3 unchanged sentences
All statements contained herein that are not clearly historical in nature are forward-looking, and words such as “outlook,” "guidance,” “forecast,” “believe,” “anticipate,” “expect,” “estimate,” “may,” “will,” “should,” “continue,” “plan,” “potential,” “intend,” “likely,” or other similar words or phrases are generally intended to identify forward-looking statements.
−Removed: Any forward-looking statement contained herein, in press releases, written statements or documents filed with the Securities and Exchange Commission, or in Koppers communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, regarding future dividends, expectations with respect to sales, earnings, cash flows, operating efficiencies, restructurings, cost reduction efforts, transformation initiatives, product introductions or expansions, the benefits of acquisitions and divestitures, or other matters as well as financings and debt reduction, are subject to known and unknown risks, uncertainties and contingencies.
+Added: Any forward-looking statement contained herein, in press releases, written statements or documents filed with the Securities and Exchange Commission, regarding future dividends, expectations with respect to sales, earnings, cash flows, operating efficiencies, restructurings, cost reduction efforts, transformation initiatives, product introductions or expansions, the benefits of acquisitions and divestitures, or other matters as well as financings and debt reduction, are subject to known and unknown risks, uncertainties and contingencies.
Many of these risks, uncertainties and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.
4 unchanged sentences
economic, political and environmental conditions in international markets, including governmental changes, tariffs, restrictions on trade and restrictions on the ability to transfer capital across countries;
+Added: geopolitical events (including the current war in the Middle East);
current and potential future tariffs or duties;
28 unchanged sentences
We also operate a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.
−Removed: We sold our railroad bridge services business during the third quarter of 2025.
−Removed: See Note 2 - Acquisitions and Restructuring.
Through our PC business, we believe that we are the global leader in developing, manufacturing and marketing wood preservation chemicals and wood treatment technologies for use in the pressure treating of lumber for residential, industrial and agricultural applications.
Our CMC business processes coal tar into a variety of products, including creosote, carbon pitch, carbon black feedstock and naphthalene, which are intermediate materials necessary in the pressure treatment of wood, and the production of aluminum, steel, carbon black and high-strength concrete.
−Removed: Our CMC segment ceased production of phthalic anhydride in the second quarter of 2025.
−Removed: See Note 2 – Acquisitions and Restructuring.
Non-GAAP Financial Measures
4 unchanged sentences
Adjusted EBITDA is the measure of profitability we use to evaluate our businesses.
−Removed: In addition, adjusted EBITDA is the primary measure used to determine the level of achievement of management's short-term incentive goals and related payout, as well as one of the measures used to determine performance and related payouts for certain performance share units granted to management.
+Added: In addition, adjusted EBITDA is the primary measure used to determine the level of achievement of management's short-term incentive goals and related payout, as well as one of the measures used to determine performance and related payouts for certain performance share units granted to management prior to 2026.
Adjusted EBITDA is a non-GAAP financial measure defined as income before interest expense, income taxes, depreciation, amortization and other adjustments.
These other adjustments are items that we believe are not representative of underlying business performance.
−Removed: Adjusted items typically include LIFO inventory effects, impairment, restructuring and plant closure costs, significant gains and losses on asset disposals, mark-to-market commodity hedging, acquisition-related charges, amortization of cloud-based software implementation costs and other unusual items.
+Added: Adjusted items typically include LIFO inventory effects, impairment, restructuring and plant closure costs, significant gains and losses on asset disposals or business combinations, mark-to-market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items.
The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
3 unchanged sentences
Because of these limitations, this non-GAAP financial measure should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
−Removed: After considering the current intensely competitive environment, global economic conditions, as well as ongoing uncertainty associated with geopolitical and supply chain challenges, we anticipate taking measures to streamline our organization to support an increasingly cost-conscious customer base.
−Removed: These actions, some of which are one-time savings and some of which are expected to be permanent savings, are intended to ensure that we continue our growth in profitability and support a higher margin profile by leveraging a smaller global team highly focused on serving customer preferences.
