Koppers Holdings Inc.

Previous wording

This report and any documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about sales levels, acquisitions, restructuring, declines in the value of Koppers assets and the effect of any related impairment charges, profitability and anticipated synergies, expenses and cash outflows. All forward-looking statements involve risks and uncertainties. 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. 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, 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. Factors that might affect such forward-looking statements, include, among other things, availability of and fluctuations in the prices of key raw materials, including coal tar, lumber and scrap copper; the impact of changes in commodity prices, such as oil, copper and chemicals, on product margins; the successful implementation of multi-year cost mitigation programs; the extent of the dependence of certain of our businesses on certain market sectors and customers; 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; current and potential future tariffs; the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures; our ability to operate within the limitations of our debt covenants; capital market and banking market conditions, including interest rates, borrowing costs, foreign currency rate fluctuations, and general volatility; general economic and business conditions, including labor shortages, increased employee turnover and demand for our goods and services; disruptions and inefficiencies in the supply chain; unexpected business…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This report and any documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about sales levels, acquisitions, restructuring, declines in the value of Koppers assets and the effect of any related impairment charges, profitability and anticipated synergies, expenses and cash outflows. All forward-looking statements involve risks and uncertainties. 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. 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. 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. Factors that might affect such forward-looking statements, include, among other things, availability of and fluctuations in the prices of key raw materials, including coal tar, lumber and scrap copper; the impact of changes in commodity prices, such as oil, copper and chemicals, on product margins; the successful implementation of multi-year cost mitigation programs; the extent of the dependence of certain of our businesses on certain market sectors and customers; 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; current and potential future tariffs or duties; the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures; our ability to operate within the limitations of our debt covenants; capital market and banking market conditions, including interest rates, borrowing costs, foreign currency rate fluctuations, and general volatility; general economic and business conditions, including labor shortages, increased employee turnover and demand for our goods and services; disruptions and inefficiencies in…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Through our RUPS business, we believe that we are the largest supplier of railroad crossties to the Class I railroads in North America and the second largest producer of utility poles in the United States. Our utility poles are used in the electric, telephone, and broadband industries in the United States and Australia and construction pilings in the United States. In addition, we provide untreated wood products and rail joint bars to the railroad markets and inspection services to the utility markets. 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.

Current wording

Through our RUPS business, we believe that we are the largest supplier of railroad crossties to the Class I railroads in North America and the second largest producer of utility poles in the United States. Our utility poles are used in the electric, telephone, and broadband industries in the United States and Australia and construction pilings in the United States. In addition, we provide untreated wood products and rail joint bars to the railroad markets and inspection services to the utility markets. We also operate a business related to the recovery of used crossties, serving the same customer base as our North American railroad business. We sold our railroad bridge services business during the third quarter of 2025. See Note 2 - Acquisitions and Restructuring.

Previous wording

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. 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, 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. An adjusted EBITDA reconciliation is presented in the Segment Results section and reconciles net income to adjusted EBITDA on a consolidated basis. 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.

Current wording

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. 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. The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis. An adjusted EBITDA reconciliation is presented in the Segment Results section and reconciles net income to adjusted EBITDA on a consolidated basis.

Previous wording

Although we believe that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP financial measures and should be read in conjunction with the relevant GAAP financial measures. Other companies in a similar industry may define or calculate this measure differently than we do, limiting its usefulness as a comparative measure. 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.

Current wording

Although we believe adjusted EBITDA enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP financial measures and should be read in conjunction with the relevant GAAP financial measures. Other companies in a similar industry may define or calculate this measure differently than we do, limiting its usefulness as a comparative measure. 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.

Previous wording

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. 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.

Current wording

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. 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. 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. 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. We believe this will grow earnings per share, lower our maintenance and capital requirements and consistently generate higher margins.

Previous wording

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. We also face uncertainties from the indirect impact of Section 232 tariffs on the price of scrap copper and our outlook reflects our ability to offset any additional cost in the purchase price of the material. As a result of these items, our outlook may vary as a result. See also Item 1A. Risk Factors in this 10-Q as well as in our Form 10-K for the year ended December 31, 2024.

Current wording

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. As a result of these items, our outlook may vary. See also Item 1A. Risk Factors in this 10-Q as well as in our Form 10-K for the year ended December 31, 2024.

Previous wording

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. This is lower than the 2024 crosstie purchases of approximately 21.3 million crossties with the decrease expected to be from the commercial market. Over the past few years, North American demand for crossties has been in the range of 18 million to 22 million crossties annually. We expect the crosstie market to remain stable and within this range.

Current wording

•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. This is lower than the 2024 crosstie purchases of approximately 21.3 million crossties with the decrease expected to be from the commercial market. Over the past few years, North American demand for crossties has been in the range of 18 million to 22 million crossties annually. We expect the crosstie market to remain stable and within this range. However, volumes for our business in any year can be affected by individual customer demands, logistics and business conditions.

Previous wording

Market demand for utility poles is expected to grow in 2025 with most of the growth concentrated in the second half of the year. Key drivers include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures and extreme weather protection. Recently, the realization of potential productivity gains from artificial intelligence (AI) has significantly increased the demand for electricity. Technology companies are now securing power supplies for data centers to fuel AI, resulting in higher volume demand for both distribution and transmission wood poles. 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.

Current wording

•Market demand for utility poles is expected to grow over the next few years. 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. 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.

Previous wording

Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America. 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 1.2 percent by the second quarter of 2026. While the LIRA projects a slight increase in 2025, our PC business expects lower volumes as a result of customer market share shifts with the remaining customer volumes expected to be relatively flat.

Current wording

•Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America. 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. 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.

Previous wording

For the external markets served by our CMC business, we have experienced a slowdown in the near-term in manufacturing overall as well as in the steel, aluminum and carbon black industries. The availability of coal tar, the primary raw material for our CMC business, is linked to levels of metallurgical coke production. As the global steel industry, excluding Asia, has reduced the production of steel using metallurgical coke, the volumes of coal tar have been reduced. We are actively working to mitigate the impacts of the long-term decline of coal tar supply by gaining market acceptance for petroleum-blended products. We are also investing in projects to increase distillation yields and balance raw material supply and cost with customer demand and pricing.

Current wording

•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. The availability of coal tar, the primary raw material for our CMC business, is linked to levels of metallurgical coke production. As the global steel industry, excluding Asia, has reduced the production of steel using metallurgical coke, the volumes of coal tar have been reduced. We are actively working to mitigate the impacts of the long-term decline of coal tar supply by gaining market acceptance for petroleum-blended products. We are also investing in projects to increase distillation yields and balance raw material supply and cost with customer demand and pricing.

Previous wording

RUPS net sales decreased due to lower volumes in our Class I crosstie business and lower activity in our crosstie recovery business. These decreases were partly offset by higher volumes in our commercial crosstie business, price increases and an increase in activity in our railroad bridge services business.

Current wording

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. 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.

Previous wording

CMC net sales decreased mainly due to volume decreases of phthalic anhydride of $20.4 million as we ceased production, lower volumes of carbon black feedstock of $11.0 million and lower sales prices for carbon pitch where prices were down approximately six percent globally. The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia. These decreases were partly offset by volume increases for refined tar, naphthalene and creosote. Foreign currency changes compared to the prior year period from our international markets had a favorable impact on sales in the current year period of $1.8 million.

Current wording

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. The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia. These decreases were partly offset by volume increases for carbon pitch and creosote.

Previous wording

Cost of sales as a percentage of net sales was 77 percent, compared to 78 percent in the prior year period as lower raw material costs and freight costs were partly offset by lower sales volumes. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.

Current wording

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. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.

Previous wording

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 and professional service fees. See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.

Current wording

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. See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.

Previous wording

Impairment and restructuring chargesin the current year period represent costs associated with discontinuing phthalic anhydride production at our facility in Stickney, Illinois, our workforce reduction program across selected U.S. locations to streamline operations and reduce costs and consulting services related to our comprehensive assessment of our businesses. See Note 2 - Acquisitions and Restructuring.

Current wording

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. See Note 2 - Acquisitions and Restructuring.

Previous wording

Interest expense was $3.8 million lower when compared to the prior year period due to lower interest rates.

Current wording

Interest expense was $3.5 million lower when compared to the prior year period due to lower interest rates as well as lower borrowings.

Previous wording

Income tax provision decreased by $2.7 million when compared to the prior year period due primarily to lower income before income taxes. See Note 8 - Income Taxes.

Current wording

Income tax provision increased by $1.4 million when compared to the prior year period due primarily to higher income before income taxes. See Note 8 - Income Taxes.

Previous wording

RUPS adjusted EBITDA increased due to net sales increases and $8.7 million of lower operating, raw material and selling, general and administrative expenses.

Current wording

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.

Previous wording

PC adjusted EBITDA decreased due primarily to higher raw material costs and lower sales volumes, partly offset by lower selling, general and administrative expenses of $2.2 million, lower operating costs and higher royalty income.

Current wording

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.

Previous wording

CMC adjusted EBITDA increased due to $11.5 million of lower raw material, selling, general and administrative and operating expenses, particularly in North America, along with a favorable sales mix, partly offset by price decreases and lower utilization from discontinuing phthalic anhydride production.

Current wording

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.

Previous wording

Results of Operations – Comparison of Six Months Ended June 30, 2025 and 2024

Current wording

Results of Operations – Comparison of Nine Months Ended September 30, 2025 and 2024

Previous wording

RUPS net sales increased largely due to $5.2 million of pricing increases across multiple markets, particularly for crossties, an increase in activity in our railroad bridge services business and volume increases in our domestic utility pole business due primarily to our acquisition of Brown Wood. These increases were partly offset by lower volumes in our Class I crosstie business and our Australian utility pole business. Foreign currency changes compared to the prior year period had an unfavorable impact on sales in the current year period of $1.6 million, mainly from our Australian utility pole business.

Current wording

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. 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. 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.

Previous wording

PC net sales decreased due primarily to a 15.5 percent volume decrease mostly in the Americas due to a shift in United States market share along with reduced volumes due to weather and sales to Brown Wood which were included in external sales during the first quarter of 2024. 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 $2.2 million.

Current wording

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. 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.

Previous wording

CMC net sales decreased mainly due to lower phthalic anhydride volumes of $30.8 million as we ceased production, lower volumes of carbon black feedstock of $12.9 million and lower sales prices for carbon pitch, which were down approximately seven percent globally. The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia. These decreases were partly offset by volume increases for creosote and refined tar.

Current wording

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. The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia. These decreases were partly offset by volume increases for carbon pitch, creosote and refined tar.

Previous wording

Cost of sales as a percentage of net sales was 77 percent, compared to 79 percent in the prior year period as lower raw material costs, freight costs and operating expenses were partly offset by lower sales volumes. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.

Current wording

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. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.

Previous wording

Depreciation and amortization expenses were $1.7 million higher when compared to the prior year period primarily as a result of our acquisition of Brown Wood.

Current wording

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.

Previous wording

Selling, general and administrative expenses were $10.8 million lower when compared to the prior year period due mainly to a decrease in compensation-related costs, professional service fees and other administrative expenses. See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.

Current wording

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. See Note 6 - Stock-based Compensation for changes related to our long-term incentive plan.

Previous wording

Impairment and restructuring chargesin the current year period represent costs associated with discontinuing phthalic anhydride production at our facility in Stickney, Illinois, our workforce reduction program across selected U.S. locations to streamline operations and reduce costs and consulting services related to our comprehensive assessment of our businesses. See Note 2 - Acquisitions and Restructuring.

Current wording

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. locations to streamline operations and reduce costs. See Note 2 - Acquisitions and Restructuring.

Previous wording

Other income in the current year period primarily relates to increased royalty income in our PC business and lower pension costs.

Current wording

Other income increased in the current year period primarily as a result of increased royalty income in our PC business and lower pension costs.

Previous wording

Interest expense was $3.3 million lower when compared to the prior year period due to lower interest rates.

Current wording

Interest expensewas $7.3 million lower when compared to the prior year period due to lower interest rates.

Previous wording

Loss on pension settlementin 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.

Current wording

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.

Previous wording

Income tax expense decreased by $10.4 million when compared to the prior year period due primarily to lower income before income taxes. See Note 8 – Income Taxes.

Current wording

Income tax expense decreased by $9.0 million when compared to the prior year period due primarily to lower income before income taxes. See Note 8 – Income Taxes.

Previous wording

RUPS adjusted EBITDA increased due to $7.7 million of lower raw material, selling, general and administrative and freight expenses in addition to net sales price increases.

Current wording

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.

Previous wording

PC adjusted EBITDA decreased due primarily to higher raw material costs and lower sales volumes, partly offset by $5.7 million of lower selling, general and administrative and logistics expenses, particularly in North America, and higher royalty income.

Current wording

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. Higher raw material costs were unfavorably impacted by scrap copper costs, net of the benefit realized from our copper-hedging program.

Previous wording

CMC adjusted EBITDA increased due to $19.3 million of lower raw material, selling, general and administrative and operating expenses, particularly in North America, along with a favorable sales mix and improved plant performance as a result of an outage in North America in the prior year period, partly offset by sales decreases.

Current wording

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.

Previous wording

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

Current wording

(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.

Previous wording

Net cash provided by operating activitiesfor the six months ended June 30, 2025 was $27.8 million compared to $14.9 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. 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.

Current wording

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. For both periods, the primary source of cash was net income, excluding non-cash items, principally depreciation and in 2025, the pension settlement loss. 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.

Previous wording

Net cash used in investing activitiesfor the six months ended June 30, 2025 was $39.3 million compared to $141.6 million in the prior year. 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. Additionally, during the six months ended June 30, 2025, we paid approximately $7.6 million for a land transfer associated with our agreement to liquidate Koppers (China) Carbon & Chemical Company Limited (KCCC) with Koppers and Tangshan Iron & Steel Group Co. Ltd. (TISCO).

Current wording

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. 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.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $3.3 million compared to $111.6 million in the prior year. The primary source of financing cash flows for the six months ended June 30, 2025 was net borrowings of $37.2 million and the primary uses of financing cash flows were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, dividends and debt issuance costs. In the prior year, the primary source of financing cash flows was net borrowings of $150.6 million and 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.

Current wording

Net cash used in financing activitiesfor 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. 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. 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. 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.

Previous wording

As of June 30, 2025, liquidity from our Credit Facility and cash on hand was approximately $336 million. Our Credit Facility is described in Note 11 – Debt.

Current wording

As of September 30, 2025, liquidity from our Credit Facility and cash on hand was approximately $379 million. Our Credit Facility is described in Note 11 – Debt.