What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 126 added, 73 removed, 593 unchanged (25% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions, except share and per share amounts)

5 unchanged sentences

Operating profit

Other income (loss), net

Other income, net

Interest expense

Loss on pension settlement

(Loss) income before income taxes

Income before income taxes

Income tax provision

Net (loss) income

Net income attributable to noncontrolling interests

Net (loss) income attributable to Koppers

(Loss) earnings per common share attributable to Koppers common shareholders:

Net income attributable to Koppers

Earnings per common share attributable to Koppers common shareholders:

Weighted average shares outstanding (in thousands):

2 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions)

Net (loss) income

Changes in other comprehensive income (loss):

Currency translation adjustment

Cash flow hedges, net of tax of $ 1.3 and $ 2.8

Pension adjustments, net of tax of $ 8.3 and $ 0.1

Cash flow hedges, net of tax of

$( 0.6 ), $( 1.3 ), $( 2.0 ) and $( 4.0 )

Pension adjustments, net of tax of

$ 0.0 , $ 0.1 , $ 8.3 and $ 0.1

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to

noncontrolling interests

Comprehensive income attributable to Koppers

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2025

December 31, 2024

(Dollars in millions, except share and per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Three Months Ended

Six Months Ended

(Dollars in millions)

Cash provided by (used in) operating activities:

Net (loss) income

Adjustments to reconcile net cash used in operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

3 unchanged sentences

Non-cash interest expense

(Gain) loss on sale of assets

(Gain) on sale of assets

Insurance proceeds

7 unchanged sentences

Other working capital

Net cash used in operating activities

Net cash provided by operating activities

Cash (used in) provided by investing activities:

3 unchanged sentences

Divestiture of KCCC

Other investing activities

Net cash used in investing activities

2 unchanged sentences

Repayments of credit facility

Borrowings of long-term debt

Repayments of long-term debt

1 unchanged sentence

Repurchases of Common Stock

Payment of debt issuance costs

Dividends paid

7 unchanged sentences

Accrued capital expenditures

Acquisition non-cash consideration

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions, except per share amounts)

9 unchanged sentences

Balance at beginning of period

Net (loss) income attributable to Koppers

Common Stock dividends ($ 0.08 and $ 0.07 per share)

Net income attributable to Koppers

Common Stock dividends

($ 0.08 , $ 0.07 , $ 0.16 and $ 0.14 per share)

Balance at end of period

21 unchanged sentences

Common Stock Outstanding

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 0.6 million and $ 1.1 million during the three months ended March 31, 2025 and 2024 , respectively.

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 0.9 million and $ 5.2 million during the three months ended June 30, 2025 and 2024, respectively, and $ 1.5 million and $ 6.3 million during the six months ended June 30, 2025 and 2024 .

(2) Amounts reclassified from accumulated other comprehensive income to net income consist of amounts shown for pension adjustments.

11 unchanged sentences

Certain prior period amounts in the condensed consolidated financial statements and notes to the condensed consolidated financial statements have been reclassified to conform to the current period’s presentation.

The financial information included herein should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Pronouncements – In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

35 unchanged sentences

Fair value of liabilities assumed

(1) The difference between total cash consideration and cash paid in the prior year condensed consolidated statement of cash flows relates to the settlement of pre-existing relationships with our PC segment and Brown Wood, as the settlement was deemed additional consideration.

(1) The difference between total cash consideration and cash paid in the prior year condensed consolidated statement of cash flows relates to the settlement of pre-existing relationships with our PC segment (as defined in Note 7 - Segment Information) and Brown Wood, as the settlement was deemed additional consideration.

The customer relationship intangible assets have a useful life of 15 years and are amortized on a straight-line basis.

3 unchanged sentences

Plant Closures and Restructuring – The following table summarizes restructuring activities:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Cumulative Total

3 unchanged sentences

Depreciation and asset disposal costs

Plant cleaning, waste disposal and demolition costs

Workforce Reduction Program

3 unchanged sentences

The decision was driven by significant near-term capital spending requirements that could not be economically justified by end-market projections and will substantially reduce annual emissions of certain regulated air contaminants.