−Removed: Through the planning phase that has occurred throughout 2025, we believe we have identified actionable transformation initiatives to position Koppers for future success, creating a roadmap to reshape our company into a higher earning, higher margin, higher free cash flow and higher return on capital business over the next three years.
−Removed: These initiatives impact all facets of the organization and are focused on growing the more profitable businesses while continuing to selectively scale back our lower margin, capital intensive business.
−Removed: We believe this will grow earnings per share, lower our maintenance and capital requirements and consistently generate higher margins.
Forward-looking statements, including the significant market indicators described below, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those set forth below.
Please see the “forward-looking statements” disclaimer in the above section for more information.
−Removed: Trade Tariff Uncertainties
−Removed: Our 2025 outlook reflects plans to substantially offset costs related to import and export tariffs, where possible, but there is continued uncertainty regarding the implementation dates and scope of potential additional tariffs, as well as potential retaliatory trade policy.
−Removed: As a result of these items, our outlook may vary.
−Removed: See also Item 1A.
−Removed: Risk Factors in this 10-Q as well as in our Form 10-K for the year ended December 31, 2024.
+Added: After considering the current intensely competitive environment, global economic conditions, as well as ongoing uncertainty associated with geopolitical and supply chain challenges, we commenced taking measures to streamline our organization to support an increasingly cost-conscious customer base.
+Added: These actions, some of which are one-time savings and some of which are expected to be permanent savings, are intended to ensure that we grow our profitability and support a higher margin profile by leveraging a smaller global team highly focused on serving customer preferences.
+Added: Through the planning phase that occurred throughout 2025, we believe we have identified actionable transformation initiatives to position Koppers for future success, creating a roadmap to reshape our company into a higher earning, higher margin, higher free cash flow and higher return on capital business over the next three years.
+Added: These initiatives impact all facets of the organization and are focused on growing the more profitable businesses while continuing to selectively scale back our lower margin, capital intensive business.
+Added: We believe this will grow earnings per share, lower our maintenance and capital requirements and consistently generate higher margins.
Significant areas of focus include:
−Removed: • For our RUPS segment, our focus is to (i) recoup cost increases, including the value of our creosote preservative in the market, (ii) maximize opportunities for increased volumes, including expanding our customer base into the Texas, western and midwestern utility pole markets and (iii) lower operating and selling, general and administrative expenses.
−Removed: • For our PC segment, our focus is to (i) acquire new customers in our residential preservatives markets to offset certain customer market share losses, (ii) expand market share in our industrial preservatives markets and (iii) improve our cost structure.
−Removed: • For our CMC segment, our focus is to (i) execute on domestic plant restructuring projects, (ii) optimize and develop markets for enhanced carbon products and (iii) implement global tar and pitch strategies.
+Added: • For our RUPS segment, our focus is to continue to (i) recoup cost increases, including the value of our creosote preservative in the market, (ii) maximize opportunities for increased volumes, including expanding our customer base in the midwestern and western utility pole markets and (iii) optimizing our network to better align capacity with demand and reduce operating costs.
+Added: • For our PC segment, our focus is to continue to (i) acquire new customers and grow organic market share in our residential preservatives markets, (ii) expand market share in our industrial preservatives markets and (iii) align and improve our cost structure.
+Added: • For our CMC segment, our focus is to continue to (i) execute on domestic plant restructuring projects including the closure of our Stickney, Illinois coal tar distillation plant by the end of 2026 (see Note 13), (ii) optimize and develop markets for enhanced carbon products and (iii) develop and implement global tar and pitch strategies to mitigate expected raw material cost increases.
Significant market indicators for our businesses include:
−Removed: • The Railway Tie Association’s estimate of total crosstie purchases in 2025 is approximately 19.9 million ties, with approximately 13.4 million for Class I railroads.
−Removed: This is lower than the 2024 crosstie purchases of approximately 21.3 million crossties with the decrease expected to be from the commercial market.
+Added: • The Railway Tie Association’s estimate of total crosstie purchases in 2026 is approximately 19.9 million ties, with approximately 13.4 million for Class I railroads, which is comparable to the 2025 estimate of crosstie purchases.
Over the past few years, North American demand for crossties has been in the range of 18 million to 22 million crossties annually.
