Koch Industries, Inc. Business Information, Profile, and History

Company Perspectives

Koch Industries is perhaps best viewed as a collection of capabilities continually searching for new ways to create value in society. Koch companies' ability to apply those capabilities--Market Based Management and operations, trading, transaction, and public sector excellence determines their success in providing superior value to customers and adding real value in society.

Koch companies are focused on long-term value creation in a myriad of industries worldwide. Their employees bring a disciplined, strategic approach to these industries, and strive for continuous improvement in compliance and performance. Underlying the management philosophy and its day-to-day execution is the expectation that each Koch company employee will be both entrepreneur and responsible citizen.

The success achieved in the past--and any future success--is a direct result of Koch companies' commitment to live by a set of Guiding Principles that includes integrity, humility, intellectual honesty and respect for others, as well as a commitment to principled entrepreneurship.

History of Koch Industries, Inc.

Following its December 2005 purchase of Georgia-Pacific Corporation, Koch Industries, Inc. became the largest privately held firm in the United States. In addition to Georgia-Pacific, a leading producer of tissue and paper products (including the consumer brands Quilted Northern, Dixie, and Brawny) and building materials, Koch (pronounced COKE) controls a diverse array of other companies, many of which are involved in commodity-based industries. Flint Hills Resources, LP, operates refineries in Alaska, Minnesota, and Texas with a combined crude oil processing capacity of nearly 800,000 barrels per day. Koch Pipeline Company, L.P. controls 4,000 miles of pipeline that transport crude oil, refined petroleum products, and natural gas liquids. INVISTA B.V. specializes in fibers, intermediates, and polymers and owns several well-known brands, including Lycra and Stainmaster. Matador Cattle Company operates ranches in Montana, Kansas, and Texas comprising a total of 445,000 acres and about 15,000 head of cattle. Other Koch companies are involved in chemicals, minerals, commodity trading, and financial services.

This powerful assortment of assets is owned and run by Charles G. and David Koch, two of the four sons of Fred C. Koch, founder of the company. The various Koch companies operate independently under a homegrown free-market philosophy called market-based management, which essentially encourages employees to think as entrepreneurs and to constantly question themselves and their colleagues. Another hallmark of Koch's success has been the willingness of the owners to plow 90 percent of earnings each year back into the business, a strategy that yielded an exponential growth rate of 1,600 percent during the period from 1961 to 2005. Koch is traditionally a very secretive company, but the various lawsuits and investigations into the company's practices that proliferated from the 1980s to the early 2000s served to pull away some of its veil. The company was propelled further into the spotlight following its high-profile acquisitions of INVISTA and Georgia-Pacific in 2004 and 2005, respectively.

Founder Battling Big Oil, Making Initial Fortune in Soviet Union

The son of a Texas newspaperman, Fred C. Koch earned an engineering degree at Massachusetts Institute of Technology in the 1920s. In the late 1920s Koch invented a new and more efficient method for the thermal cracking of crude oil, the process by which oil is heated to effect a recombination of molecules yielding higher proportions of usable compounds, especially gasoline. With the dramatic growth in the use of the automobile in the first quarter of the 20th century, refiners were constantly trying to improve their cracking technology, and Fred Koch's innovation was apparently good enough to draw upon him the wrath of the major oil companies. Protective of their tight control over every aspect of the oil business, the majors began a series of lawsuits against Fred Koch that would last 20 years and involve over 40 separate cases, eventually being resolved in 1952 when Koch won a $1.5 million settlement. Then as now, the international oil business was in the hands of only a few firms, which meant that Fred Koch would encounter the same obstacles wherever oil was bought and sold.

In the late 1920s there was at least one country in the world where oil was not bought and sold in the usual sense: the Soviet Union. The Soviets had been trying to take advantage of their immense oil reserves since gaining power in 1917, and under Joseph Stalin the drive to industrial efficiency was pursued with ruthless speed but without the benefit of Western technology. Fred Koch offered to build oil refineries in the Soviet Union that would be more efficient than those in the West. The young engineer's ideas were welcomed, and he was awarded a large contract to coincide with Stalin's first five-year plan, beginning in 1929. The contract called for construction of 15 refineries for an initial fee of $5 million, from which Koch and his partner, L. E. Winkler, are said to have netted a $500,000 profit. Koch's work in the Soviet Union necessitated sojourns in that country, offering the Texas farmboy an intimate look at the Soviet system while providing the cash he would later need in building his U.S. empire. The Winkler-Koch Engineering venture lasted until 1932.