In April 2025, we completed the shutdown of the primary manufacturing functions of the phthalic anhydride plant.

Secondary manufacturing functions are expected to continue through mid-2025 as we process remaining inventory quantities to supply existing contracts, as necessary.

During the second quarter of 2025, we completed the shutdown of the phthalic anhydride plant.

We expect this action to result in pre-tax charges to earnings of $ 51 million to $ 55 million through the end of 2026, approximately $ 28 million of which constitutes non-cash charges and approximately $ 23 million to $ 27 million of which constitutes cash expenditures.

6 unchanged sentences

At this time, we have not fully defined all of the specific cost reduction actions to be implemented and therefore are unable to provide a cost estimate or range of cost estimates associated with this action.

Consulting Services – We have incurred and will continue to incur consulting and other professional service fees starting with a comprehensive assessment of each of our businesses and functions.

Such assessment will be followed by a multi-year company-wide transformative project to design and implement changes that enable us to reach our full potential and improve profitability, modernize business processes and pursue portfolio realignment, if necessary.

Consulting Services – We have incurred and will continue to incur consulting and other professional service fees starting with a comprehensive assessment of each of our businesses and functions which is expected to be completed during the third quarter of 2025.

Such assessment will be followed by a multi-year company-wide transformative project to design

and implement changes that we believe will enable us to reach our full potential and improve profitability, modernize business processes and pursue portfolio realignment, if necessary.

The following table includes details of plant closures and restructuring liabilities:

Workforce Reduction Program

Phthalic Anhydride Shutdown

Workforce Reduction Program

(Dollars in millions)

Liability at December 31, 2024

Liability at March 31, 2025

Liability at June 30, 2025

KCCC Liquidation – In July 2024, Koppers and Tangshan Iron & Steel Group Co.

(TISCO) signed an agreement to effectuate the ultimate liquidation of Koppers (China) Carbon & Chemical Company Limited (KCCC), which ceased operations in 2015.

During the three months ended March 31, 2025, TISCO assumed the remaining assets, including land, and liabilities of KCCC, which resulted in cash paid of approximately $ 7.6 million.

During the first quarter of 2025, TISCO assumed the remaining assets, including land, and liabilities of KCCC, which resulted in cash paid of approximately $ 7.6 million.

KCCC is owned 60 percent by a wholly owned subsidiary of Koppers and 40 percent by TISCO.

1 unchanged sentence

The following table presents the estimated fair values and the related carrying amounts of our financial instruments:

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Assets - Investments and Other Assets

Liabilities - Long-term debt (including current portion)

Liabilities - Debt (including current portion)

Investments and Other Assets – Represents the broker-quoted cash surrender value on universal life insurance policies.

6 unchanged sentences

The primary risks that we manage by using derivative instruments are commodity price risk associated with copper, fuel oil, foreign currency exchange risk, principally the U.S.

dollar, Australian dollar and British pound sterling, and interest rate risk associated with variable rate borrowings.

dollar and British pound sterling, and interest rate risk associated with variable rate borrowings.

Generally, we enter into master netting arrangements with the counterparties and offset net derivative positions with the same counterparties.

12 unchanged sentences

Generally, we will not hedge cash flow exposures for durations longer than 36 months and we have hedged certain volumes of heating oil through the end of 2027.

These swap contracts are not

designated as hedges so the unrealized gain or loss on the derivative is reported as cost of sales in the condensed consolidated statement of operations.

As of March 31, 2025 and December 31, 2024 , we had contracts totaling 3.8 million and 3.5 million gallons, respectively.

These swap contracts are not designated as hedges so the unrealized gain or loss on the derivative is reported as cost of sales in the condensed consolidated statement of operations.

As of June 30, 2025 and December 31, 2024 , we had contracts totaling 3.9 million and 3.5 million gallons, respectively.

We enter into foreign currency forward contracts to manage foreign currency risk associated with our receivable and payable balances in addition to foreign-denominated sales.

