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March 13, 2017

JOHN L. WARD

A Diamond in the Rough:


J. M. Huber and the PATH Business

The PATH deal seemed like the right thing to do. The challenge was doing it right.1
—Mike Wilson, director of operations at HEM

Jerry Bertram was exhausted. It was late 2011, and the vice president and general manager
of the fire retardant additives business of Atlanta-based Huber Engineered Materials (HEM), a
division of family-owned J. M. Huber Corporation, was preparing for a crucial meeting. The next
week, Bertram was to present the potential acquisition of the precipitated alumina trihydrate
(PATH) business to the environment, health, and safety (EH&S) committee of Huber’s corporate
board. He had reviewed the findings of his due diligence on the acquisition target countless times
and had convinced HEM’s leadership of its value, but still wasn’t sure he could convince the board.
Bertram had faced many doubters and reasons for doubt during this lengthy process. Regardless,
he had persevered in his mission to acquire new assets for the business.

HEM had been aggressively growing its fire retardant product line, and Bertram had identified
a potentially game-changing opportunity in this area. PATH, a fire retardant additive used in plastics
and other materials, was more environmentally friendly than competing products, including those
HEM sold. The PATH business was particularly attractive because its parent had recently declared
Chapter 11 bankruptcy and had already announced the plant’s closure, which provided HEM a
unique opportunity to attempt to secure the assets at less than fair market value. With the parent
business in rapid decline, time was of the essence. Reflecting his optimism, Bertram labeled the
acquisition the Diamond Project.

1
All quoted material in this case is taken from the author’s personal interviews with members of the Huber family and
leadership, March–April 2014.

©2017 by the Kellogg School of Management at Northwestern University. This case was prepared by Professor John
L. Ward, Carol Zsolnay of the Center for Family Enterprises, and Sachin Waikar, an independent case writer. Cases
are developed solely as the basis for class discussion. Cases are not intended to serve as endorsements, sources of
primary data, or illustrations of effective or ineffective management. Some details may have been fictionalized for
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Yet Bertram and his team faced an uphill battle. It was unclear whether the plant would remain
operational. If the acquisition occurred, it would be necessary to enter into a shared-services
arrangement with the PATH division’s parent company, because the division and parent shared
the same site. Additionally, a specialized, fully unionized labor force ran the PATH assets, which
was something new for HEM, since its plants were mainly non-union. Finally, preliminary due
diligence had revealed the prospect of significant environmental risk on the site, which could have
a large financial impact—tens of millions of dollars—related to potential future long-term liabilities
and ameliorative efforts, far beyond the value of the deal to Huber. This last issue was critical, as
Huber had a generations-long history of respect for the environment, and the family members and
leadership team were reluctant to acquire any business with excessive environmental risk. Despite
most likely financial scenarios being negative, Bertram felt HEM could mitigate the challenges better
than other companies, remain true to Huber’s principles, and realize attractive financial returns.

With all of this in mind, he returned to crafting his Diamond Project presentation for the EH&S
committee.

J. M. Huber Corporation and Huber Engineered Materials


Huber, headquartered in Edison, New Jersey, was founded in 1883. It was one of the largest
family-owned companies in the United States. Earlier in its history, the business had manufactured
and sold products such as newspaper ink and carbon black, as well as products derived from
the extraction and utilization of natural gas. By 2011 the diversified, multinational firm offered
specialty chemicals and minerals, engineered woods, and other products used in consumer and
industrial applications, including food, cosmetics, flame retardants, construction, and oil and
gas. Given its wide range of offerings, Huber competed against both public and private firms,
including other family-owned businesses. In 2011 the company had nearly 4,000 employees in
twenty countries and over $1.5 billion in revenues. Mike Marberry, the non-family president, CEO,
and board member, had led the company since 2009. He had been with Huber since 1997. Exhibit 1
displays Huber’s business and family governance bodies within the broader organization.

Business Portfolio
Huber’s portfolio comprised four main businesses:

• CP Kelco: Part of Huber since 2004, CP Kelco was a global leader in specialty hydrocolloids
such as cellulose gum and pectin used in food and beverages, personal care, and other
products.
• Huber Engineered Woods: This business developed innovative roofing, wall, and flooring
products for commercial and residential builders.
• Huber Resources Corporation: Huber Resources managed over 600,000 acres of timberland
including Huber’s own land holdings and that of third parties, with an emphasis on
responsible forestry practices.
• Huber Engineered Materials: HEM offered engineered specialty ingredients that enhanced
industrial and consumer applications, including dental silica (for use in toothpaste),
ground calcium carbonate as a filler in industrial applications and a more pure form used
in supplements, and fire retardant additives (FRA).