By the late 1940s Koch had achieved a truce with his adversaries in the oil industry and begun assembling bits and pieces of business in the Midwest. Having been burned severely by the majors the first time around, Koch carefully avoided head-to-head competition with the industry leaders, instead developing a knack for discovering unexploited niches and an ability to turn a profit on even the smallest orders. In an age of massive, worldwide integration in the oil industry, Koch concentrated on service businesses too small to interest the majors and too obscure to attract much competition. While the majors largely controlled oil at the wellhead, they still required an ever growing network of pipelines and trucks to convey the oil to the refinery, thence to the mass of distributors, wholesalers, and retailers involved in its final sale. As the country's dependence on oil grew, so too did the need for more complete systems of oil distribution, and Fred Koch amassed a fortune in providing the equipment and expertise to meet that need.

Koch's main vehicle in the oil business was a company called Rock Island Oil & Refining Company, based in Wichita, Kansas. Rock Island was originally incorporated in 1942; Koch acquired the firm in 1946, combining it with his own firm, Wood River Oil & Refining Company, founded in 1940. While busy picking up bargains in businesses from trucks to coal mines, Koch fiercely guarded the privacy of his company, ensuring that it would not only remain under family control but also stay far from the prying eyes of government and the media alike. It is reported that a number of Koch's good friends in the Soviet oil industry were liquidated during Stalin's purges of the 1930s, an experience that only confirmed his belief, perhaps originally instilled by the battering he took at the hands of big oil, that business is best conducted silently.

Rock Island Oil & Refining had no public relations department, having no relations with the public, and the Koch family went out of its way to avoid doing business with the government. Fred Koch's particular aversion to Soviet communism took a more direct form in 1958 when he helped found the John Birch Society, an ultraconservative group which soon became notorious for its warnings about the threat of communism to U.S. society. Charles Koch, the second of Fred Koch's four sons, would later pour millions of dollars into the Libertarian Party, a proponent of minimal governmental interference in the affairs of business, and was also a cofounder of the libertarian think tank the Cato Institute.

Charles Koch Diversifying Company's Operations

Like his father, Charles Koch earned an engineering degree at Massachusetts Institute of Technology, and then spent several years working for a business consulting firm before joining Rock Island Oil in 1961. Frederick Koch, Fred Koch's eldest son, did not participate in the oil business. Charles Koch took over leadership of Koch Engineering, one of the family's many concerns, and helped make it into the world's largest manufacturer of mass transfer equipment for the chemical industry. By the time of Fred Koch's death in 1967, sales at Rock Island and the various Koch subsidiaries had reached about $400 million, presenting the 32-year-old Charles Koch with a weighty responsibility. Charles Koch was not only a capable leader in his own right but also enjoyed the continued presence of his father's top aide, Sterling Varner. Varner had already won a reputation as a shrewd buyer of what he referred to as "junk," the bankrupt or unwanted oil and gas properties that Rock Island habitually turned into profitable acquisitions. Under the ambitious administration of Charles Koch, Varner kept a low profile but was widely credited with supplying the savvy behind the company's rapid expansion.

Charles Koch brought a young man's energy to the company. From the new Wichita corporate headquarters of the renamed Koch Industries, Inc. (the name assumed in 1968), Charles Koch oversaw his company's diversification into a number of new areas, including petrochemicals, oil trading services, and ownership of a refinery in St. Paul, Minnesota. In 1969 Koch Industries merged with Atlas Petroleum Limited of the Bahamas, a distributor of crude oil and petroleum products with about $100 million a year in sales. The next few years saw the arrival at Koch of Charles's twin younger brothers, William and David, both of whom took executive positions with the company. While sharing their father's basic preference for privacy, the brothers gradually let it be known that Koch Industries was a far larger concern than imagined. In 1974 the family admitted to owning some 10,000 miles of pipeline in the Midwest and Canada, hundreds of tank trucks, barges, deepwater terminals, and storage facilities of every description. Through this system Koch distributed about 800,000 barrels of oil each day, some of it refined at its St. Paul refinery, some sold via the company's several hundred gas stations, but most of it transported to and from the major oil companies. Koch also participated in the rush to buy supertankers, owning a handful of the huge ships to complement its oil trading offices in eight countries. Finally, the company had begun its own program of oil exploration and drilling, and also owned around 60,000 head of cattle. Sales reached more than $2 billion in 1974, the first full year of post-OPEC price inflation in the oil business.

