Item 1B. Unresolved Staff Comments
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. P ROPERTIES
The following chart sets forth information regarding our production facilities. Generally, our production and port facilities are suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business in the upcoming year.
Primary Product Line
Location
Description of
Property Interest
Railroad and Utility Products and Services
Railroad crossties
Ashcroft, British Columbia, Canada
Owned
Utility poles
Bunbury, Western Australia, Australia
Owned/Leased
Railroad crosstie materials recovery
Domino, Texas
Leased
Utility poles
Eutawville, South Carolina
Owned
Railroad crossties
Florence, South Carolina
Owned
Railroad crossties
Galesburg, Illinois
Leased
Utility poles
Grafton, New South Wales, Australia
Owned
Railroad crossties
Guthrie, Kentucky
Owned
Rail joint bars
Huntington, West Virginia
Leased
Railroad crosstie materials recovery
L’Anse, Michigan
Leased
Utility poles
Leland, North Carolina
Owned
Utility poles
Longford, Tasmania, Australia
Owned
Railroad structures
Madison, Wisconsin
Owned
Railroad crossties
Muncy, Pennsylvania
Owned
Utility poles
Newsoms, Virginia
Owned
Utility poles
North, South Carolina
Owned
Railroad crossties
North Little Rock, Arkansas
Owned
Railroad crossties
Roanoke, Virginia
Owned
Railroad crossties and utility poles
Somerville, Texas
Owned
Utility poles
Takura, Queensland, Australia
Leased
Utility poles
Vance, Alabama
Leased
Utility poles
Vidalia, Georgia
Owned
Performance Chemicals
Wood preservation chemicals
Auckland, New Zealand
Owned
Wood preservation chemicals
Darlington, United Kingdom
Owned
Wood preservation chemicals
Geelong, Victoria, Australia
Owned
Intermediate copper products
Hubbell, Michigan
Leased
Wood preservation chemicals
Millington, Tennessee
Owned
Wood preservation chemicals
Mt. Gambier, South Australia, Australia
Owned
Wood preservation chemicals
Rock Hill, South Carolina
Owned
Carbon Materials and Chemicals
Carbon products
Mayfield, New South Wales, Australia
Owned
Carbon products
Nyborg, Denmark
Owned/Leased
Carbon products, phthalic anhydride
Stickney, Illinois
Owned
Our corporate offices are located in leased office space in Pittsburgh, Pennsylvania. The lease term expires on December 31, 2028. We also own office space in Griffin, Georgia.
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Koppers Holdings Inc. 2021 Annual Report
ITEM 3. L EGAL PROCEEDINGS
We are involved in litigation and other proceedings relating to environmental laws and regulations, toxic tort, product liability and other matters. An adverse outcome for certain of these cases could result in a material adverse effect on our business, cash flows and results of operations. The information related to legal matters set forth in Note 19 to the Consolidated Financial Statements of Koppers Holdings Inc. is hereby incorporated by reference.
Koppers Holdings, Inc. (the “Company”) is cooperating with an investigation by the staff of the Division of Enforcement (the “Division”) of the U.S. Securities and Exchange Commission (“Commission”) into the Company’s public non-GAAP financial metrics disclosures regarding the Company’s debt reduction target and net leverage ratio for Fiscal Year 2019 and the related management of its accounts payable (the “Inquiry”). The Company and several of its current and former officers and employees, including Leroy M. Ball, the Company’s President and Chief Executive Officer and a director of the Company, received subpoenas for information and testimony (the “Subpoenas”), pursuant to a non-public formal order of investigation for the Inquiry dated February 14, 2021.
The Company maintains that the actions of the Company and its officers and employees were appropriate and did not violate the federal securities laws. The Company and its officers and employees are cooperating with the Division in connection with the Inquiry, and the Company’s counsel has engaged in discussions with the Division regarding a potential resolution of this matter. Further, the Company has made productions of information to the Division and made witnesses available for testimony pursuant to the Subpoenas. The Company will continue to comply with the requests of the Division in connection with the Inquiry. As of the date of this Annual Report on Form 10-K, neither the Company nor, to the Company’s knowledge, any of its current and former officers and employees have received from the Division or otherwise a “Wells Notice” setting forth any preliminary determination by the Division to recommend any enforcement action to the Commission.
