UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Quarterly~~quarterly ~~Period~~period ~~Ended~~ended ~~June 30~~March 31, ~~2004~~2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission file number 1-12716

~~Koppers~~KOPPERS ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		25-1588399
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State of incorporation)		(IRS Employer Identification No.)

436 Seventh Avenue

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)

(412) 227-2001

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter ~~periods~~period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant ishas ansubmitted ~~accelerated~~electronically and ~~filer~~posted ~~(as~~on ~~defined~~its in corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule ~~12b-2~~405 of Regulation S-T during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x ¨

~~Common~~Indicate ~~Stock~~by check mark whether the registrant is a large accelerated filer, ~~par~~an ~~value~~accelerated $filer, a non-accelerated filer or a smaller reporting company.01 ~~per~~See ~~share,~~the ~~outstanding~~definitions atof ~~July~~“large 20accelerated filer”, ~~2004~~“accelerated ~~amounted~~filer” toand ~~0.7 million~~“smaller ~~shares~~reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of March 31, 2009, the registrant did not have a class of voting shares held by non-affiliates.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~Koppers~~KOPPERS ~~Inc~~INC.

~~Consolidated~~CONSOLIDATED STATEMENT ~~Statement~~OF ofOPERATIONS ~~Operations~~

(In millions)


	Three Months Ended March 31,
	2009			2008
(Dollars in millions, except per share amounts)	(Unaudited)
Net sales	$	272.7		$	331.2
Cost of sales (excluding items below)		233.9			275.7
Depreciation and amortization		6.0			6.9
Selling, general and administrative expenses		14.0			16.4

Operating profit		18.8			32.2
Interest expense		5.4			6.8

Income before income taxes		13.4			25.4
Income taxes		5.4			9.6

Income from continuing operations		8.0			15.8
Income from discontinued operations, net of tax benefit of $1.1		—			1.0
Loss on sale of discontinued operations, net of tax benefit of $0.2		(0.2	)		—

Net income		7.8			16.8
Net income attributable to noncontrolling interests		0.5			0.6

Net income attributable to Koppers	$	7.3		$	16.2

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
	(Unaudited)				(Unaudited)
Net sales	$	249.5	$	219.4	$	476.9	$	410.4
Operating expenses:
Cost of sales		206.8		185.0		402.0		348.9
Depreciation and amortization		8.2		8.5		16.4		17.0
Selling, general and administrative		13.4		15.8		26.7		27.7
Total operating expenses		228.4		209.3		445.1		393.6
Operating profit		21.1		10.1		31.8		16.8
Other income (expense)		—		0.1		0.1		(0.1	)
Income before interest expense, income taxes and minority interest		21.1		10.2		31.9		16.7
Interest expense		9.0		5.2		17.9		10.5
Income before income taxes and minority interest		12.1		5.0		14.0		6.2
Income taxes		6.4		2.4		7.4		2.9
Minority interest		0.9		0.4		1.9		0.7
Income before cumulative effect of accounting change		4.8		2.2		4.7		2.6
Cumulative effect of accounting change:
Asset retirement obligations, net of tax of $11.7		—		—		—		(18.1	)
Net income (loss)	$	4.8	$	2.2	$	4.7	$	(15.5	)

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

~~Koppers~~KOPPERS ~~Inc~~INC.

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Balance~~BALANCE SHEET ~~Sheet~~

(In millions)


	March 31, 2009			December 31, 2008
(Dollars in millions, except per share amounts)	(Unaudited)
Assets
Cash and cash equivalents	$	76.1		$	63.1
Short-term investments		0.3			1.7
Restricted cash		4.2			4.2
Accounts receivable, net		111.9			112.1
Receivable to Parent		1.3			1.1
Inventories, net		155.1			171.8
Deferred tax assets		2.6			2.6
Other current assets		13.7			16.9

Total current assets		365.2			373.5
Equity in non-consolidated investments		6.5			6.0
Property, plant and equipment, net		141.8			144.8
Goodwill		57.8			58.4
Deferred tax assets		33.9			34.6
Other assets		20.0			20.5

Total assets	$	625.2		$	637.8

Liabilities
Accounts payable	$	68.1		$	82.0
Accrued liabilities		61.8			61.8
Payable to Parent		5.5			5.7
Short-term debt and current portion of long-term debt		0.2			0.2

