Corporate Overview
Corporate History - The New Haas TCM

An Entity Formed by the Merger through Acquisition of the Radian TCM business of Radian International LLC Corporation by The Haas Corporation

This summary describes the 2002 merger through acquisition of a total chemical management (TCM) business of Radian International LLC, a division of the URS Corporation by the Haas Corporation and summarizes impacts of this transaction on our collective business partners and stakeholders, such as:
• Our Customers
• Our Employees; and
• Our Suppliers and Subcontractors.

In October, 2002, Radian TCM and the Haas Corporation merged through an acquisition and are doing business as Haas TCM. The result of this transaction is the formation of the largest independent chemical management service (CMS) provider in the world, serving about 200 facilities in the following industries:
• Aerospace and Defense
• Automotive
• Department of Defense
• Electronics
• Metals and Metal Fabrication
• Semiconductors
• Food & Beverage
• Utilities
• Transportation
• Other Manufacturing

The combined Haas TCM is a global company with over 250 employees in five countries and generates over $100 million per year in combined revenues.

Although regarded traditionally as competitors, Haas and Radian TCM fit well together and produce a very powerful combination in three respects:

1. Served Markets - Haas' customers have generally been defined by the automotive, electronics, metals and metalworking industries and defense. Radian TCM's customer base is largely the aerospace, electronics, semiconductors and transportation sectors;

2. Business Systems - As a stand-alone entity, Haas has developed the back office systems geared specifically to CMS while Radian TCM has had to rely on the systems provided by its parent, the URS Corporation; and

3. Core Competencies - As shown in Figure 1 below, the strongest competencies of each company are two of the four "value pools" that define the chemical lifecycle. Thus, the combined competencies in Haas TCM integrate the entire lifecycle and yield unmatched depth and breadth in creating sustainable value for Haas TCM customers and for Haas TCM itself. Moreover, the combined domain of the new entity means that Haas TCM customers benefit from a vast knowledge and experience base gained from many other industries. The result is a platform of continuous improvement fueled by a growing inventory of best practices in each of the four value pools shown, as well as the environmental, health and safety (EHS) obligations associated with all facets of the chemical use lifecycle.

Figure 1. Haas and Radian Link the Four "Value Pools" of the
Chemical Lifecycle
click image to see detail

What Changed with the Merger?

In addition to size and scale, the new Haas TCM entity provides changes that benefit both new customers and those currently served by each former organization:

A. TECHNOLOGically
Haas TCM combined the advanced information technologies of the former entities into a single platform:

1. From Haas Corp - HaasTec® and HaasTrac®, information systems track both chemical use and the efficiencies with which they are used; and

2. From Radian TCM - tcmIS™, its "state of the art", internet-based system for chemical transaction automation (including e-commerce), information enrichment and EHS compliance automation.

The result is the automated application of experience and knowledge-based processes integrated across a wider swath of each customer's chemical processes.

B. GEOGRAPHICALLY
With mature operations in the US, Canada, Mexico, Argentina and China, Haas brings the experience and understanding of doing CMS business in the geographies of our customers' major operations.

Domestically, Radian TCM adds distribution regions operated in North Texas, Boston, Minneapolis/St. Paul and Tucson to Haas' operations in Detroit, Indianapolis, Philadelphia, Decatur, Alabama, Oshawa, Ontario and Shanghai, China.

What Remained the Same?

Haas TCM remains a company that is totally dedicated to Chemical Management Services — providing superior chemical management services is all that Haas TCM does. Furthermore, both Radian and Haas were founding members of the CMS Forum, an industry trade association dedicated to the advancement of CMS know-how and value.

Because its roots are in the services-only business, Haas TCM maintains intense focus on customer service. As a "services-only" company, Haas TCM is completely "vendor-neutral." As a result, Haas TCM provides the best solution for our customers' process needs, whether they be chemical or non-chemical solutions. In fact, the mission of Haas TCM is to contribute to our customers' success by reducing the total costs of their chemical lifecycles. This means Haas TCM customers are completely assured of business objectivity because we have no incentives other than to reduce chemical costs — the underpinning of all of our customer relationships.

Summary

Besides the benefits to our customers, the Haas TCM management team believes that the merger of Radian TCM with Haas also benefits our other stakeholders.

For our employees, each has career opportunities created through growth and, most importantly, with a company whose sole business purpose is that in which our employees have developed their skills and competencies.