The OPEC price hikes of the early 1970s effectively killed the supertanker business, however, forcing Koch to sell all but one of its ships at salvage prices. Nevertheless, the dramatic run-up in oil prices during the 1970s helped Koch increase its revenue sevenfold in a matter of years. By 1981 its sales had reached $14 billion, 56 times their level in 1967, Charles Koch's first year as head of the company, and in some quarters Koch was beginning to be called an oil major in its own right. The company picked up a second refinery in 1981, paying $265 million for a Sun Company plant in Corpus Christi, Texas, and had greatly expanded its capacity in gas-liquids fractionating and asphalt production, to name only two of its myriad activities. While Koch had little luck in its exploration efforts, in 1979 the company moved decisively into the real estate business, joining Wichita businessman George Ablah in the formation of Abko Realty Inc. Abko was created specifically to buy Chrysler Realty Corporation and its several hundred Chrysler dealership sites around the country. It is believed that the hard-pressed Chrysler sold the unit for less than $100 million in cash.

Family Feud in 1979 Culminating in First of Several Lawsuits

The year 1979 also marked the beginning of the feud that eventually would split the Koch family. William Koch, five years younger than Charles, grew restive with his secondary role at Koch and began pressing his brother for more power, freer access to information, and some means by which a fair market value could be assigned to the company's stock. As a private company, the only likely buyers of Koch stock were other stockholders, who, in the absence of an open market, would pay far less than the shares might otherwise fetch. William Koch gained the support of the oldest brother, Frederick, until then relatively uninvolved in company affairs, and the two of them launched a proxy fight in 1980 aimed at ousting Charles from his leadership. The attempt failed, and after a round of lawsuits and mudslinging, William and Frederick Koch were bought out in 1983 by Charles and David Koch for around $1.1 billion in cash. From that time through 2001, William Koch continued to wage legal and emotional warfare against Charles Koch, going so far as to hire private detectives to gather evidence of wrongdoing by Koch Industries that was subsequently handed over to federal investigators. In 1987 the Justice Department announced it was investigating several companies on price-fixing charges, a Koch unit among them.

Later in the 1980s a U.S. Senate investigation forced Koch Industries further into the limelight. In 1989 the Senate looked into charges that Koch had been stealing oil from Native Americans in Oklahoma by deliberately mismeasuring the crude oil it was buying. A committee concluded that Koch had stolen $31 million in oil over a three-year period. Koch vigorously denied the charges, and hired public relations experts for the first time to fight the battle of public opinion. The committee submitted its findings to the Justice Department, which three years later dropped the case. William Koch did not let the matter drop, however, and subsequently filed yet another lawsuit, this one for $400 million, alleging that Koch Industries had defrauded the federal government by stealing oil on federal land.

The parade of litigation continued for Koch in April 1995 when the Justice Department, the Environmental Protection Agency, and the Coast Guard filed suit against the company for allegedly being responsible for more than 300 separate oil spills since 1990. The government claimed that 55,000 barrels of oil were spilled from Koch pipelines, some of which polluted wetlands and, in the biggest offense, Corpus Christi Bay on the coast of Texas. Koch, which faced a penalty as high as $55 million but was likely to pay only $5 million or $6 million, claimed that more than half of the spills cited by the government had never happened.

More Dealmaking in the 1990s and Early 2000s

Meanwhile, Charles Koch continued to build the company through wheeling and dealing in the 1990s. Among the deals were: the $21 million purchase of a marine terminal and other pipeline and oil gathering systems from Ashland Oil Inc.'s Scurlock Permian Corp. in 1991; the 1992 purchase of the 9,271-mile United Gas Pipe Line Co., with annual sales of $370 million and a valuation of $1.1 billion; the early-1995 acquisition of a second refinery in Corpus Christi, Texas, from Kerr-McGee Corp.; the formation of Koch Paper Technology Group in mid-1995 to consolidate Koch's activities in the pulp and paper industry; and the $250 million acquisition in mid-1997 of Glitsch International Inc., a supplier of products and services to the petroleum and chemical industries, from Foster Wheeler Corp.