The Company cannot predict the ultimate outcome of the Inquiry and any related legal and administrative proceedings which could include a variety of outcomes including the institution of administrative or civil injunctive proceedings involving the Company and/or current or former employees and/or officers, including the Company’s CEO, Mr. Ball, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs, and/or referral to other governmental agencies for other actions. It is not possible to accurately predict at this time when matters relating to the Inquiry will be completed, what if any actions may be taken by the Commission or by other governmental agencies, or the effect that such actions may have on our business, prospects, operating results and financial condition, which could be material.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of our and Koppers Inc.’s executive officers as of February 23, 2022. Our executive officers hold their positions until the annual meeting of the board of directors or until their respective successors are elected and qualified.
Name
Age
Position
Stephanie L. Apostolou
41
General Counsel and Secretary, Koppers Holdings Inc. and Koppers Inc., and Director of Koppers Inc.
Leroy M. Ball
53
President, Chief Executive Officer, and Director of Koppers Holdings Inc. and Koppers Inc.
Joseph P. Dowd
61
Global Vice President, Zero Harm, Koppers Inc.
Leslie S. Hyde
61
Senior Vice President and Chief Sustainability Officer, Koppers Inc.
Bradley A. Pearce
55
Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc.
Jimmi Sue Smith
49
Chief Financial Officer and Treasurer, Koppers Holdings Inc. and Koppers Inc., and Director of Koppers Inc.
James A. Sullivan
58
Executive Vice President and Chief Operating Officer, Koppers Holdings Inc. and Koppers Inc.
Ms. Apostolou has served as General Counsel and Secretary of Koppers Holdings Inc. and Koppers Inc. since March 2020. From January 2019 to February 2020, Ms. Apostolou served as Deputy General Counsel and Assistant Secretary of Koppers Holdings Inc. and Koppers Inc. From January 2018 to December 2018, Ms. Apostolou served as Assistant General Counsel and Assistant Secretary of Koppers Holdings Inc. and Koppers Inc. From December 2014 to December 2017, Ms. Apostolou served as Assistant General Counsel of Koppers Inc. Ms. Apostolou has served as a Director of Koppers Inc. since May 2020.
Mr. Ball has served as President and Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. since January 2015. Mr. Ball has served as a Director of Koppers Holdings Inc. since February 2015 and as a Director of Koppers Inc. since May 2013.
Mr. Dowd has served as Global Vice President, Zero Harm, Koppers Inc. since January 2020. From January 2016 to December 2019, Mr. Dowd served as Global Vice President, Safety, Health, Environmental, and Process Excellence, Koppers Inc.
Ms. Hyde has served as Senior Vice President and Chief Sustainability Officer, Koppers Inc. since January 2020. From November 2017 to December 2019, Ms. Hyde served as Vice President, Corporate Strategy and Risk Management, Koppers Inc. From January 2016 to October 2017, Ms. Hyde served as Vice President, Risk Management and Deputy General Counsel of Koppers Inc.
Mr. Pearce has served as Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc. since May 2019. From April 2008 to April 2019, Mr. Pearce served as Director, Corporate Control and Taxes, Koppers Inc.
Ms. Smith has served as Chief Financial Officer and Treasurer of Koppers Holdings Inc. and Koppers Inc. since January 2022. From February 2020 to December 2021, Ms. Smith served as Vice President, Finance and Treasurer of Koppers Holdings Inc. and Koppers Inc. Ms. Smith has served as a Director of Koppers Inc. since January 2022. Prior to joining Koppers, from November 2018 to August 2019, Ms. Smith served as Senior Vice President and Chief Financial Officer of EQT Corporation (“EQT”), a publicly traded natural gas production company. Ms. Smith served as Chief Accounting Officer of EQT from September 2016 to October 2018. Ms. Smith also served as Chief Accounting Officer of the general partners of EQM Midstream Partners, LP and EQGP Holdings, LP from September 2016 to October 2018, and served as Chief Accounting Officer of the general partner of RM Partners, LP, from November 2017 to July 2018.
Mr. Sullivan has served as Executive Vice President and Chief Operating Officer of Koppers Holdings Inc. and Koppers Inc. since January 2020. From May 2018 to December 2019, Mr. Sullivan served as Senior Vice President, Railroad Products and Services and Global Carbon Materials and Chemicals, Koppers Inc. Prior to that, Mr. Sullivan served as Senior Vice President, Global Carbon Materials and Chemicals of Koppers Inc. from April 2014 to May 2018.
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Koppers Holdings Inc. 2021 Annual Report
PART II