Our suppliers and chemical manufacturers benefit by a reduction of their transaction costs as they now have to deal with only one buying entity for all the customers Haas TCM serves. Furthermore, they enjoy the automation of both the fulfillment and financial clearing processes that Radian TCM developed and recently deployed.

With the combined know-how resulting from this merger, Haas TCM sets the standard in many areas that the entire CMS provider community will likely adopt, thereby advancing the state of the art for this growing industry.

2.0. Background

2.1. Haas TCM
The combination of Radian TCM with Haas Corporation created in October, 2002 a new entity known as Haas TCM. The world headquarters of Haas TCM remains in West Chester, Pennsylvania at the same location as Haas Corporation while its data center operations remains in Austin, Texas, which was the headquarters of the former Radian TCM.

The organization structures of the former entities were blended to create an effective structure, starting with the executive team shown in Figure 2 below.

Figure 2. Haas TCM Executive Leadership Team
click image to see detail

There are six principles that will guide the design of the Haas TCM organization, as shown below.

Attachment 1 to this document is a fact sheet that provides detailed information on Haas TCM (click here to see this, below)

2.2 History of Haas Corporation
In 1925, Charles J. Haas and Harry Miller left E. F. Houghton Company to form Haas Miller. They established a specialty chemical manufacturer to serve the metalworking, steel, textile, pulp and paper, and food processing industries.

During the 1950's, Haas and Miller split their business and the Charles J. Haas Company was formed. In 1975, today's present management acquired the company. From 1975 to 1982, the company's primary focus was in the metalworking and steel specialty chemical markets. In 1982, the company began to market its products and services to automotive assembly plants in North America. This new market led to the development of the first economical non-methylene chloride paint stripper in North America. As demand grew for this and other similar products, the company expanded outside of the United States and founded Haas Corporation of Canada and Haas Corporation of Mexico. The Haas Corporation quickly became a leader in paint booth maintenance products while continuing to serve the metalworking and steel industries.

The 1990s saw a strategic shift in the automotive market and the way customers purchased chemicals. As a result, the Haas Corporation began to focus its sales efforts more towards managed programs and away from volume chemical sales. This strategy was the introduction to chemical management. In 1993, the company was awarded its first comprehensive chemical management contract.

In 2002, the Haas Corporation was the largest and most diverse chemical manager for General Motors North American assembly plants and the largest chemical manager in Canada and Mexico. To meet the growing global demands of chemical management, Haas has formed alliances and joint venture agreements throughout the world to properly implement chemical management. As an example, Haas FineChem Shanghai Co., Ltd. was formed for a Chemical Management contract in China.

2.3 History of Radian TCM
Radian Corporation opened for business in 1969 with a primary focus on the embryonic environmental business. It grew rapidly from the start as a result of both the exploding market and Radian's development of core competencies in three areas that were vital to the environmental services business:
• Process engineering;
• Measurements science; and
• Advanced information technology (IT) and systems.

In 1975, the Hartford Steam Boiler (HSB) and Inspection Company acquired Radian Corporation and held it for the next 20 years. With HSB support, Radian prospered by serving both industry and government agencies and became one of the premier environmental consulting companies in the US.

By 1995, Radian Corporation had grown to a global service with more than 2000 employees and HSB sold Radian to the Dow Chemical Company in early 1996.

In 1997, Radian Corporation established two new businesses, one of which was the Total Chemical Management (TCM) Division led by Leigh Hayes. This business was based, in part, on the premise that Dow would provide the operating process expertise and Radian would bring the IT and environmental capabilities. However, Dow decided a year later to sell Radian Corporation to Dames and Moore, Inc., a public engineering and environmental services company, leaving TCM to look elsewhere for their expertise. Dames and Moore was acquired 18 months later by the URS Corporation.

Despite having three different owners, TCM grew steadily throughout the four-year period from 1997 to 2001 by creating considerable value for its customers through automation of the chemical supply chain and streamlining environmental compliance obligations. Although Radian TCM helped to improve its customers' operating processes, it still lacked the breadth of skill sets needed to tap into the many process improvement opportunities originally contemplated in 1997.