1 unchanged sentence

We enter into interest rate swaps to effectively convert portions of our variable interest rate debt into fixed rate debt to add stability to interest expense and to manage our exposure to interest rate movements.

We entered into interest rate swap agreements with an aggregate notional value of $ 400.0 million at a weighted average fixed SOFR rate of 3.97 percent for a portion of our variable rate debt.

We entered into interest rate swap agreements with an aggregate notional value of $ 400.0 million at a weighted average fixed Secured Overnight Financing Rate (SOFR) of 3.97 percent for a portion of our variable rate debt.

All swap agreements expire in April 2027 .

2 unchanged sentences

The fair value of the outstanding derivative contracts recorded in the balance sheet are as follows:

March 31, 2025

June 30, 2025

Copper Swap Contracts

20 unchanged sentences

We estimate that unrealized gains, net of tax, for commodity price hedging of $ 3.1 million and unrealized losses, net of tax, for interest rate swaps of $ 0.4 million, respectively, will be reclassified from other comprehensive income into earnings over the next twelve months .

The unrealized (gain) loss from our hedging contracts where hedge accounting was not elected is as follows:

Three Months Ended

Six Months Ended

(Dollars in millions)

Copper swap contracts

Heating oil contracts

Foreign currency forward contracts

Copper Swap Contracts – We had outstanding copper swap contracts of the following amounts:

1 unchanged sentence

Net Fair Value – Asset (Liability)

June 30, 2025

December 31, 2024

June 30, 2025

December 31, 2024

(Amounts in millions)

1 unchanged sentence

Not designed as hedges

For the three months ended March 31, 2025 and 2024 , the unrealized gain from copper swap contracts where hedge accounting was not elected was $ 9.0 million and $ 1.5 million, respectively.

Heating Oil Swap Contracts – For the three months ended March 31, 2025 and 2024 , the unrealized gain from heating oil swap contracts where hedge accounting was not elected was $ 0.2 million and $ 0.3 million, respectively.

Foreign Currency Forward Contracts – The net currency units outstanding for contracts were:

June 30, 2025

December 31, 2024

(In millions)

United States Dollars

Australian Dollars

British Pound Sterling

For the three months ended March 31, 2025 and 2024 , the unrealized (gain) loss from foreign currency forward contracts where hedge accounting was not elected was $( 0.5 ) million and $ 0.1 million, respectively.

Earnings and Dividends per Common Share

1 unchanged sentence

Three Months Ended

Six Months Ended

(Dollars in millions, except share and per share amounts)

Net (loss) income attributable to Koppers

Weighted average common shares outstanding (in thousands):

Net income attributable to Koppers

Weighted average common shares outstanding

(in thousands):

Effect of dilutive securities

2 unchanged sentences

earnings per common share

On May 8, 2025 , we declared a quarterly dividend of $ 0.08 per common share, payable on June 17, 2025 to shareholders of record as of May 30, 2025 .

On August 7, 2025 , we declared a quarterly dividend of $ 0.08 per common share, payable on September 15, 2025 to shareholders of record as of August 29, 2025 .

Stock-based Compensation

8 unchanged sentences

If minimum performance criteria are not achieved, no performance stock units will vest.

For the awards granted in January 2025 , target shares for units with a market condition totaled 223,254 a nd target shares for units with a performance condition tota led 112,309 .

For the awards granted in January 2025 , target shares for units with a market condition totaled 223,254 and target shares for units with a performance condition tota led 112,309 .

The above awards include 136,959 target shares for performance stock units with a market condition and 30,873 restricted stock units that were issued in lieu of a portion of the cash incentive award that could be earned during 2025 for certain participants.

16 unchanged sentences

Credited from dividends

Non-vested at March 31, 2025

Non-vested at June 30, 2025

The following table shows a summary of the status and activity of stock options:

6 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

The following table presents total stock-based compensation expense recognized in the condensed consolidated statement of operations:

Three Months Ended

Six Months Ended

(Dollars in millions)

12 unchanged sentences

We also operate a railroad services business that conducts engineering, design, repair and inspection services for railroad bridges and a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

We have entered into an agreement to sell our railroad services business.