Total current liabilities		135.6			149.7
Long-term debt		188.3			188.1
Accrued postretirement benefits		76.5			75.7
Other long-term liabilities		36.1			36.1

Total liabilities		436.5			449.6
Commitments and contingent liabilities (Note 17)
Equity
Preferred Stock, $0.01 par value per share; 10,000,000 shares authorized; no shares issued		—			—
Common Stock, $0.01 par value per share; 40,000,000 shares authorized; one share issued		—			—
Additional paid-in capital		126.6			126.4
Retained earnings		104.0			101.2
Accumulated other comprehensive loss		(50.4	)		(47.4	)

Total Koppers stockholder’s equity		180.2			180.2
Noncontrolling interests		8.5			8.0

Total equity		188.7			188.2

Total liabilities and equity	$	625.2		$	637.8

	June 30, 2004			December 31,2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5.4		$	9.6
Accounts receivable less allowance for doubtful accounts of $1.4 in 2004 and 2003		116.4			99.6
Inventories:
Raw materials		63.1			58.1
Work in process		2.8			4.3
Finished goods		63.1			68.3
LIFO reserve		(14.6	)		(13.2	)
Total inventories		114.4			117.5
Deferred tax benefit		8.9			8.9
Other		7.1			8.1
Total current assets		252.2			243.7
Equity investments		2.6			10.3
Fixed assets		492.6			475.5
Less: accumulated depreciation		(336.1	)		(324.5	)
Net fixed assets		156.5			151.0
Goodwill		35.1			36.5
Deferred tax benefit		51.6			54.9
Other assets		18.1			17.6
Total assets	$	516.1		$	514.0

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

See accompanying notes.

~~Koppers~~KOPPERS ~~Inc~~INC.

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Balance~~STATEMENT OF ~~Sheet~~CASH FLOWS

(In millions except per share amounts)


	Three Months Ended March 31,
	2009			2008
(Dollars in millions)	(Unaudited)
Cash provided by operating activities	$	21.7		$	2.2
Cash provided by (used in) investing activities:
Capital expenditures		(3.8	)		(4.4	)
Net cash proceeds from divestitures and asset sales		—			0.3

Net cash used in investing activities		(3.8	)		(4.1	)
Cash used in financing activities:
Borrowings of revolving credit		—			94.0
Repayments of revolving credit		—			(92.2	)
Repayments of long-term debt		—			(3.0	)
Dividends paid		(4.7	)		(3.5	)

Net cash used in financing activities		(4.7	)		(4.7	)
Effect of exchange rate changes on cash		(0.2	)		—

Net increase (decrease) in cash and cash equivalents		13.0			(6.6	)
Add: Cash of assets held for sale at beginning of year		—			0.6
Less: Cash of assets held for sale at end of period		—			(1.1	)
Cash and cash equivalents at beginning of year		63.1			16.8

Cash and cash equivalents at end of period	$	76.1		$	9.7

	June 30, 2004			December 31, 2003
	(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	64.1		$	63.8
Accrued liabilities		57.9			60.6
Dividend payable		—			25.0
Current portion of term loans		4.0			8.0
Total current liabilities		126.0			157.4
Long-term debt:
Revolving credit		41.7			8.9
Term loans		6.3			3.8
Senior Secured Notes due 2013		320.0			320.0
Total long-term debt		368.0			332.7
Other long-term reserves		93.2			93.7
Total liabilities		587.2			583.8
Common stock subject to redemption		—			13.2
Minority interest		9.5			6.1
Senior Convertible Preferred Stock, $.01 par value per share; 10.0 shares authorized; 2.3 shares issued in 2004 and 2003		—			—
Common stock, $.01 par value per share; 37.0 shares authorized, 3.0 shares issued in 2004 and 2003		—			—
Capital in excess of par value		27.0			15.8
Receivable from Director for purchase of common stock		(0.6	)		(0.6	)
Retained earnings (deficit)		(48.9	)		(53.7	)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment		2.6			8.0
Minimum pension liability, net of tax		(14.5	)		(14.5	)
Total accumulated other comprehensive loss		(11.9	)		(6.5	)
Treasury stock, at cost, 2.2 shares in 2004 and 2.1 shares in 2003		(46.2	)		(44.1	)
Total liabilities and stockholders’ equity	$	516.1		$	514.0

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

See accompanying notes.