2 unchanged sentences
• Market demand for utility poles is expected to grow over the next few years.
−Removed: Key drivers include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures and extreme weather protection as well as some growth driven by productivity gains from artificial intelligence (AI) which will increase electricity demand.
−Removed: We continue to focus on expanding our presence in the western and midwestern United States and Canada along with improving our efficiency and capturing new customers to increase our market share.
+Added: The main driver for growth is the construction of data centers that support artificial intelligence development.
+Added: The data centers that are being constructed nationwide consume large amounts of electricity.
+Added: Other drivers of pole demand include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures, and extreme weather protection.
+Added: Our Utility Products business continues to focus on expanding its presence in the midwestern and western United States.
• Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America.
−Removed: The Leading Indicator of Remodeling Activity (LIRA) reported by the Joint Center for Housing Studies of Harvard University projects that year-over-year spending for annual homeowner renovation and maintenance expenditures is expected to grow by 2.4 percent in early 2026 before easing to 1.9 percent in the third quarter of 2026.
−Removed: While the LIRA projects a slight increase in the fourth quarter of 2025, our PC business expects lower volumes as a result of customer market share shifts with the remaining customer volumes expected to be slightly down.
+Added: The Leading Indicator of Remodeling Activity (LIRA) reported by the Joint Center for Housing Studies of Harvard University projects that year-over-year spending for annual homeowner renovation and maintenance expenditures is expected to grow by 2.1 percent in the middle of 2026 before easing to 1.6 percent by the end of 2026.
+Added: Our PC business expects higher volumes through market share growth and acquiring new customers supported by the LIRA projections.
• For the external markets served by our CMC business, we have experienced a slowdown in manufacturing overall as well as in the steel, aluminum and carbon black industries.
11 unchanged sentences
Any or all of these or other factors, including those set forth in our Annual Report on Form 10-K, could impact our actual results for 2026.
+Added: Trade Tariff Uncertainties
+Added: Our outlook reflects plans to substantially offset costs related to import and export tariffs, where possible, but there is continued uncertainty regarding the implementation dates and scope of potential additional tariffs, as well as potential retaliatory trade policy.
+Added: As a result of these items, our outlook may vary.
+Added: See also Item 1A.
+Added: Risk Factors in our Form 10-K for the year ended December 31, 2025.
Seasonality and Effects of Weather on Operations
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Historically, our operating results have been significantly lower in the first and fourth calendar quarters as compared to the second and third calendar quarters.
−Removed: Results of Operations – Comparison of Three Months Ended September 30, 2025 and 2024
−Removed: Consolidated Results
−Removed: Three Months Ended September 30,
−Removed: 2025 2024 Change % Change
−Removed: (Dollars in millions)
−Removed: Railroad and Utility Products and Services $ 232.7 $ 248.1 $ (15.4) (6.2) %
−Removed: Performance Chemicals 144.3 176.7 (32.4) (18.3) %
−Removed: Carbon Materials and Chemicals 108.3 129.5 (21.2) (16.4) %
−Removed: Total $ 485.3 $ 554.3 $ (69.0) (12.4) %
−Removed: RUPS net sales decreased due to $15.8 million of lower volumes in our Class I crosstie business and lower activity in our maintenance-of-way businesses, including the sale of our railroad bridge services business during the third quarter of 2025.
−Removed: These decreases were partly offset by higher volumes in our commercial crosstie business, a 6.5 percent volume increase in our domestic utility pole business and $1.9 million of price increases, primarily in crossties.
−Removed: The decrease in PC net sales was the result of a 19 percent volume decrease primarily driven by a shift in United States market share, as well as a slight decrease in remaining customer volumes.
−Removed: CMC net sales decreased mainly due to volume decreases of phthalic anhydride of $19.6 million as we ceased production of the product in the second quarter of 2025, lower volumes and lower prices for carbon black feedstock and lower sales prices for carbon pitch where prices were down approximately three percent globally.
−Removed: The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia.
−Removed: These decreases were partly offset by volume increases for carbon pitch and creosote.
