smaller local and regional players in water-treatment and process chemicals, Nalco completed more than three dozen acquisitions between 1995 and 1999 that boosted annual revenues by more than $300 million. A few of these were particularly significant. In June 1996 Nalco paid $82 million for Diversey Water Technologies, a water-treatment business that had been part of Diversey Corporation, at the time a subsidiary of The Molson Companies Limited. The acquired unit had operations in North America and Europe and annual revenues of approximately $60 million. In October 1997 Nalco purchased Chemical Technologies, Incorporated, a Jackson, Michigan, producer of synthetic fluids and lubricants with annual sales of approximately $18 million. The following April, Nalco bought Cincinnati-based Texo Corporation, a $30 million firm involved in specialty and performance chemicals, particularly for metal-finishing customers. Also acquired in April 1998 was Paper Chemicals, Inc., a Texarkana, Texas, provider of specialty chemical products to the pulping, bleaching, and recovery process areas of the pulp and paper industry. Paper Chemicals had annual sales of more than $30 million. A number of the other companies that Nalco took over during this acquisition spree were based overseas, including firms in the Netherlands, Brazil, South Korea, the United Kingdom, Sweden, Malaysia, Italy, and Finland.

The wave of consolidation within the water-treatment chemicals sector culminated late in the decade with the two leading consolidators being themselves gobbled up. In October 1998 Hercules Incorporated swallowed Nalco’s major rival, BetzDearborn Inc., for $3.1 billion. Then in December 1999 Nalco was acquired by the French utility company Suez Lyonnaise des Eaux for $4.1 billion in cash plus the assumption of about $400 million in debt. Suez Lyonnaise had its own water-treatment unit called Aquazur and had earlier in 1999 acquired the Pittsburgh-based water-treatment company Calgon Corporation for $425 million. Nalco had been a rival bidder for Calgon.

Under the Suez Lyonnaise umbrella in 2000, Nalco, Aquazur, and Calgon were integrated under the Nalco Chemical Company name. The firm remained headquartered in Naperville, Illinois. Mooney accepted a new position at Suez, while Christian Maurin was named chairman and CEO of Nalco. Maurin had previously headed Suez’s Degrémont subsidiary. In 2001 Suez created a global brand for all of its water-related companies, Ondeo, leading to a name change for Nalco to Ondeo Nalco. That same year, Ondeo Nalco bought out its partner in the Nalco/Exxon Energy Chemicals venture, which had grown into a $500-million-a-year business. This company thus became a wholly owned subsidiary of Ondeo Nalco, operating under a new name, Ondeo Nalco Energy Services, L.P. Revenues at Ondeo Nalco grew to $2.7 billion by 2002.

The tangled history of the water-treatment chemicals industry continued in 2002 with Hercules’ sale of BetzDearborn to General Electric Company, which led Ondeo Nalco’s chief rival to begin operating as GE Water and Process Technologies. Suez Lyonnaise, in the meantime, had become saddled with a debilitating debt load and began shedding assets. A key component of Suez’s debt-reduction drive was the November 2003 sale of Ondeo Nalco to a consortium of three U.S. private-equity firms, Apollo Management, the Blackstone Group, and Goldman Sachs Capital Partners, for $4.35 billion. Upon completion of this leveraged buyout, the company dropped “Ondeo” from its name and became simply Nalco Company. Nalco’s new owners hired William H. Joyce as the new chairman and CEO. Joyce was spirited away from Hercules, where he had served as chairman and CEO since 2001. He had previously spent more than 40 years at Union Carbide, rising ultimately to chairman and CEO.

2004: RETURN TO INDEPENDENCE AND PUBLIC STATUS

In 2004 Nalco reached $3 billion in sales for the first time, though it posted a net loss of $138.8 million that was driven by significant special charges. The company was constrained from making any significant capital expenditures or acquisitions because the leveraged buyout had saddled it with a heavy level of debt. Nalco had ended 2003 with long-term debt of $3.26 billion, an amount that grew larger in January 2004 when the private equity owners engineered a so-called dividend recapitalization. Nalco boosted its debt load by selling high-interest notes and then paid the $445.8 million in proceeds to the shareholders, in the form of a special dividend. The consortium that had bought Nalco thereby recouped about half of its original investment of $992 million. (The remainder of the $4.35 billion purchase price had been covered by borrowing.) Then, in November 2004, the investor group took the company public as Nalco Holding Company through an initial public offering (IPO) of 51.1 million shares selling for $15 a share. Nalco stock thus returned to trading on the New York Stock Exchange under its prior ticker symbol, NLC. Of the $766.7 million raised through this IPO, the investor group collected $544.6 million and thereby had recovered the original cash they had invested while still holding a 64 percent stake in Nalco. The company used much of the remaining proceeds, a total of $162.3 million, to pay down debt, though this still meant that the debt load increased for the year, ending at $3.42 billion. Among other developments in 2004 was the establishment of a new research center in Espoo, Finland, in order to better serve the needs of the global paper industry.