Attachment 1. Haas TCM Fact Sheet
1. Headquarters:
1475 Phoenixville Pike
West Chester, PA 19380
610-436-9840

Tax ID Number - 23-1952679

2. Employees:
300+ Total: ~250 at customers' sites, ranging from 1 to 100 per site

Figure 3. Haas TCM Executive Leadership Team:
click image to see detail

3. Shareholders & Directors
Haas TCM and the Haas Corporation are privately held.

4. Revenue:
~$100 Million/year

5. Other Office Locations:
• Austin, TX
• Detroit, MI
• Oshawa, Ontario
• Shanghai, China
• Mexico City, Mexico
• Rosario, Argentina

6. Currently 200 Customer sites in Business Operation:
• United States
• Canada
• Mexico
• China
• Brazil
• Argentina

  Planned:
• Ireland
• Germany
• South Korea

Services Offered

1. Sourcing & Procurement
• Specification development
• Supplier development & management
• Product acceptance testing
• Quality management
• Price and cost management

2. Logistics
• Off-site/on-site inventory management
• Just-in-time delivery (JIT)
• Point-of-use delivery (POU)
• Customized packaging and labeling

3. Chemical Usage & Reduction Management
• Proper application
• Process improvements
• Recycling
• Product substitution

4. On-Site Services
• Water & waste water operations & management
• Solid and hazardous waste collection & management
• Fluids management
• Bulk storage and container management

5. Environmental, Health & Safety Services
• MSDS Management
• Chemical usage tracking
• Compliance automation
• Environmental record keeping & reporting
• Chemical handling training
• OSHA training

6. Advanced Information Management
• Information & data enrichment
• Cost allocation tracking & reporting
• Best practices identification & analysis
• Standardization
• Statistical process control
• E-commerce

October 1, 2002

Dear Reader,

I am very excited to formally announce what I believe is the most significant development to occur in the chemical management services (CMS) industry since its birth about two decades ago - the establishment of Haas TCM, the result of a merger through acquisition of Radian TCM by the Haas Corporation - two leaders in this rapidly growing industry.

As founding members of the CMS Forum, which promotes CMS as a best management practice, both companies shared the vision of how a new approach to managing the chemical lifecycle would yield simultaneous economic and environmental benefits for chemical end users. Although we shared the same vision, each firm entered the market through different channels - Haas through the automotive and metals process channel and Radian TCM via the aerospace and defense markets. We look forward to our continued growth in these markets as well as many new ones.

By taking different approaches, each firm developed benchmark competencies in different, yet very complimentary components of the chemical lifecycle - Haas in chemical usage and waste reduction and Radian TCM in procurement, logistics and EHS compliance. As a result, the combination in Haas TCM produces the CMS industry's best-in-class know how, experience and systems spanning the entire chemical lifecycle. Moreover, this merger produces the largest company focused solely on chemical management services.

One important common thread in each company's approach to CMS is our emphasis on customer service excellence. We both recognized early on that through strong, results oriented relationships with our customers we could develop the mutual trust necessary to change the traditional mindset about managing chemicals. As a result, joint teams comprised of customers and our employees have produced amazing results in terms of lower chemical costs and reduced hazardous wastes. More importantly, we see how much more progress is possible and together we are better equipped to capture outstanding results.

The timing of this transaction is also significant as the CMS market matures and attracts both new customers and competitors. With over 250 employees and operations on three continents, Haas TCM has the breadth and depth to serve customers of any size and wherever they have CMS needs. While we are excited about the growth opportunities I can assure you that we are committed to providing the level of service our clients have grown to expect from Radian TCM and Haas Corporation.

With new competition entering the CMS market, our imperative is to continuously improve the effectiveness of our services in order that we maintain our leadership position. We are poised to do just that starting with the integration of our technology tools - tcmIS™, recognized as a state-of-the-art e-commerce and information system built specifically for the chemical lifecycle and Haastrac® and Haastec®, tools used to improve processes at Haas' customers' sites. In addition, we will integrate and organize our personnel and other resources to best leverage intellectual assets across our entire business portfolio. All of Haas TCM's resources will be focused on reducing our customers' total cost and significantly impacting their bottom line.

It's the fit of our two companies that really underscores our excitement. While we are mindful of the challenges of successfully integrating our two organizations, we are aided by the fact that there is little overlap in the markets we've served and how we've served them. Thus, we don't foresee the kinds of personnel issues that typically plague most integration projects. Instead, we see an abundance of career growth opportunities for our excellent employees, most of whom have track records of meeting increasingly difficult challenges posed by the growing pains each firm has experienced.

We at Haas TCM hope you too share our level of excitement. I look forward to meeting each of you and, over the coming months, I will keep you apprised of our progress. For more information feel free to contact me directly and thank you for your continued support and business. I look forward to a continued mutually beneficial business relationship.

Sincerely,

Thaddeus Fortin