−Removed: Cost of sales as a percentage of net sales was 76 percent, compared to 78 percent in the prior year period as lower operating expenses were partly offset by lower sales volumes.
−Removed: Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.
−Removed: Selling, general and administrative expenses were $6.4 million lower when compared to the prior year period due mainly to a decrease in compensation-related costs, in particular lower stock-based long term incentive plan expenses of $2.9 million.
−Removed: See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.
−Removed: Impairment and restructuring charges in the current year period represent consulting services related to our comprehensive assessment of our businesses and costs associated with discontinuing phthalic anhydride production at our facility in Stickney, Illinois.
−Removed: See Note 2 - Acquisitions and Restructuring.
−Removed: Loss on sale of assets for the three months ended September 30, 2024 was related to the liquidation of our former coal tar distillation facility located in China.
−Removed: See Note 2 - Acquisitions and Restructuring.
−Removed: Interest expense was $3.5 million lower when compared to the prior year period due to lower interest rates as well as lower borrowings.
−Removed: Income tax provision increased by $1.4 million when compared to the prior year period due primarily to higher income before income taxes.
−Removed: See Note 8 - Income Taxes.
−Removed: Segment Results
−Removed: Three Months Ended September 30,
−Removed: 2025 2024 Change % Change
−Removed: (Dollars in millions)
−Removed: Adjusted EBITDA:
−Removed: Railroad and Utility Products and Services $ 29.2 $ 24.7 $ 4.5 18.2 %
−Removed: Performance Chemicals 26.1 40.0 (13.9) (34.8) %
−Removed: Carbon Materials and Chemicals 15.6 12.7 2.9 22.8 %
−Removed: Total $ 70.9 $ 77.4 $ (6.5) (8.4) %
−Removed: Adjusted EBITDA margin as a percentage of GAAP sales:
−Removed: Railroad and Utility Products and Services 12.5 % 10.0 % 2.5 % 25.0 %
−Removed: Performance Chemicals 18.1 % 22.6 % (4.5) % (19.9) %
−Removed: Carbon Materials and Chemicals 14.4 % 9.8 % 4.6 % 46.9 %
−Removed: RUPS adjusted EBITDA increased due to $7.7 million of lower selling, general and administrative and operating expenses in addition to net sales price increases, partly offset by lower sales volumes.
−Removed: PC adjusted EBITDA decreased due primarily to lower sales volumes and higher raw material and operating costs of $7.3 million, partly offset by lower logistics costs and selling, general and administrative expenses of $1.6 million and higher royalty income.
−Removed: CMC adjusted EBITDA increased due to operating cost savings from discontinuing phthalic anhydride production and lower raw material costs of $2.9 million, partly offset by lower sales prices.
−Removed: Results of Operations – Comparison of Nine Months Ended September 30, 2025 and 2024
+Added: Results of Operations – Comparison of Three Months Ended March 31, 2026 and 2025
Consolidated Results
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
2026 2025 Change % Change
4 unchanged sentences
Total $ 455.3 $ 456.5 $ (1.2) (0.3) %
−Removed: RUPS net sales decreased due to $22.7 million of lower volumes in our Class I crosstie business and lower activity in our maintenance-of-way businesses.
−Removed: These decreases were largely offset by higher volumes in our commercial crosstie business, increased volumes in our domestic utility pole business and $6.9 million of price increases across multiple markets, particularly for crossties.
−Removed: Foreign currency changes compared to the prior year period had an unfavorable impact on sales in the current year period of $2.1 million, mainly from our Australian utility pole business.
−Removed: PC net sales decreased due primarily to a 17 percent volume decrease driven by a shift in United States market share and a slight decrease in remaining customer volumes as well as sales to Brown Wood which were included in external sales during the first quarter of 2024.
−Removed: Foreign currency changes compared to the prior year period from our international markets had an unfavorable impact on sales in the current year period of $2.0 million.
−Removed: CMC net sales decreased mainly due to lower phthalic anhydride volumes of $50.3 million as we ceased production of the product in the second quarter of 2025, lower volumes and prices for carbon black feedstock and lower sales prices for carbon pitch, which were down approximately six percent globally.
−Removed: The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia.