By 1996 Koch Industries had revenues of about $30 billion, a 300-fold increase in the previous 30 years. It operated more than 40,000 miles of pipeline, refined about 540,000 barrels of crude oil a day, was the largest buyer and seller of asphalt in the country, ranked in the top ten among U.S. calf producers, and was the country's 34th largest landowner (according to Worth magazine). These diverse operations, many of which were often overlooked businesses that Koch specialized in making money from, together formed one of the world's great private fortunes. As a private company, Koch had the advantage of being able to move fast to pick up undervalued assets as soon as they became available.

Though private and historically publicity-shy, Koch opened up a bit more in 1997 when it created a company web site. That year the company made an estimated profit of $600 million on revenues of $30 billion. At this time Koch was becoming more heavily involved overseas and was working to beef up its capital services unit, which was involved in oil, commodities, and currency trading through offices in Wichita, London, and Singapore. Further acquisitions in the late 1990s included Purina Mills, Inc., a maker of livestock feed purchased for $670 million in March 1998. This proved to be a brief chapter in Koch's history as economic turmoil in Asia and Latin America undercut U.S. grain and livestock exports, sending the U.S. farm economy into recession. Collapsing hog prices forced Purina Mills to file for bankruptcy protection in late 1999. It emerged from bankruptcy protection the next year, when it also went public, but then Land O'Lakes, Inc. acquired it in 2001.

A more lasting venture also began in 1998 when Koch joined with the Saba family of Mexico to acquire Hoechst AG's Trevira unit, which specialized in advanced polyester resins and synthetic fibers. The acquired assets formed the basis for the 50-50 joint venture KoSa B.V. In 2001 Koch bought out the Saba family, gaining full control of KoSa. Also in 2001, Koch joined with the utility company Entergy Corp. to form an energy marketing and trading company with more than $1 billion in assets. Late in 2004 Merrill Lynch & Co., Inc. bought the Entergy-Koch venture for an undisclosed sum.

In the meantime, the Koch family feud continued, as did the various lawsuits against the company. In 1998 a jury finally heard William Koch's claim that his brothers Charles and David had cheated him out of more than $1 billion in the 1983 buyout deal, but they ruled in favor of the latter. William Koch, however, got a measure of revenge one year later, through his whistle-blower lawsuit against Koch Industries, claiming that the company had underreported the amount and quality of oil it had purchased from federal and Native American leases between 1985 and 1989. A jury found in his favor, leaving the company open to penalties potentially totaling as much as $286 million. After Koch appealed the verdict, the parties settled the lawsuit in May 2001, with the terms not being disclosed. At this time, the brothers buried their hatchets, agreeing not to sue each other again and even had dinner together for the first time in 20 years.

There were other legal challenges to the company, however, particularly on the environmental front. In 1999 a Koch subsidiary pled guilty to charges that it had negligently allowed aviation fuel to leak into waters near the Mississippi River from its refinery in Rosemount, Minnesota, and that it had illegally dumped a million gallons of high-ammonia wastewater onto the ground and into the Mississippi. The company agreed to pay several million dollars in fines and for remediation. In January 2000 Koch agreed to pay a $30 million fine to settle the lawsuits that had been filed in connection with its involvement in more than 300 oil spills from its pipelines and oil facilities in six states. But this fine, at the time the largest civil environmental penalty in U.S. history, was severely reduced after George W. Bush took office in 2001. In a similar development, Koch in late 2000 faced a 97-count federal indictment charging it with covering up illegal releases of 91 metric tons of benzene, a known carcinogen, from its Corpus Christi refinery. Initially facing possible fines totaling $350 million, Koch reached a deal with Bush's first attorney general, John Ashcroft, in which all major charges were dropped, and the company pled guilty to falsifying documents and settled the lawsuit for just $20 million.

Blockbuster Deals for INVISTA and Georgia-Pacific: 2004 and 2005

Already one of the most powerful industrial corporations in the United States, Koch Industries grew substantially and greatly widened its interests with two blockbuster deals, each in turn the largest in company history, completed in 2004 and 2005. In May 2004 Koch acquired the INVISTA textile unit from E. I. du Pont de Nemours and Company for $4.2 billion. INVISTA was comprised of DuPont's nylon, polyester, and Lycra fiber businesses and boasted a number of well-known brand names, including Lycra, Stainmaster, Antron, Coolmax, and Thermolite. Its manufacturing base encompassed the United States, Canada, the Netherlands, Germany, the United Kingdom, Brazil, and Singapore. Annual revenues at INVISTA were approximately $6 billion, and its workforce totaled 18,000 employees worldwide. Koch's KoSa unit was subsequently merged into INVISTA, whose headquarters were shifted to Wichita.