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HEM, the division considering the PATH acquisition for its FRA business, represented about
31 percent of Huber’s total revenues. FRA represented about 23 percent of HEM’s revenues.

The Huber Principles


Huber had a longstanding principles-based approach to business. According to the Huber
website:2

The Huber Principles define our culture and align with longstanding core values of the
Huber Family. Huber portfolio companies will excel in living by the high standards of the
Huber Principles and be a source of pride to employees and shareholders.

By 2011 the company had distilled its seven principles into four:

• Environmental, health, and safety sustainability


• Ethical behavior
• Respect for people
• Excellence

Exhibit 2 presents Huber’s definition of these principles, which were a core part of Huber’s
culture. “The management team and the board of directors buy directly into Huber principles,”
said Christopher Seely, a fourth-generation family member serving on the HEM board of directors.
Living the principles was rewarded in the Huber culture. Moreover, the EH&S principle was seen as
Huber’s top priority and was rooted deeply in the company. “It’s based on our family history, how
we were brought up, part of our lore,” said Ben Fitzpatrick, a fourth-generation family member,
director on the Huber parent company’s board, and chair of the EH&S committee. He noted that
his grandfather had been “an environmentalist before the word was invented,” and made clear the
family and business wished to uphold this legacy: “We want to be a world-class company with
regard to the environment, health, and safety.” As an example, he noted that the family wouldn’t
allow any involvement in the tobacco industry, even if the product in question helped prevent
accidental fires caused by smoldering cigarettes.

Huber’s principle of respect for people was evident on multiple fronts. The business promoted
continuous involvement and feedback with employees, including a comprehensive employee
survey that Huber took seriously. “Huber is very transparent,” Bertram said. “It’s an open company
top to bottom, one that places a lot of trust in employees.” Seely added, “We want to hear new
ideas and proposals. We’re excited when people bring us something. No one is going to lose their
job for having an idea.”

Family and Governance


By 2011 the family owners of Huber were in their fifth generation. The company did not
currently employ any family members, and Huber’s board chair was also non-family. Family

2
J. M. Huber Corporation, “Citizenship,” Huber website, http://www.huber.com/citizenship/principles (accessed
August 27, 2014).

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members served on the board of the parent company and its portfolio firms, representing the
minority of directors on these governance bodies. Before the 1970s, family members were not
encouraged to hold governance roles. Family involvement had increased steadily since then, with
several remodeled versions of the family governance structure, including having family members
serve as “director trainees” before they assumed full board membership. Currently, three family
members held voting director roles on the Huber parent company’s board, with two more in non-
voting roles, and seven non-family directors. Non-family director Lee Nutter, a former CEO of
Rayonier Corporation, chaired the board. Huber’s vice president for EH&S, Andrew Miles, was
its resident environmental safety expert and led the environmental due diligence team. Each
subsidiary business also had boards with family (voting and non-voting) and non-family directors.
The HEM board comprised one voting family member, one non-voting family member, three
non-family managers of the business, and three non-family outsiders. The Huber board’s EH&S
committee was particularly active, given the firm’s strong focus on this area; the committee was
chaired by family member Ben Fitzpatrick. “None of our directors are just ‘yes’ people,” Seely said.
“They always ask tough questions.” Huber had gained recognition for its governance practices,
including awards from academic institutions.

While family members in business or corporate governance roles were not directly involved
in acquisitions or other strategic moves, they could voice their input through the family council,
which included all family members. The family council was administered by a smaller group of
elected family members called the family council board. In recent years the family had focused
on the concept of “One Voice,” the idea that any communication between individual family
members and the company should pass through the family council board, rather than occurring
more directly between the family and C-level Huber officers or the corporate and portfolio boards.
“It’s one-channel communication,” Fitzpatrick said. “We think it’s a huge step forward.” Family
members also participated in annual shareholder meetings, and received information through
Huber’s annual report and “road shows” where they could ask questions of and provide input
to executives and directors. There were 218 family members; five of them served on the family
council board.

The PATH Business


At the end of 2010, PATH’s parent was struggling. It declared bankruptcy and announced
that it was exiting non-core businesses including the manufacturing of PATH, which represented
approximately $30 million in revenues for the company. Ultimately the PATH business had been
losing money and its parent had elected to shut it down, as well as the shared plant.

On the surface, the decision was not surprising. PATH was produced in a “plant within a
plant,” part of a 100-acre facility that the PATH business depended on for critical utilities and other
shared services. The PATH business was further encumbered by old, repurposed equipment; an
aging, unionized workforce; and large potential environmental risks. Weakening revenues and a
suboptimal balance sheet helped motivate management to divest. At the same time, shutting down
the plant also involved substantial costs, as discussed later.

When the parent company announced the closure of the PATH business, it referred customers
to competitors. Few of those rival firms seemed interested in acquiring the PATH business, although
one foreign competitor evaluated the business before it declined to bid, citing the necessity to

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maintain shared services and the unknown environmental footprint. When HEM expressed interest
in the potential acquisition, PATH’s parent was surprised and even reluctant at first, as separating
out the PATH facility could cost more than the value it could gain from Huber. Creative solutions
relating to that separation and to the shared services concept eventually convinced PATH’s parent
to consider the deal.

Opportunities and Challenges


The HEM team’s initial due diligence made clear that the acquisition represented both
significant opportunity and challenge for HEM on several related dimensions.

Strategic
The PATH business potentially fit well into Huber’s portfolio and HEM’s strategy. Until the
new millennium, Huber had focused primarily on organic growth, but since then had moved
aggressively into target markets with mergers and acquisitions. “Huber became more disciplined
about what it wanted to be,” according to Miles. After considering several broad strategic
directions, Huber had selected horizontal integration as its growth platform, including a focus on
flame retardants (see Exhibit 3).

In this context, HEM’s FRA business was on the lookout for strategic acquisitions, and in
2010 had acquired the Kemgard® flame retardant and smoke suppressant business from a large
multinational corporation. In general, HEM sought to transition customers from old formulations
such as chlorinated and brominated products, which involved dangerous contaminants, to flame
retardants like PATH, which were less expensive and greener. “Jerry [Bertram] had been searching
for the next generation in flame retardants, and saw PATH as where we needed to be,” Miles said.
“We wanted to ‘backward integrate’ into this,” added Andy Trott, president of HEM. Specifically,
HEM wished to use PATH to penetrate a $60 million U.S. market (and $300 million global market)
it had been unable to enter successfully with ground alumina trihydrate.

Furthermore, Bertram saw an opportunity to improve operational efficiencies and implement


better risk management tools. HEM was already using PATH products and had dependency on
these, so it was a natural fit. “We had up to $4 million of earnings tied up in the flame retardant
business, and would have to find another source if PATH’s parent closed it,” Trott said. “The deal
would have put Huber in a better market position,” said Mike Wilson, director of operations at
HEM. “There were only two North American suppliers of that particular mineral, and this was the
largest facility.” Bertram had contacted PATH’s parent earlier, but when he heard the company
was exiting the business he increased his efforts, gaining traction. He was confident enough in the
value of the PATH business that he called the potential acquisition a game-changer for HEM, and
persuaded the parent to keep the plant open while HEM performed due diligence and Bertram
sought to convince management.

Bertram and his team knew they would have to overcome multiple business hurdles to drive
value with the PATH plant acquisition. For example, a significant boost in sales would be needed
to make the site profitable. This represented a major challenge, as customers were already seeking
an alternative PATH supply, necessitating the renegotiation of supply agreements. “We had to

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intercept customers where possible,” Bertram said. He noted that Huber had never faced a similar
business situation.

Bertram recognized that one possible approach to the acquisition involved a “tolling
agreement,” or a time-limited arrangement where PATH’s parent company would continue to
operate the plant and HEM would buy PATH products from the company, selling it in turn to end
customers. That would allow HEM to assess the plant’s operations more carefully while building
customer relationships. While tolling agreements weren’t unusual, sellers sometimes resisted them
due to the cost of maintaining operations, along with other associated risks, such as equipment
failure.