See Note 13 - Subsequent Events.

Our PC segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services to a diverse range of end-markets including residential, industrial, commercial construction and agricultural applications.

Our CMC segment is primarily a manufacturer of creosote, carbon pitch, naphthalene, phthalic anhydride and carbon black feedstock.

Our CMC segment is primarily a manufacturer of creosote, carbon pitch, naphthalene and carbon black feedstock.

Creosote is used in the treatment of wood and carbon black feedstock is used in the production of carbon black.

Carbon pitch is a critical raw material used in the production of aluminum and steel.

Naphthalene is used for the production of phthalic anhydride and as a surfactant in the production of concrete.

Phthalic anhydride is used in the production of plasticizers, polyester resins and alkyd paints.

Our CMC segment ceased primary production of phthalic anhydride in April 2025.

Naphthalene is used as a surfactant in the production of concrete.

Our CMC segment ceased production of phthalic anhydride in the second quarter of 2025.

See Note 2 – Acquisitions and Restructuring.

Our measure of segment profitability is adjusted income before interest expense, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of our operating results (as defined by us, adjusted EBITDA).

These non-cash and/or non-recurring items typically include LIFO inventory effects, impairment, restructuring and plant closure costs, significant gains or losses on sale of assets, mark-to-market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items.

These non-cash and/or non-recurring items typically include last-in, first-out (LIFO) inventory effects, impairment, restructuring and plant closure costs, significant gains or losses on sale of assets, mark-to-market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items.

This presentation is consistent with how our chief operating decision maker evaluates the results of operations and makes strategic decisions about the business.

2 unchanged sentences

Adjusted EBITDA is reconciled to net income on a consolidated basis, the most directly comparable financial measure determined and reported in accordance with U.S.

generally accepted accounting principles (U.S.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

1 unchanged sentence

Contract Balances – The timing of revenue recognition results in both billed accounts receivable and unbilled receivables, both classified as accounts receivable, net of allowance within the condensed consolidated balance sheet.

Contract assets of $ 5.7 million and $ 7.6 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024, respectively.

Contract assets of $ 3.2 million and $ 7.6 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024, respectively.

Segment Revenues for Significant Product Lines

Three Months Ended

Six Months Ended

(Dollars in millions)

13 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions)

18 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions)

8 unchanged sentences

Mark-to-market commodity hedging gains

Amortization of cloud-based software implementation costs

Loss on pension settlement

Acquisition inventory step-up amortization

Amortization of cloud-based software

implementation costs

Pension settlement and expense

Interest expense

1 unchanged sentence

Income tax provision

Net (loss) income

(1) The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.

(1) The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a first-in, first-out (FIFO) inventory basis.

(2) See Note 2 - Acquisitions and Restructuring.

1 unchanged sentence

Three Months Ended

Six Months Ended

(Dollars in millions)

11 unchanged sentences

Segment Assets

June 30, 2025

December 31, 2024

(Dollars in millions)

13 unchanged sentences

Foreign earnings taxed at different rates

State income taxes, net of federal tax benefit

Nondeductible expenses

Change in tax contingency reserves

State income taxes, net of federal tax benefit

GILTI inclusion, net of foreign tax credits

Change in tax contingency reserves

Estimated annual effective income tax rate

Income taxes as a percentage of pretax income were 19.2 percent and 25.3 percent for the three months ended March 31, 2025 and 2024, respectively.

The effective income tax rate for the three months ended March 31, 2025 was lower than the 2025 estimated annual effective income tax rate due to the loss on pension settlement which was treated as a discrete item in the first quarter tax provision.

The effective income tax rate for the three months ended March 31, 2024 was lower than the 2024 estimated annual effective income tax rate due to discrete items, principally an excess tax deduction for vested stock awards.

Income taxes as a percentage of pretax income were 31.4 percent and 62.7 percent for the three and six months ended June 30, 2025, respectively, and 27.6 percent and 26.8 percent for the three and six months ended June 30, 2024, respectively.