Koch next turned its attention to the pulp and paper industry. In May 2004 the company acquired the nonintegrated fluff and market pulp operations of Georgia-Pacific Corporation for $610 million and began operating them as Koch Cellulose, LLC. Koch then returned the following year with an offer to buy all of Georgia-Pacific, and a deal was struck in November 2005 and completed the following month. The price was a staggering $13.2 billion in cash plus the assumption of $7.8 billion in Georgia-Pacific debt. The Atlanta-based company was a forest-product industry giant, specializing in tissue, packaging, paper, building products, and related chemicals. It was one of the nation's leading suppliers of building products to lumber dealers and major home improvement retailers, and its portfolio included a number of well-known consumer tissue brands--including Quilted Northern, Angel Soft, Brawny, and Vanity Fair--and the Dixie brand of disposable cups, plates, and cutlery. Its workforce was comprised of 55,000 employees in North America and Europe. Following the deal, Koch Cellulose was integrated back into Georgia-Pacific, which continued to operate under the same name as an independently managed company based in Atlanta. A. D. (Pete) Correll, the head of Georgia-Pacific, continued to serve as chairman, but Koch shifted its president and chief operating officer, Joseph W. Moeller, over to be president and CEO of Georgia-Pacific. Dave Robertson, a Koch executive vice-president and former head of Flint Hills Resources, its petroleum and chemicals subsidiary, was named president and COO of Koch Industries.

With the addition of Georgia-Pacific's $20 billion in annual revenues, Koch's revenues were expected to top $80 billion starting in 2006, making the firm the nation's largest private company, surpassing Cargill, Incorporated. This fact, coupled with Koch's ownership of Georgia-Pacific, a high-profile consumer-products company, seemed destined to bring more attention to the traditionally secretive company, but Charles Koch was determined to continue to run Koch Industries in the same way: using market-based management, reinvesting 90 percent of earnings back into the company, and, as a private company that did not need to worry about satisfying Wall Street quarter after quarter, building and investing for the long term.

Principal Subsidiaries

The C. Reiss Coal Company; Flint Hills Resources, LP; Georgia-Pacific Corporation; INVISTA B.V.; John Zink Company LLC; KMC Enterprises, LLC; Koch Carbon, LLC; Koch Cellulose, LLC; Koch Exploration Company, LLC; Koch Financial Corporation; Koch Genesis Company, LLC; Koch-Glitsch, LP; Koch Mineral Services, LLC; Koch Nitrogen Company; Koch Pipeline Company, L.P.; Koch Pulp & Paper Trading, LLC; Koch Supply & Trading, LLC; Matador Cattle Company; Oasis Capital Markets, LP; Flint Hills Resources, S.à r.l. (Belgium); Koch Carbon Belgium BVBA; Koch International B.V. (Belgium); Koch-Glitsch France, S.à r.l.; Koch Membrane Systems GmbH (Germany); Koch-Glitsch Italia, S.à r.l. (Italy); John Zink International, S.àr.l. (Luxembourg); Flint Hills Resources BV (Netherlands); Koch HC Partnership BV (Netherlands); Koch Cellulose GmbH (Switzerland); Koch Minerals S.A. (Switzerland); Koch Engineering Company Ltd. (U.K.).

Principal Competitors

International Paper Company; ChevronTexaco Corporation; Kimberly-Clark Corporation; ConocoPhillips; Valero Energy Corporation; The Procter & Gamble Company.

Chronology

• Key Dates
• 1940 Fred C. Koch founds Wood River Oil & Refining Company.
• 1942 Rock Island Oil & Refining Company is incorporated.
• 1946 Wood River merges with Rock Island Oil & Refining Company.
• 1967 Koch dies, leaving Rock Island and various subsidiaries to his sons; Charles G. Koch takes over leadership.
• 1968 Company is renamed Koch Industries, Inc.
• 1983 Charles and David Koch buy out William and Frederick Koch's interests in the company.
• 2004 Koch acquires DuPont's INVISTA textile unit for $4.2 billion.
• 2005 In a deal valued at $21 billion in cash and assumed debt, Koch acquires the building products and paper company Georgia-Pacific Corporation.