−Removed: These decreases were partly offset by volume increases for carbon pitch, creosote and refined tar.
−Removed: Cost of sales as a percentage of net sales was 77 percent, compared to 79 percent in the prior year period as lower operating expenses and freight costs were partly offset by lower sales volumes.
−Removed: Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.
−Removed: Depreciation and amortization expenses were $1.4 million higher when compared to the prior year period primarily as a result of our acquisition of Brown Wood.
−Removed: Selling, general and administrative expenses were $17.2 million lower when compared to the prior year period due mainly to a decrease in compensation-related costs and other administrative expenses, in particular lower stock-based long term incentive plan expenses of $5.4 million.
−Removed: See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.
−Removed: Impairment and restructuring charges in the current year period represent costs associated with discontinuing phthalic anhydride production at our facility in Stickney, Illinois, consulting services related to our comprehensive assessment of our businesses and our workforce reduction program across selected U.S.
+Added: RUPS net sales decreased due to customer mix in our Class I crosstie business, lower activity in our maintenance-of-way businesses, including approximately $9.6 million related to the sale of our railroad services business during the third quarter of 2025, and price decreases across multiple markets, particularly for crossties.
+Added: These decreases were partly offset by increased volumes in our domestic utility pole business, including our acquisition of a western U.S.
+Added: pole procurement business, and higher volumes in our commercial crosstie business.
+Added: Foreign currency changes had a favorable impact on sales in the current year period of $1.4 million compared to the prior year period, mainly from our Australian utility pole business.
+Added: PC net sales increased due to a 15 percent volume increase along with higher sales prices, in each case, primarily in the Americas.
+Added: Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $2.7 million compared to the prior year period.
+Added: CMC net sales decreased mainly due to lower phthalic anhydride volumes of $13.9 million as we ceased production of the product in the second quarter of 2025 and lower sales prices across most products, especially carbon pitch where prices were down approximately nine percent globally driven by market dynamics.
+Added: These decreases were partly offset by volume increases for carbon pitch, naphthalene and carbon black feedstock.
+Added: Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $7.6 million compared to the prior year period.
+Added: Cost of sales as a percentage of net sales was 81 percent, compared to 77 percent in the prior year period as higher raw material and operating expenses combined with lower sales prices.
+Added: Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment Results" herein.
+Added: Depreciation and amortization expenses were $1.4 million higher when compared to the prior year period primarily as a result of depreciation on recent capital expenditures as well as higher asset retirement obligations in our European CMC operations.
+Added: Impairment and restructuring charges in the current year period represent costs associated with the decision to idle two plants in our RUPS business, consulting services related to our comprehensive assessment of our businesses and discontinuing phthalic anhydride production at our facility in Stickney, Illinois.
+Added: In the prior year period, it also includes our workforce reduction program across selected U.S.
locations to streamline operations and reduce costs.
−Removed: See Note 2 - Acquisitions and Restructuring.
−Removed: Loss on sale of assets for the nine months ended September 30, 2024 was related to the liquidation of our former coal tar distillation facility located in China.
−Removed: See Note 2 - Acquisitions and Restructuring.
−Removed: Other income increased in the current year period primarily as a result of increased royalty income in our PC business and lower pension costs.
−Removed: Interest expense was $7.3 million lower when compared to the prior year period due to lower interest rates.
−Removed: Loss on pension settlement in the current year period represents the settlement loss recorded as a result of the termination of our United States qualified pension plan as discussed in Note 10 - Pensions and Post-Retirement Benefit Plans.
−Removed: Income tax expense decreased by $9.0 million when compared to the prior year period due primarily to lower income before income taxes.
+Added: See Note 2 - Restructuring.
+Added: (Gain) on sale of assets for the three months ended March 31, 2026 was primarily related to the liquidation of KCCC.
+Added: Interest expense was $1.6 million lower when compared to the prior year period due to lower interest rates and lower borrowings.
+Added: Loss on pension settlement in the prior year period represents the settlement loss recorded as a result of the termination of our United States qualified pension plan as discussed in Note 10 - Pensions and Post-Retirement Benefit Plans.