~~Koppers~~KOPPERS ~~Inc~~INC.

~~Condensed~~NOTES ~~Consolidated~~TO ~~Statement~~CONDENSED ofCONSOLIDATED FINANCIAL ~~Cash~~STATEMENTS ~~Flows~~(UNAUDITED)

~~(In millions)~~1. Basis of Presentation

	Six Months Ended June 30,
	2004			2003
	(Unaudited)
Cash provided by (used in) operating activities	$	2.1		$	(7.5	)
Cash provided by (used in) investing activities:
Capital expenditures		(8.5	)		(5.7	)
Other		0.1			—
Net cash (used in) investing activities		(8.4	)		(5.7	)
Cash provided by (used in) financing activities:
Borrowings from revolving credit		120.4			180.2
Repayments of revolving credit		(87.3	)		(179.4	)
Borrowings from long-term debt		—			75.0
Repayment of long-term debt		(4.0	)		(49.5	)
Dividends paid		(25.0	)		(3.1	)
Payment of deferred financing costs		(0.2	)		(2.6	)
Purchases of common stock		(2.1	)		(9.1	)
Net cash provided by financing activities		1.8			11.5
Effect of exchange rates on cash		0.3			1.0
Net (decrease) in cash		(4.2	)		(0.7	)
Cash and cash equivalents at beginning of period		9.6			9.5
Cash and cash equivalents at end of period	$	5.4		$	8.8

The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of Koppers Inc.’s and its subsidiaries’ (“Koppers” or the “Company”) financial position and interim results as of and for the periods presented have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Because the Company’s business is seasonal, results for interim periods are not necessarily indicative of those that may be expected for a full year. The Condensed Consolidated Balance Sheet for December 31, 2008 has been summarized from the audited balance sheet contained in the Annual Report on Form 10-K for the year ended December 31, 2008.

~~See~~The ~~accompanying~~financial information included herein should be read in conjunction with the Company’s audited consolidated financial statements and related notes. included in its Annual Report on Form 10-K for the year ended December 31, 2008. Koppers Inc. is a wholly-owned subsidiary of Koppers Holdings Inc. (“Koppers Holdings”).

2. Accounting Changes

The Company adopted the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standard No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”) effective January 1, 2009. SFAS 160 changes the classification of noncontrolling interests on the balance sheet and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under the new standard, noncontrolling interests are considered equity and are to be reported as an element of stockholder’s equity rather than within the mezzanine or liability sections of the balance sheet. In addition, the reporting of net income related to noncontrolling interest has changed from past practice. Under the new standard, net income encompasses the total income before the deduction of net income attributable to noncontrolling interests. Increases and decreases in the noncontrolling ownership interest amount are accounted for as equity transactions.

The Company adopted SFAS No. 141(R), Applying the Acquisition Method effective January 1, 2009. SFAS No. 141(R) provides guidance for the recognition of the fair values of the assets acquired upon initially obtaining control, including the elimination of the step acquisition model. The standard does not have a significant impact on the Company’s results of operations, financial condition or liquidity.

3. Fair Value Measurements

At March 31, 2009, the Company had an interest rate swap valued at $2.2 million and cash surrender values on insurance policies totaling $1.3 million. Both assets are classified as Level 2 in the valuation hierarchy and are measured from quotes and values received from financial institutions.

4. Dividends

On May 6, 2009, the Company’s board of directors declared a quarterly dividend to Koppers Holdings in an amount equivalent to 22 cents per common share of Koppers Holdings common stock. The dividend is payable to Koppers Holdings on or about July 6, 2009.

5. Business Disposition

On October 1, 2008, Koppers Inc. and a limited partner sold Koppers Monessen Partners LP (“Monessen”) to ArcelorMittal S.A. for cash of $160.0 million plus working capital of $10.4 million. Monessen is a metallurgical furnace coke facility that was 95 percent owned by Koppers Inc. (which served as the general partner) and five percent owned by a limited partner. Effective as of the end of the second quarter of 2008, Monessen was classified as a discontinued operation in the Company’s statement of operations and its assets and liabilities were reclassified as “held for sale” in the balance sheet. Monessen was part of the Carbon Materials & Chemicals business segment.

~~Koppers~~In ~~Inc~~February 2009, the acquirer filed a notice of objection in connection with the determination of certain assumed liabilities and has requested an adjustment to the purchase price of approximately $2.0 million.

~~Notes~~Net tosales ~~Condensed~~and ~~Consolidated~~operating ~~Financial~~loss ~~Statements~~from discontinued operations for the three months ended March 31, 2008 consist of the following amounts:

(Unaudited)


	Three Months Ended March 31, 2008
(Dollars in millions, except per share amounts)
Net sales	$	16.3
Operating loss		(0.1	)

~~(1) Financial~~6. Comprehensive ~~Statements~~ Income and Equity

~~The~~Total ~~accompanying~~comprehensive ~~unaudited~~income ~~condensed~~for ~~consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~three ~~States~~months ~~applicable~~ended ~~to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly~~March 31, ~~they~~2009 ~~do not include all of the information~~ and ~~footnotes~~2008 required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of Koppers Inc. and its subsidiaries’ (“Koppers” or the “Company”) financial position and interim results as of, and for the periods presented have been included. Because Koppers’ business is ~~seasonal, results for interim periods are not necessarily indicative of those that may be expected for a full year. The Condensed Consolidated Balance Sheet for December 31, 2003 has been~~ summarized ~~from~~in the ~~audited~~table ~~fiscal~~below: ~~year 2003 balance sheet.~~

The financial information included herein should be read in conjunction with the Company’s consolidated financial statements and related notes in its 2003 Annual Report on Form 10-K.


	Three Months Ended March 31,
	2009			2008
(Dollars in millions)
Net income	$	7.8		$	16.8
Other comprehensive income (loss):
Change in currency translation adjustment		(3.8	)		7.3
Change in unrecognized pension net loss, net of tax of ($0.5) and $0.4		0.9			(0.4	)

Total comprehensive income		4.9			23.7
Less: net income attributable to noncontrolling interests		0.5			0.6
other comprehensive loss attributable to noncontrolling interests		—			(0.3	)

Comprehensive income attributable to Koppers	$	4.4		$	23.4

~~Reclassifications. Certain~~The ~~prior~~following ~~period~~tables ~~amounts~~present ~~have~~the ~~been~~change ~~reclassified~~in toequity ~~conform~~for to the ~~fiscal~~three ~~2004~~months ~~presentation.~~ended ~~These~~March 31, ~~reclassifications~~2009 ~~had~~and noMarch 31, ~~impact on net income or stockholders’ equity~~2008, asrespectively: ~~previously reported.~~

(2) Dividend Payments/Stock Repurchases


	Total Koppers Shareholders’ Equity			Noncontrolling Interests		Total Equity
(Dollars in millions)
Balance at January 1, 2009	$	180.2		$	8.0	$	188.2
Net income		7.3			0.5		7.8
Capital contribution by Parent		0.2			—		0.2
Other comprehensive income (loss)		(2.9	)		—		(2.9	)
Dividends		(4.6	)		—		(4.6	)

Balance at March 31, 2009	$	180.2		$	8.5	$	188.7

In July 2004 the Company declared and paid a dividend totaling $8.5 million ($2.86 per share to common and preferred). The Company paid a $25 million dividend ($8.00 per share to common and preferred) in January 2004 which had been declared in December 2003. Additionally, pursuant to a redemption offer the Company repurchased approximately 45,000 shares of common stock in April 2004 for a total of approximately $0.7 million.


	Total Koppers Shareholders’ Equity			Noncontrolling Interests			Total Equity
(Dollars in millions)
Balance at January 1, 2008	$	126.9		$	9.4		$	136.3
Net income		16.2			0.6			16.8
Capital contribution by Parent		0.1			—			0.1
Other comprehensive income (loss)		7.2			(0.3	)		6.9
Dividends		(4.6	)		—			(4.6	)

Balance at March 31, 2008	$	145.8		$	9.7		$	155.5

(3) Consolidation of Koppers China

In 1999 the Company entered into a joint venture agreement with Tangshan Iron & Steel Co. (“TISCO”) to rehabilitate and operate a tar distillation facility in China. Koppers (China) Carbon and Chemical Co., Limited (“Koppers China”) is 60% owned by the Company and began production of coal tar products in 2001. Contributions of cash, engineering services and acquisition costs for the joint venture total $10.5 million to date. In June 2001, the Company entered into an agreement with TISCO whereby TISCO assumed control of Koppers China through December 31, 2003. The Company chose to delay development of the carbon pitch export market due to the restructuring of the North American aluminum smelting capacity. In the interim, TISCO assumed responsibility for the joint venture to develop the domestic Chinese market. During this period, TISCO bore all responsibility for the operations and management of the facility, as well as the net income or loss, except for the Company’s pro rata share of depreciation, amortization and income taxes of the joint venture. Accordingly, the Company changed its method of accounting from consolidation to the equity method effective June 2001 to reflect this change in its ability to control Koppers China.