Overall, the PATH business seemed to represent an important market and product niche
for HEM, one that could generate significant long-term value for the subsidiary and its parent
company, Huber. The challenge for Bertram and his team was managing the multiple dimensions
of risk the acquisition represented in a manner consistent with the Huber principles.

Financial
With the help of a third-party consultancy, Bertram’s team assessed the financial opportunities
and costs associated with the PATH acquisition. On one hand, the deal looked like a bargain.
Bertram believed that PATH’s assets, including the plant, were worth an estimated $20 million, but
he was receiving signals from the parent company that it might accept a price as low as $3 million
from HEM. This was due in part to the fact that the shutdown cost had been estimated at $5–
10 million, which would include the disposal of large volumes of toxic materials; potential long-
term environmental liabilities after the site was closed (detailed in the “Environmental” section
below); payment of severance to employees; and other potential liabilities.

On the other hand, the acquisition involved significant financial risk for HEM. The largest
risks involved labor, operational, and regulatory challenges. “It was far from a pure financial
play,” Bertram said. “There were lots of challenges outside of pure financials, so it would have
been too risky for most companies.” Moreover, PATH’s parent was in poor financial health, which
represented another dimension of risk due to the necessity to maintain shared services as well as a
supply arrangement with the parent company.

In short, Bertram needed to present sufficient due diligence information about the deal to
help Huber make a “go/no-go” decision. Items to consider included the purchase price; how to
finance the deal; the cost of potential environmental and other liabilities (including which of these
HEM would have to take on, and how to mitigate associated risks); estimated future revenues; and
others. The team performed multiple projections and scenario analyses—such as the likelihood of
having to pay for environmental liabilities—to understand the financial picture of the acquisition
more fully.

Labor and Operations


Acquiring the PATH business involved several complexities and risks related to operations and
labor. On the operations end, it wasn’t clear whether the PATH plant was even in good working
order. “We had to determine the plant’s condition, along with how to separate facilities due to the

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KE1002 J. M. Huber and the P AT H B u s i n e s s

site’s shared nature, co-exist with two different teams, and manage a shared-utility infrastructure,”
Bertram said. He noted that HEM had had a previous negative experience with a shared-services
arrangement in Europe, so the HEM and Huber management teams were wary of entering another
one. Wilson provided additional detail: “We would have to find a way to separate the utilities while
keeping in mind that there would be eight or nine different shared services.” Robert Sommers,
senior counsel for Huber, added, “The deal would make us inextricably intertwined with PATH’s
parent and wholly dependent on them for certain services. Coming to an agreement regarding
shared services was very important.”

On the labor side, PATH’s thirty-eight employees were unionized, with strong contractual terms
including a defined-benefit pension plan (which specified pension payments based on employee
tenure and earnings, rather than depending on individual investments as a 401K retirement plan
would). Huber, and HEM specifically, had only limited experience with unions, including through
acquisitions and in the EU. But HEM needed to retain as many of the PATH employees as possible
because it lacked expertise in the complex practices for the PATH plant. That meant HEM needed
to offer sufficiently attractive employment terms and, if necessary, renegotiate union agreements
with the employees. Huber was unwilling to continue the defined-benefit pension. HEM also had
to acculturate the potential new employees, most of whom were demoralized by the PATH plant’s
challenging business situation. Bertram said, “We had to think about the best way to ‘Huberize’
their people” if the acquisition were to move forward, alluding to the principles-based culture of
the parent company.

Environmental
Management of the myriad potential environmental liabilities associated with the PATH
acquisition appeared to be the most challenging aspect of the deal. These included:

• Measurement of historical soil and groundwater underlying the manufacturing buildings


• Compliance and waste management issues, including potentially increased costs
and capital needs, related to the change from an alumina refinery and loss of a critical
exemption from the Resource Conservation and Recovery Act (U.S. legislation specifying
which hazardous materials required special management)
• Historical use of asbestos on the site
• Potential future soil and groundwater contamination
• A shared services agreement including water supply and storm and wastewater
management
• Management of a significant inventory of caustic material that may be classified as
hazardous waste at the lease’s end
• Removal of assets at the lease’s end

Under the federal Superfund program (which determines who pays for cleanup of sites
contaminated with pollutants and other hazardous substances), if Huber acquired the PATH
business, both firms would become jointly and severally liable for any soil and groundwater
contamination, regardless of which company had caused the problem. If cleanup was mandated

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by the regulators, the government would look first to those companies that had contributed the
most to the problem—if the firms still existed and if the contributions could be readily determined.