+Added: Income tax expense increased by $4.1 million when compared to the prior year period due primarily to higher income before income taxes.
See Note 8 – Income Taxes.
Segment Results
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
2026 2025 Change % Change
9 unchanged sentences
Carbon Materials and Chemicals 1.0 % 9.8 % (8.8) % (89.8) %
−Removed: RUPS adjusted EBITDA increased due to $15.7 million of lower selling, general and administrative, operating and raw material expenses in addition to net sales price increases.
−Removed: PC adjusted EBITDA decreased due primarily to lower sales volumes and higher raw material costs of $23.0 million, partly offset by lower logistics expenses, particularly in North America, and selling, general and administrative expenses of $7.1 million and higher royalty income.
+Added: RUPS adjusted EBITDA decreased due primarily to lower net sales prices, lower sales volumes and lower activity in our maintenance-of-way businesses, including approximately $0.6 million related to the sale of our railroad services business during the third quarter of 2025.
+Added: PC adjusted EBITDA increased due primarily to higher sales volumes and prices, partly offset by $2.4 million of higher raw material and operating costs.
Higher raw material costs were unfavorably impacted by scrap copper costs, net of the benefit realized from our copper-hedging program.
−Removed: CMC adjusted EBITDA increased due to $26.2 million of lower raw material, selling, general and administrative and operating expenses, particularly in North America, including the operating cost savings from discontinuing phthalic anhydride production and improved plant performance as a result of an outage in North America in the prior year period, along with a favorable sales mix, partly offset by lower sales prices.
+Added: CMC adjusted EBITDA decreased due to lower sales prices as well as higher operating and raw material costs.
+Added: These decreases were partly offset by the operating cost savings from discontinuing phthalic anhydride production at our facility in Stickney, Illinois.
Adjusted EBITDA Reconciliation.
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2025 2024 2025 2024
(Dollars in millions)
−Removed: Net income $ 23.8 $ 19.0 $ 26.3 $ 58.8
+Added: Net income (loss) $ 7.1 $ (13.9)
Interest expense 15.0 16.6
Depreciation and amortization 19.4 18.0
−Removed: Income tax provision 12.0 10.6 16.2 25.2
+Added: Income tax provision (benefit) 0.8 (3.3)
Sub-total 42.3 17.4
Adjustments to arrive at adjusted EBITDA:
−Removed: LIFO (benefit) expense (1)
−Removed: (4.8) (1.2) (7.3) 2.9
−Removed: Impairment, restructuring and plant closure costs (2)
−Removed: 10.2 0.4 47.8 0.4
−Removed: (Gain) loss on sale of assets (0.1) 9.7 (0.4) 9.7
−Removed: Mark-to-market commodity hedging gains (4.9) 0.0 (14.7) (3.0)
Acquisition inventory step-up amortization 0.3 0.0
Amortization of cloud-based software implementation costs 0.5 0.3
+Added: (Gain) on sale of assets (4.3) (0.3)
+Added: Impairment, restructuring and plant closure costs (1)
+Added: LIFO benefit (2)
+Added: Mark-to-market commodity hedging losses (gains) 3.9 (9.1)
Pension settlement and expense 0.0 29.0
1 unchanged sentence
Adjusted EBITDA $ 49.3 $ 55.5
+Added: (1) See Note 2 - Restructuring.
(2) The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
−Removed: (2) See Note 2 - Acquisitions and Restructuring.
−Removed: Net cash provided by operating activities for the nine months ended September 30, 2025 was $77.4 million compared to $44.7 million in the prior year.
+Added: Net cash provided by operating activities for the three months ended March 31, 2026 was $46.3 million compared to net cash used in operating activities of $22.7 million in the prior year.
For both periods, the primary source of cash was net income, excluding non-cash items, principally depreciation and in 2025, the pension settlement loss.
−Removed: Working capital usage was lower in the current year primarily as a result of the timing of receipts and payments, partly offset by pension funding of approximately $14 million in connection with the settlement.
−Removed: Net cash used in investing activities for the nine months ended September 30, 2025 was $38.5 million compared to $154.4 million in the prior year.