The effective income tax rate for the three months ended June 30, 2025 was slightly lower than the respective estimated annual effective income tax rate due to various discrete items, which were not material in the aggregate or individually.

The effective income tax rate for the six months ended June 30, 2025 was significantly higher than the respective estimated annual effective income tax rate due to the loss on pension settlement, which has been treated as a discrete item.

The effective income tax rates for the three months and six months ended June 30, 2024 were slightly lower than their respective estimated annual effective income tax rates due to various discrete items, which were not material in the aggregate or individually.

During the year, management regularly updates estimates of pre-tax income and income tax expense based on changes in pre-tax income projections by taxable jurisdiction, repatriation of foreign earnings, unrecognized tax benefits and other tax matters.

To the extent that actual results vary from these estimates, the actual annual effective income tax rate at the end of the year could be materially different from the estimated annual effective income tax rate for the three months ended March 31, 2025.

On July 4, 2025, H.R.

budget reconciliation bill, was signed into law.

We do not expect that the business tax provisions will have a material effect to our estimated annual effective income tax rate.

We believe the primary impact of the budget reconciliation bill to us will be an increase of our current year interest expense deduction under Section 163(j).

Effective January 1, 2024, certain jurisdictions in which we operate have enacted legislation that is consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (commonly referred to as "Pillar Two").

9 unchanged sentences

income tax examinations by tax authorities for years prior to 2020.

As of March 31, 2025 and December 31, 2024 , unrecognized tax benefits of $ 1.1 million and $ 1.0 million, respectively, would affect the effective tax rate if recognized.

As of June 30, 2025 and December 31, 2024 , unrecognized tax benefits of $ 1.1 million and $ 1.0 million, respectively, would affect the effective tax rate if recognized.

We do not anticipate material changes to the amount of unrecognized tax benefits within the next twelve months.

June 30, 2025

December 31, 2024

(Dollars in millions)

12 unchanged sentences

Under the terms of this buy-in insurance policy, the insurer is liable to pay the benefits of the plan, but the plan still retains full legal responsibility to pay the benefits to members using the insurance payments.

The buy-in policy will be treated as a plan asset going forward until such time as the buy-in policy is converted to a buy-out policy, which is when individual insurance policies will be assigned to each member of the plan and the plan will no longer have legal responsibility to pay the benefits to the members.

plan and the plan will no longer have legal responsibility to pay the benefits to the members.

The data cleansing effort has been substantially completed and we expect to recognize a pre-tax pension settlement loss of approximately $ 20 million upon the pension obligation becoming irrevocably settled, the timing of which is uncertain.

3 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions)

12 unchanged sentences

The Credit Facility provides for an $ 800.0 million revolving credit facility, a $ 50.0 million swingline facility and provides for the ability to incur one or more uncommitted incremental revolving or term loan facilities in an aggregate amount of at least $ 730.0 million, subject to applicable financial covenants.

The interest rate on the Credit Facility is variable and may be based on the Secured Overnight Financing Rate (SOFR), which is the applicable benchmark for current borrowings, or an alternative benchmark depending on the borrowing type.

The interest rate on the Credit Facility is variable and may be based on the SOFR, which is the applicable benchmark for current borrowings, or an alternative benchmark depending on the borrowing type.

In June 2025, we amended the Credit Facility to, among other things, (a) extend the maturity date of the Credit Facility to January 9, 2030 at the earliest;

(b) modify the total net leverage ratio financial covenant by making the test 4.75 :1 throughout the life of the Credit Facility;

and (c) modify the interest rate margins applicable to the Credit Facility by removing the 10 basis point credit spread adjustment and increasing the total net leverage ratio test used to determine the applicable interest rate margin.

Borrowings under the Credit Facility are secured by a first priority lien on substantially all of the assets (excluding real property and other customary assets) of Koppers Inc., Koppers Holdings Inc.

5 unchanged sentences

and its restricted subsidiaries to meet certain financial ratios.

As of March 31, 2025, we had approximately $ 286.7 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of March 31, 2025, $ 7.2 million of commitments were utilized by outstanding letters of credit.