To manage its interest payments and keep this debt load in check, Joyce focused on cost-cutting and boosting sales. A cost reduction program initiated in early 2004 cut annual expenses by $88 million by the end of the year. The following year sales jumped more than 9 percent primarily because of price increases aimed at offsetting rising raw material and energy prices. Nalco also had to contend with temporary production disruptions at its Gulf Coast manufacturing facilities following the devastating blows of Hurricanes Katrina and Rita. The spike in energy prices contained a silver lining for Nalco in the form of a sharp rise in demand on its energy services side. Nalco offered energy companies water-treatment technologies that improved oil and natural gas recovery, particularly in more remote fields once considered too difficult or expensive to drill. The rise in oil prices made it more economically feasible to drill in such areas. As a result, energy services comprised Nalco’s fastest-growing segment in 2006, with revenues exceeding $1 billion for the first time. Overall revenues that year rose 8.8 percent, to $3.6 billion, while net income more than doubled, to $98.9 million.

Through a series of secondary offerings culminating in February 2007, Apollo, Blackstone, and Goldman Sachs Capital Partners sold off their remaining shares in Nalco Holding. Analysts estimated that the private equity firms garnered a tidy profit of $1.68 billion on their original $992 million investment. Nalco, meantime, continued to focus on organic growth and was particularly targeting such emerging markets as Russia, China, and India. Another key avenue of future growth was a push to increase the marketing of its products and services to smaller, middle-market corporate customers.

Updated, April Dougal Gasbarre
David E. Salamie

PRINCIPAL SUBSIDIARIES

Adecom Quimica Ltda. (Brazil); Derypol SA (Spain); Katayama Nalco Inc. (Japan); Nalco (Shanghai) Trading Co. Ltd. (People’s Republic of China); Nalco Anadolu Kimya Sanayii Ve Ticaret AS (Turkey); Nalco Argentina S.R.L.; Nalco Australia Pty. Ltd.; Nalco Belgium NV/SA; Nalco Brasil Ltda (Brazil); Nalco Canada Co.; Nalco Company; Nalco de Colombia Ltda; Nalco de Mexico, S. de R.L. de C.V.; Nalco Deutschland GmbH (Germany); Nalco Egypt, Ltd.; Nalco Egypt Trading; Nalco Energy Services Equatorial Guinea LLC; Nalco Energy Services Marketing Limited (U.K.); Nalco Espanola, S.A. (Spain); Nalco Europe B.V. (Netherlands); Nalco Finance Holdings LLC; Nalco Finland OY; Nalco France; Nalco Gulf Limited (Jersey); Nalco Hellas S.A. (Greece); Nalco Hong Kong Limited; Nalco Hungary KFT; Nalco Industrial Services Chile Limitada; Nalco Industrial Services Malaysia SDN BHD; Nalco Industrial Services (Su Zhou) Co. (People’s Republic of China); Nalco Industrial Services (Thailand) Co. Limited; Nalco Italiana SrL (Italy); Nalco Japan Co., Ltd; Nalco Korea, Ltd.; Nalco Limited (U.K.); Nalco Netherlands B.V.; Nalco New Zealand Limited; Nalco Norge A/S (Norway); Nalco Oesterreich Ges m.b.H. (Austria); Nalco Pacific Private, Ltd. (Singapore); Nalco Saudi Co. Ltd. (Saudi Arabia); Nalco Taiwan Co., Ltd.; Nalco Venezuela SCA; Nalco ZAO (Russia); NLC Nalco India Limited; Oekophil AG (Switzerland); PT Nalco Indonesia.

PRINCIPAL DIVISIONS

Industrial and Institutional Services; Paper Services; Energy Services.

PRINCIPAL COMPETITORS

GE Water and Process Technologies; Baker Petrolite Corporation; Champion Technologies, Inc.; Ashland Inc.; ChemTreat, Inc.; Kurita Water Industries Ltd.; Hercules Incorporated; Kemira Oyj; Ciba Specialty Chemical Holding Inc.; BASF Aktiengesellschaft; Eka Chemicals AB.