The PATH plant site, built in 1956, had originally been run as an aluminum refinery. As guided
by standard practices for EH&S due diligence—including those designed to recognize liabilities
that might result from Superfund regulation—Bertram, his team, and outside consultants studied
the environmental issues and potential liabilities, including cost estimates. The team took a
phased approach, with progressively deeper investigation at each stage of the examination. As
expected, their preliminary analysis found some potentially concerning environmental issues.
“When considering the possible environmental concerns, we had to think about other associated
issues such as compliance, potential long-term liability if a major environmental problem truly
existed, and challenges with retiring assets,” Miles said. Huber also performed a worst-case
scenario analysis that was critical to the decision-making process. Miles continued, “The worst
case indicated as much as tens of millions of dollars in contingent environmental liabilities, or
multiples of the value of the business! So we had to ‘peel the onion’ to understand the risks and
how congruent the situation was with Huber family principles. We had to ring-fence the liabilities
and get them to a state that could be sold to the board.”

That was no easy task. If HEM became the plant’s operator, it would be subject to “joint and
several” liability terms under the law—in other words, the company could possibly be held liable
for any on-site contamination, even as related to preexisting issues. “We would immediately
become part of the ‘chain of custody’ for those liabilities,” Trott said. “Staying away from the
liability was our biggest challenge,” Bertram said. Sommers added, “The owning family is very
conservative about anything that could harm the environment, so the outlying agreements
regarding the environmental piece and shared services were the real challenge.”

In light of these risks, the HEM team had to develop a plan to manage them in congruence with
Huber’s principles. Both the board and PATH’s parent had to agree to the plan.

The EH&S due diligence team, working closely with legal, developed an environmental
agreement based on an “our watch, your watch” principle that included approaches to manage
future environmental liabilities from both sides, and to better understand and ultimately reduce
the site’s environmental footprint and therefore reduce long-term liability. This was the “pay it
forward” concept proposed to the board. After multiple rounds of discussion, both parties signed
an environmental agreement that fairly apportioned risks among the parties.

The environmental agreement was multifaceted, and allowed Huber to take steps to:

• Better understand the risk scenarios, in particular what had to fail in order for the scenario
to be realized
• Add layers of protection, or ways of interrupting the chain of events leading to the scenario,
and means of reducing financial burden associated with these various events
• Ensure that Huber had clarity of expectations and obligation in the environmental
agreement
• Include necessary capital and operating costs to limit future migration into the financial
model for the business

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In this way, Bertram could show the Huber board how the company would be able to lower
the expected value of the potential long-term liabilities and lighten the environmental footprint
over the time HEM operated the plant.

In light of the risks, HEM had to consider such issues as whether to lease or buy the PATH
plant and legal terms that limited the firm’s environment-related liability. “We had to protect
‘Mother Huber’ the best we could,” Trott said. The team recognized that the acquisition would
likely require significant capital investment to achieve compliance.

Yet there were also positive aspects to the regulatory issues. For instance, the prior property
owner had already implemented a 100-year plan to address environmental damage caused by
previous operations. “The area already had a beautiful, pristine outflow and good safety for
wildlife like birds,” Trott said. Further assessment revealed that even if the groundwater were
contaminated, such contamination would lie above an impermeable layer of clay beneath the site,
preventing it from penetrating more deeply.

Another positive element was Huber’s mission, principles, and history related to environmental
issues. As a player in the mining business and other sectors with significant environmental impact,
the parent company had a strong reputation of operating above and beyond legal requirements for
reclamation and site improvement, including cleanup, planting trees, and other measures. “Our
company owns businesses that dig big holes and mine minerals from them,” Seely said. “But we
try to do it right.”

An Uphill Battle
Despite all the potential challenges presented by the PATH acquisition, Bertram was confident
it was worth pursuing, and was slowly convincing other key managers and directors of his point
of view. Trott, who initially had been lukewarm about the deal, now believed in its value, as did
Miles, who had helped with much of the due diligence. Based on their recommendation, the HEM
board, including Seely, had already provided preliminary approval for the acquisition.