As of June 30, 2025, we had approximately $ 297.3 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of June 30, 2025, $ 7.2 million of commitments were utilized by outstanding letters of credit.

Term Loan B – In April 2023, we issued a class of senior secured term loans under the Credit Facility (the Term Loan B) which was upsized in April 2024, resulting in $ 488.0 million of aggregate net proceeds, before debt financing costs.

1 unchanged sentence

The interest rate margins applicable to adjusted Term SOFR Rate or adjusted Daily Simple SOFR loans are 2.50 percent with a floor of 0.50 percent.

The principal balance of the Term Loan B is repayable in quarterly installments on the last business day of each quarterly period in an amount equal to 0.25 percent of the principal amount, with the balance due at maturity on April 10, 2030 .

The principal balance of the Term Loan B is repayable in quarterly

installments on the last business day of each quarterly period in an amount equal to 0.25 percent of the principal amount, with the balance due at maturity on April 10, 2030 .

Interest Rate Swaps – See Note 4 – Derivative Financial Instruments for discussion of the interest rate swap agreements, which effectively convert the variable rate to a fixed rate for a portion of our variable rate debt.

36 unchanged sentences

in the United States is listed on the National Priorities List promulgated under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA).

Currently, at the properties acquired from Beazer East, which includes the National Priorities List site and all but one of which are permitted under the Resource Conservation and Recovery Act (RCRA), a significant portion of all investigative, cleanup and closure activities are being conducted and paid for by Beazer East pursuant to the terms of the Indemnity.

Currently, at

the properties acquired from Beazer East, which includes the National Priorities List site and all but one of which are permitted under the Resource Conservation and Recovery Act (RCRA), a significant portion of all investigative, cleanup and closure activities are being conducted and paid for by Beazer East pursuant to the terms of the Indemnity.

In addition, other of Koppers Inc.’s sites are or have been operated under RCRA and various other environmental permits, and remedial and closure activities are being conducted at some of these sites.

19 unchanged sentences

The SNL was formally issued to approximately 60 parties and initiates negotiations between PRPs and the EPA for implementation of the ROD.

In May 2025, Koppers Inc.

submitted a response to the SNL to the EPA.

Additionally, Koppers Inc.

13 unchanged sentences

is a de minimis party at this site.

We have accrued the estimated costs of participating in the PRP groups at the Portland Harbor and Newark Bay CERCLA sites and estimated de minimis contributor settlement amounts at the sites totaling $ 3.7 million as of March 31, 2025.

The actual cost could be materially higher as there has not been a determination of how those costs will be allocated among the PRPs at the sites.

1 unchanged sentence

There are two plant sites related to the PC business and one plant site related to the Utility and Industrial Products business in our RUPS segment in the United States where we have recorded environmental remediation liabilities for soil and groundwater contamination which occurred prior to our acquisition of the businesses.

As of March 31, 2025, our estimated environmental remediation liability for these acquired sites totals $ 3.6 million.

As of June 30, 2025, our estimated environmental remediation liability for these acquired sites totals $ 3.6 million.

In June 2024, Koppers Inc.

7 unchanged sentences

There is one plant site related to the PC business located in Australia where we have recorded an environmental remediation liability for soil and groundwater contamination which occurred prior to the acquisition of the business.

As of March 31, 2025 , our estimated environmental remediation liability for the acquired site totals $ 1.2 million.

As of June 30, 2025 , our estimated environmental remediation liability for the acquired site totals $ 1.2 million.

Environmental Reserves Rollforward.

The following table reflects changes in the accrual for environmental remediation.

As of March 31, 2025 and December 31, 2024, $ 2.1 million and $ 2.3 million, respectively, were classified as current liabilities .

As of June 30, 2025 and December 31, 2024, $ 2.1 million and $ 2.3 million, respectively, were classified as current liabilities .

June 30, 2025

December 31, 2024

(Dollars in millions)

3 unchanged sentences

Balance at end of period

Subsequent Events

On July 24, 2025, we entered into an agreement to sell our railroad services business, Koppers Railroad Structures Inc.

We expect to close this transaction in the third quarter of 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements