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, 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; geopolitical events (including the current conflicts in the Middle East); 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 the supply chain; unexpected business disruptions (including, but not limited to, l…

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, 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 domestic and international markets, including governmental changes, tariffs, restrictions on trade and restrictions on the ability to transfer capital across countries; geopolitical events (including the current conflicts in the Middle East); 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 the supply chain; unexpected business disruptions (including, but not …

Excerpt shortened here; the source contains the full paragraph.

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

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 or business combinations, mark-to-market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items. The LIFO (benefit) 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

•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.

Current wording

•For our RUPS segment, our focus is to continue to (i) maximize opportunities for increased volumes, including expanding our customer base in the midwestern and western utility pole markets and (ii) optimizing our network to better align capacity with demand and reduce operating costs.

Previous wording

•For our CMC segment, our focus is to continue to (i) execute on domestic plant restructuring projects including the discontinuation of distillation and chemical manufacturing operations at our Stickney, Illinois plant by the end of 2026 (see Note 2 - Restructuring), (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.

Current wording

•For our CMC segment, our focus is to continue to (i) complete the transition following the October 2026 discontinuation of distillation and chemical manufacturing operations at our Stickney, Illinois plant (see Note 2 - Restructuring), (ii) optimize and develop markets for enhanced carbon products and (iii) develop and implement global tar and pitch strategies to mitigate raw material cost increases.

Previous wording

•The Railway Tie Association’s estimate of total crosstie purchases in 2026 is approximately 19.8 million ties, with approximately 13.2 million for Class I railroads, which is slightly below 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. 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.

Current wording

•The Railway Tie Association’s estimate of total crosstie purchases in 2026 is approximately 19.8 million ties, with approximately 13.2 million for Class I railroads, which is below 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. 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

•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 expects year-over-year growth in home renovation and repair spending of just 0.5 percent by the first quarter of 2027 - a pace that remains positive in nominal terms but is less than overall inflation. Our PC business expects higher volumes through market share growth and acquiring new customers, including international expansion.

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 expects year-over-year growth in home renovation and repair spending to remain relatively flat through late 2027. Year-over-year growth in renovation and repair spending is expected to reach just 1.5 percent by the third quarter of 2027. Our PC business expects higher volumes through market share growth and acquiring new customers, including international expansion.

Previous 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 have invested 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 lower volumes in carbon pitch due to lower availability of coal tar. 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 have invested in projects to increase distillation yields and balance raw material supply and cost with customer demand and pricing.

Previous wording

Our businesses and results of operations are affected by various competitive and other factors including (i) the impact of global economic conditions on demand for our products, including the impact of imported products from competitors in certain regions where we operate as well as tariffs and international trade policy; (ii) raw material pricing and availability, in particular the cost and availability of hardwood lumber for railroad crossties, softwood lumber for utility poles, scrap copper prices, and the cost and amount of coal tar available in global markets, which is negatively affected by reductions in blast furnace steel production; (iii) volatility in oil prices, which impacts the cost of coal tar and certain other raw materials, as well as selling prices and margins for certain of our products including carbon black feedstock and naphthalene; (iv) competitive conditions in our performance chemicals business and global carbon pitch markets; (v) the effectiveness of our commodity hedging programs; (vi) changes in foreign exchange rates; and (vii) the other factors set forth in the "forward-looking statements" disclaimer. 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.

Current wording

Our businesses and results of operations are affected by various competitive and other factors including (i) the impact of global economic conditions on demand for our products, including the impact of imported products from competitors in certain regions where we operate as well as tariffs and international trade policy; (ii) raw material pricing and availability, in particular the cost and availability of hardwood lumber for railroad crossties, softwood lumber for utility poles, scrap copper prices, and the cost and amount of coal tar available in global markets, which is negatively affected by reductions in blast furnace steel production; (iii) volatility in oil prices, which impacts the cost of coal tar and certain other raw materials, logistics costs and selling prices and margins for certain of our products including carbon black feedstock and naphthalene; (iv) competitive conditions in our performance chemicals business and global carbon pitch markets; (v) the effectiveness of our commodity hedging programs; (vi) changes in foreign exchange rates; and (vii) the other factors set forth in the "forward-looking statements" disclaimer. 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.

Previous wording

Net sales increased $15.3 million or 3.0 percent in the second quarter of 2026 as compared to the prior year quarter. Excluding the net unfavorable impact of 2025 acquisitions, divestitures, and product line rationalizations of $16.3 million and the favorable currency conversion effect of $6.7 million, net sales increased $24.9 million or 5.1 percent primarily driven by an increase in PC and utility pole volumes. The volume-driven increase was offset in part by unfavorable pricing and sales mix in our RUPS segment, when compared to the same period last year.

Current wording

Net sales increased $13.8 million or 2.8 percent in the third quarter of 2026 as compared to the prior year quarter. Excluding the net unfavorable impact of 2025 acquisitions, divestitures, and product line rationalizations of $5.4 million and the favorable currency conversion effect of $6.1 million, net sales increased $13.1 million or 2.7 percent primarily driven by volume increases in PC, Class I crossties and our domestic utility pole business. The volume-driven increases were offset in part by unfavorable pricing for Class I crossties in our RUPS segment when compared to the prior year quarter.

Previous wording

RUPS net sales decreased due primarily to approximately $11.9 million related to the sale of our railroad services business during the third quarter of 2025, price decreases across multiple markets, particularly for crossties, and unfavorable sales mix. These decreases were partly offset by a 16 percent volume increase in our domestic utility pole business, including our acquisition of a western U.S. pole procurement business, and increased volumes for crossties. Foreign currency changes had a favorable impact on sales in the current year period of $1.0 million compared to the prior year period, mainly from our Australian utility pole business.

Current wording

RUPS net sales slightly increased due primarily to higher volumes for crossties and a five percent volume increase in our domestic utility pole business, including our acquisition of a western U.S. pole procurement business. These increases were mostly offset by approximately $6.3 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. Foreign currency changes had a favorable impact on sales in the current year period of $0.9 million compared to the prior year period, mainly from our Australian utility pole business.

Previous wording

PC net sales increased due to a 12 percent volume increase, primarily in the Americas. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $5.6 million compared to the prior year period.

Current wording

PC net sales increased due to a ten percent volume increase, primarily in the Americas, related to market share gains and inventory restocking. Lower prices in Europe were mostly offset by higher prices in the Americas and Australasia. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $2.6 million compared to the prior year period.

Previous wording

CMC net sales increased due mainly to volume and price increases for carbon black feedstock and volume increases for carbon pitch. These increases were partly offset by lower volumes of phthalic anhydride and refined tar as well as lower sales prices for carbon pitch where prices were down approximately two percent globally. The decreases in carbon pitch prices were driven by market dynamics in the current year period, particularly in Australasia. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $3.5 million compared to the prior year period. See Note 2 - Restructuring for further discussion.

Current wording

CMC net sales decreased due mainly to volume decreases, particularly for carbon pitch. These decreases were partly offset by price increases for carbon pitch and carbon black feedstock. Carbon pitch prices were approximately four percent higher globally driven by market dynamics in the current year period in North America and Europe. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $2.6 million compared to the prior year period.

Previous wording

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

Current wording

Cost of sales as a percentage of net sales was 80 percent, compared to 76 percent in the prior year period due primarily to higher raw material and logistics costs. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment Results" herein.

Previous wording

Selling, general and administrative expenses were $1.4 million higher when compared to the prior year period due mainly to an increase in legal costs and an increase in compensation-related costs, in particular higher stock-based long-term incentive plan expenses of $1.2 million. These increases were partly offset by lower 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 $3.4 million higher when compared to the prior year period due mainly to an increase in compensation-related costs, including higher stock-based long-term incentive plan expenses and higher technology costs. These increases were partly offset by lower professional services costs. See Note 6 - Stock-based Compensation.

Previous wording

Impairment and restructuring charges in the current year period represent costs associated with the plans to cease production at our facility in Stickney, Illinois, the decision to idle two plants in our RUPS business and consulting services related to our multi-year business transformation activities. In the prior year period, it also includes our workforce reduction program across select U.S. locations to streamline operations and reduce costs. See Note 2 - Restructuring.

Current wording

Impairment and restructuring charges in the current year period represent costs associated with discontinuing production at our facility in Stickney, Illinois, the decision to idle two plants in our RUPS business and consulting services related to our multi-year business transformation activities. In the prior year period, it also includes our workforce reduction program across select U.S. locations to streamline operations and reduce costs. See Note 2 - Restructuring.

Previous wording

Interest expense was $2.3 million lower when compared to the prior year period due to lower interest rates as well as lower borrowings.

Current wording

Interest expense was $1.8 million lower when compared to the prior year period due to lower interest rates as well as lower borrowings.

Previous wording

Income tax (benefit) provision decreased by $35.9 million when compared to the prior year period due to lower income before income taxes primarily as a result of impairment and restructuring charges. See Note 8 – Income Taxes and Note 2 - Restructuring.

Current wording

Income tax provision (benefit) decreased by $10.2 million when compared to the prior year period due to lower income before income taxes. See Note 8 - Income Taxes.

Previous wording

RUPS adjusted EBITDA decreased due to net sales price decreases and unfavorable sales mix, higher raw material costs and approximately $1.7 million related to the sale of our railroad services business during the third quarter of 2025. These decreases were partly offset by an increase in sales volume in our domestic utility pole business.

Current wording

RUPS adjusted EBITDA decreased due to lower sales pricing, particularly for crossties, higher raw material and selling, general and administrative costs of $3.7 million and approximately $0.6 million related to the sale of our railroad services business during the third quarter of 2025. These decreases were partly offset by an increase in sales volume, primarily in our Class I crossties business.

Previous wording

Results of Operations – Comparison of Six Months Ended June 30, 2026 and 2025

Current wording

Results of Operations – Comparison of Nine Months Ended September 30, 2026 and 2025

Previous wording

RUPS net sales decreased due primarily to approximately $21.4 million related to the sale of our railroad services business during the third quarter of 2025, as well as price and volume decreases across multiple markets, particularly for crossties. These decreases were partly offset by a 14 percent volume increase in our domestic utility pole business led by expansion in new markets, including our acquisition of a western U.S. pole procurement business. Foreign currency changes had a favorable impact on sales in the current year period of $2.4 million compared to the prior year period, mainly from our Australian utility pole business.

Current wording

RUPS net sales decreased due primarily to approximately $27.8 million related to the sale of our railroad services business during the third quarter of 2025 as well as price decreases for crossties. These decreases were partly offset by an 11 percent volume increase in our domestic utility pole business led by expansion in new markets, including our acquisition of a western U.S. pole procurement business, and increased volumes for crossties. Foreign currency changes had a favorable impact on sales in the current year period of $3.4 million compared to the prior year period, mainly from our Australian utility pole business.

Previous wording

PC net sales increased due to an 11 percent volume increase, primarily in the Americas, partly offset by lower prices, primarily in Europe. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $2.2 million compared to the prior year period.

Current wording

PC net sales increased due to an 11 percent volume increase, primarily in the Americas, and higher prices in the Americas and Australasia which more than offset lower prices in Europe. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $7.8 million compared to the prior year period.

Previous wording

CMC net sales decreased due mainly to lower phthalic anhydride volumes of $19.6 million as we ceased production of the product in the second quarter of 2025, lower sales prices across most products, especially carbon pitch where prices were down approximately six percent globally, and lower creosote and refined tar volumes. 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 black feedstock, naphthalene and carbon pitch. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $11.3 million compared to the prior year period. See Note 2 - Restructuring for further discussion.

Current wording

CMC net sales decreased due to lower volumes and lower prices, partly offset by favorable foreign currency changes from our international markets of $13.8 million compared to the prior year period. Phthalic anhydride revenues were $20.5 million lower as we ceased production of the product in the second quarter of 2025 as well as lower volumes for carbon pitch, creosote and refined tar. Most products had lower sales prices, especially carbon pitch where prices were down approximately two 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 black feedstock and naphthalene. See Note 2 - Restructuring for further discussion.

Previous wording

Cost of sales as a percentage of net sales was 80 percent, compared to 77 percent in the prior year period as higher raw material and freight costs were partly offset by higher sales volumes. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment Results" herein.

Current wording

Cost of sales as a percentage of net sales was 80 percent, compared to 77 percent in the prior year period due primarily to higher raw material costs. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment Results" herein.

Previous wording

Depreciation and amortization expenses were $1.3 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.

Current wording

Depreciation and amortization expenses were $1.8 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.

Previous wording

Selling, general and administrative expenses were $2.0 million higher when compared to the prior year period due mainly to an increase in legal costs, partly offset by lower other administrative expenses.

Current wording

Selling, general and administrative expenses were $5.4 million higher when compared to the prior year period due mainly to an increase in legal costs, an increase in compensation-related costs and higher technology costs.

Previous wording

Impairment and restructuring charges in the current year period represent costs associated with the plans to cease production at our facility in Stickney, Illinois, the decision to idle two plants in our RUPS business and consulting services related to our comprehensive assessment of our businesses. In the prior year period, it also includes our workforce reduction program across select U.S. locations to streamline operations and reduce costs. See Note 2 - Restructuring.

Current wording

Impairment and restructuring charges in the current year period represent costs associated with discontinuing production at our facility in Stickney, Illinois, the decision to idle two plants in our RUPS business and consulting services related to our comprehensive assessment of our businesses. In the prior year period, it also includes our workforce reduction program across select U.S. locations to streamline operations and reduce costs. See Note 2 - Restructuring.

Previous wording

Loss (gain) on sale of assets in the current year period was primarily related to the liquidation of KCCC. See Note 2 - Restructuring.

Current wording

(Gain) on sale of assets in the current year period was primarily related to the liquidation of KCCC. See Note 2 - Restructuring.

Previous wording

Other income, net decreased by $1.6 million compared to the prior year period due primarily to the sale of our office space in Griffin, Georgia in the prior year period.

Current wording

Other income, net decreased by $1.3 million compared to the prior year period due primarily to lower royalty income in our PC business as a result of our increased market share in the current year period.

Previous wording

Interest expensewas $3.9 million lower when compared to the prior year period due to lower interest rates and lower borrowings.

Current wording

Interest expensewas $5.7 million lower when compared to the prior year period due to lower interest rates and lower borrowings.

Previous wording

Income tax (benefit) provision decreased by $40.0 million when compared to the prior year period due to lower income before income taxes primarily as a result of impairment and restructuring charges. See Note 8 - Income Taxes and Note 2 - Restructuring.

Current wording

Income tax provision (benefit) decreased by $46.1 million when compared to the prior year period due to lower income before income taxes primarily as a result of impairment and restructuring charges. See Note 8 – Income Taxes and Note 2 - Restructuring.

Previous wording

RUPS adjusted EBITDA decreased due to net sales price decreases and unfavorable sales mix, higher raw material costs and approximately $2.3 million related to the sale of our railroad services business during the third quarter of 2025. These decreases were partly offset by increased sales volume in our domestic utility pole business.

Current wording

RUPS adjusted EBITDA decreased due to net sales price decreases largely related to Class I crossties, higher raw material and selling, general and administrative costs and approximately $2.9 million related to the sale of our railroad services business during the third quarter of 2025. These decreases were partly offset by increased sales volume and favorable utilization in our domestic utility pole business, including our acquisition of a western U.S. pole procurement business.

Previous wording

PC adjusted EBITDA increased due primarily to higher sales volume and lower raw material costs of $1.3 million, partly offset by increased logistics expenses. Lower raw material costs were favorably impacted by the benefit realized from our copper-hedging program, net of increased scrap copper costs.

Current wording

PC adjusted EBITDA increased due primarily to higher sales volumes and lower raw material costs of $3.3 million. Lower raw material costs were favorably impacted by the benefit realized from our copper-hedging program, net of increased scrap copper costs.

Previous wording

CMC adjusted EBITDA decreased due to lower sales prices and higher raw material, operating and selling, general and administrative expenses of $10.8 million. These decreases were partly offset by operating cost savings of $4.1 million from discontinuing phthalic anhydride production at our facility in Stickney, Illinois.

Current wording

CMC adjusted EBITDA decreased due to higher raw material, selling, general and administrative and lower utilization of $26.8 million and lower sales prices. These decreases were partly offset by operating cost savings from discontinuing phthalic anhydride production at our facility in Stickney, Illinois in the second quarter of 2025.

Previous wording

(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.

Current wording

(2)The LIFO (benefit) 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 used in investing activities for the six months ended June 30, 2026 was $22.4 million compared to $39.3 million in the prior year. The decrease was due in part to cash paid in 2025 for a land transfer associated with our agreement to liquidate KCCC.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $33.0 million compared to $38.5 million in the prior year. The decrease was due in part to cash paid in 2025 for a land transfer associated with our agreement to liquidate KCCC.

Previous wording

Net cash used in financing activitiesfor the six months ended June 30, 2026 was $70.7 million compared to net cash provided by financing activities of $3.3 million in the prior year. 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, net repayments of $23.5 million and dividends. In the prior year, the primary source of financing cash flows was net borrowings of $37.2 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.

Current wording

Net cash used in financing activitiesfor the nine months ended September 30, 2026 was $88.4 million compared to $47.3 million in the prior year. 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, net debt repayments of $33.8 million and dividends. In the prior year, the primary uses of financing cash flows 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.

Previous wording

As of June 30, 2026, liquidity from our Credit Facility after considering restrictions from debt covenants and cash on hand was approximately $390 million. Our Credit Facility is described in Note 11 – Debt.

Current wording

As of September 30, 2026, liquidity from our Credit Facility after considering restrictions from debt covenants and cash on hand was approximately $360 million. Our Credit Facility is described in Note 11 – Debt.

Previous wording

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. 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.

Current wording

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. Capital expenditures in 2026, excluding acquisitions, if any, are expected to total approximately $50 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.

Previous wording

We manage our working capital to increase our flexibility to pay down debt. 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. As of June 30, 2026, approximately 85 percent of accounts payable was current and 15 percent was 1-30 days past due. As of December 31, 2025, approximately 95 percent of accounts payable was current and 5 percent was 1-30 days past due.

Current wording

We manage our working capital to increase our flexibility to pay down debt. 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. As of September 30, 2026 and December 31, 2025, approximately 95 percent of accounts payable was current and 5 percent was 1-30 days past due.

Previous wording

•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. The total net leverage ratio as of June 30, 2026 was 3.4.

Current wording

•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. The total net leverage ratio under our Credit Facility as of September 30, 2026 was 3.5.