But gaining full approval required clearing several more hurdles. “There was strong tension
between this acquisition and the family’s principles,” Fitzpatrick said. “There was a compelling
strategic case, but with many problems around environmental issues. We see ourselves as one
of the best companies in the world with regard to environmental footprint and safety, and this
seemed like it might not fit.” It was possible the Huber parent company board could veto the deal,
based on its multiple risks.

Similarly, Bertram and the others had to make a business case to Mike Marberry, Huber’s
CEO. From their preliminary understanding of the PATH deal, Marberry and other C-level
executives felt there was “too much hair” on it; they were not convinced the cost-benefit ratio was
favorable. “Mike was more like a [Huber] family member in his perspective on environmental
risk,” Fitzpatrick said. “He had to be confident we weren’t going into a toxic waste dump with
PATH.” At the same time, Huber was known for its respect for managers’ decision-making at all
levels. Bertram knew Marberry and other top managers were willing to trust him, as long as he
presented sufficient evidence to prove his argument for what he saw as a game-changer for HEM.

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Because of the significant environmental risks involved, Bertram and the others felt it was
best to present the potential deal and all their research first to the EH&S committee, rather than
the broader executive and governance group, to gain initial approval from that crucial body. That
sequence was unprecedented at Huber.

One additional challenge was keeping PATH’s production lines going while Huber deliberated
over whether to pursue the acquisition. Bertram knew this was a difficult balancing act, as the
seller was unwilling to incur significant costs during the wait, including those associated with
running the plant and the build-up of inventory. Moreover, the PATH business’s former customers
were already seeking alternate sources for the product, so it was important for Bertram and the
others to move quickly.

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Exhibit 1: The Huber Organization

Huber: Family and Business


(All Family: 218 members)

Family Council Board (5)


(All family -> business communications)

J.M. Huber ($1.5 B Revenues)


Environment, Health
BOARD
Other Board, & Safety Committee
(3) Voting Board Family;
Committees, etc. Andrew Miles, NF VP
(2) Non-Voting Board Family;
Ben Fitzpatrick, F Chair
(7) Non-Family Voting

Lee Nutter, Non-Family Chair

Mike Marberry, Non-Family CEO

HEM Forestry & Engineered CP Kelco


Parent
Huber Engineered Materials Resources Woods
(31 % J.M. Huber Revenues)
BOARD
Chairman
Andy Trott, President

FRA
PATH
Fire Retardant Additives
$30M Revenues
(23% of HEM Revenues)
Jerry Bertram, VP/GM

Source: Huber.

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Exhibit 2: Huber’s Principles

Environmental, Health & Safety (EH&S) Sustainability


Huber’s top priority is to be world-class in preventing employee injuries and in maintaining process
safety. We will implement an effective EH&S management and compliance system. Our employees
will strive for sustainability and continuous improvement in reducing our environmental footprint.
Huber will be a good corporate citizen in communities wherever we operate around the world.

Ethical Behavior
The Huber culture will encourage open communication and ensure that potential ethical concerns
can be easily surfaced and properly resolved. Globally, we will operate our business with the
highest standard for compliance with laws, regulations, and corporate policies. Huber employees
will conduct themselves with professionalism and ethical responsibility toward others.

Respect for People


Huber values employee diversity and superior teamwork. Employees will receive honest feedback,
recognition for their accomplishments, and opportunities for individual learning and development.
Huber will create a workplace where employees share our core values, show dignity and respect
toward others, and work hard to achieve their best performance.

Excellence
Huber will achieve competitive advantage through customer focus and operational excellence.
Customer intimacy and innovation will drive successful new product development and
commercialization. Our operations will apply learning and best practices to excel at process
engineering, product quality, productivity improvement, supply chain management, and customer
service.
Source: Huber Corporation, “Huber Principles,” http://www.huber.com/citizenship/principles (accessed September 5, 2014).

12 Kellogg School of Management

This document is authorized for use only by Hanh Le in Minerva B111 taught by WAYNE CHANG, Minerva Schools from Sep 2018 to Dec 2018.
For the exclusive use of H. Le, 2018.

KE1002 J. M. Huber and the P AT H B u s i n e s s

Exhibit 3: Huber’s Strategic Direction

Shaded box = chosen growth platform


Source: Huber internal document, December 2011.

Kellogg School of Management 13

This document is authorized for use only by Hanh Le in Minerva B111 taught by WAYNE CHANG, Minerva Schools from Sep 2018 to Dec 2018.

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