−Removed: The decrease was due to cash paid for the Brown Wood acquisition in the prior year as well as lower capital expenditures in the current year due to the completion of certain growth projects, such as the yield enhancement project at our CMC facility in Nyborg, Denmark which was completed in the first quarter of 2024.
−Removed: Net cash used in financing activities for the nine months ended September 30, 2025 was $47.3 million compared to net cash provided by financing activities of $88.4 million in the prior year.
−Removed: The primary uses of financing cash flows for the nine months ended September 30, 2025 were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, net debt repayments of $7.8 million, dividends and debt issuance costs.
−Removed: In the prior year, the primary source of financing cash flows was net borrowings of $138.9 million due primarily to borrowings to fund the Brown Wood acquisition.
−Removed: The primary uses of financing cash flows in the prior year were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans and dividends.
+Added: Working capital usage improved in the current year primarily as a result of the timing of receipts and payments as well as a reduction in inventory.
+Added: Additionally, in 2025, working capital was negatively impacted by pension funding of approximately $14 million in connection with the settlement.
+Added: Net cash used in investing activities for the three months ended March 31, 2026 was $10.5 million compared to $17.6 million in the prior year.
+Added: The decrease was due primarily to cash paid in 2025 for a land transfer associated with our agreement to liquidate KCCC.
+Added: Net cash used in financing activities for the three months ended March 31, 2026 was $31.0 million compared to net cash provided by financing activities of $28.7 million in the prior year.
+Added: In the current year, the primary uses of financing cash flows were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends.
+Added: In the prior year, the primary source of financing cash flows was net borrowings of $49.1 million and the primary uses of financing cash flows in the prior year were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends.
Liquidity and Capital Resources
−Removed: As of September 30, 2025, liquidity from our Credit Facility and cash on hand was approximately $379 million.
+Added: As of March 31, 2026, liquidity from our Credit Facility and cash on hand was approximately $386 million.
Our Credit Facility is described in Note 11 – Debt.
−Removed: Our need for cash in the next twelve months relates primarily to contractual obligations which include debt service, purchase commitments and operating leases, as well as working capital, capital spending, dividends and share repurchases.
+Added: Our need for cash in the next twelve months relates primarily to contractual obligations which include debt service, purchase commitments and operating leases, as well as working capital, capital spending, dividends, share repurchases and plant consolidations and closure.
We may also use cash to pursue other potential strategic acquisitions.
−Removed: Capital expenditures in 2025, excluding acquisitions, if any, are expected to total approximately $52 to $55 million and are expected to be funded by cash from operations.
+Added: Capital expenditures in 2026, excluding acquisitions, if any, are expected to total approximately $55 million and are expected to be funded by cash from operations.
We anticipate that our liquidity will continue to be adequate to fund our cash requirements for at least the next twelve months.
1 unchanged sentence
The amount of our outstanding debt and our overall cash flows will fluctuate throughout any operating period based upon, among other things, the timing of receipts from customers and payments to vendors.
−Removed: As of September 30, 2025 and December 31, 2024, approximately 85 percent of accounts payable was current and 15 percent was 1-30 days past due.
+Added: As of March 31, 2026, approximately 85 percent of accounts payable was current and 15 percent was 1-30 days past due.
+Added: As of December 31, 2025, approximately 95 percent of accounts payable was current and 5 percent was 1-30 days past due.
Restrictions on Dividends to Koppers Holdings Inc.
11 unchanged sentences
• The total net leverage ratio is calculated as of the last day of each fiscal quarter in accordance with the Credit Facility definitions of consolidated total net debt divided by consolidated EBITDA and is not permitted to exceed 4.75.
−Removed: The total net leverage ratio as of September 30, 2025 was 3.3.
+Added: The total net leverage ratio as of March 31, 2026 was 3.4.
• The cash interest coverage ratio, calculated as of the last day of each fiscal quarter, is not permitted to be less than 2.0.
−Removed: The cash interest coverage ratio as of September 30, 2025 was 4.2.
+Added: The cash interest coverage ratio as of March 31, 2026 was 4.4.
We are currently in compliance with all covenants governing the Credit Facility.
14 unchanged sentences
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.