On January 1, 2004, the Company resumed control of Koppers China, which resulted in a consolidation of Koppers China in the Company’s financial statements beginning in the first quarter of 2004. For the three months ended June 30, 2004 sales and net income for Koppers China were $7.2 million and $0.8 million, respectively. Sales and net income for the six months ended June 30, 2004 amounted to $13.9 million and $1.6 million, respectively.

~~Koppers Inc~~7. Accounts Receivable

~~Notes~~Accounts receivable, tonet, ~~Condensed~~as ~~Consolidated~~of ~~Financial~~March 31, ~~Statements—(Continued)~~2009 and December 31, 2008 is summarized in the following table:

(4) Restructuring


	March 31, 2009		December 31, 2008
(Dollars in millions)
Accounts receivable	$	113.5	$	112.6
Less allowance for doubtful accounts		1.6		0.5

Net	$	111.9	$	112.1

~~Restructuring and impairment charges for 2003 totaled $~~8.5 million. During the fourth quarter of 2003 the Company determined that capacity rationalization was required in its U.S. Carbon Materials & Chemicals business to increase competitiveness. Accordingly, in December 2003 Koppers ceased production at its carbon materials facility in Woodward, Alabama, resulting in a restructuring charge to fourth quarter pre Stock-~~tax income of $3.1 million. Additionally, during the fourth quarter of 2003 the Company concluded that its carbon materials port operation in Portland, Oregon is an impaired facility~~ based onCompensation its current and long-term economic prospects as a result of recent negotiations with a significant customer. The impairment charge for this facility resulted in a charge to fourth quarter pre-tax income of $3.1 million. The Company also incurred a $1.0 million charge for the impairment of certain storage tanks which have been permanently idled due to reduced demand for carbon materials products in U.S. markets. In September 2003, the Company closed its Logansport, Louisiana wood treating plant due to deteriorating local market conditions and their impact on volumes and profitability. The closure resulted in a $1.3 million restructuring charge in the third quarter.

~~Total~~In December ~~restructuring~~2005, the Koppers Holdings’ board of directors and ~~impairment~~shareholders ~~charges~~adopted the 2005 Long-Term Incentive Plan (the “LTIP”). The LTIP provides for ~~2003~~the ~~consisted~~grant ofto ~~cash~~eligible ~~charges~~persons of ~~$0.7~~stock ~~million~~options, ~~for~~stock ~~severance~~appreciation rights, restricted stock, restricted stock units, performance shares, performance awards, dividend equivalents and ~~non~~other stock-~~cash~~based ~~charges~~awards, ~~of $7.8~~which ~~million~~are ~~primarily~~collectively ~~for~~referred ~~write~~to ~~downs~~as the awards. Employees of ~~fixed~~Koppers ~~assets~~Inc. are eligible to participate in the LTIP.

~~Approximately~~Under the LTIP, the Koppers Holdings board of directors granted restricted stock units and performance stock units to certain employee participants (collectively, $0the “stock units”) in 2007 and 2008.6 ~~million~~With respect to the 2007 grant, the restricted stock units will vest ratably each year over a period of ~~severance~~three ~~has~~years ~~been~~for ~~paid~~most participants, assuming continued employment. With respect to the 2008 grant, the restricted stock units will vest on the third anniversary of the grant date, assuming continued employment by the participant. The performance stock units granted in ~~2004;~~both years will vest upon the attainment of the applicable performance objective at ~~June~~the ~~30,~~end ~~2004~~of ~~all~~a $0three-year measurement period.7 ~~million~~The applicable performance objective is based upon a three-year cumulative value creation calculation commencing on the first day of each grant year. The number of performance stock units granted represents the ~~total~~target ~~expected~~award ~~cash~~and ~~charges~~participants ~~had~~have ~~been~~the ~~expended~~ability to earn between zero and ~~there~~150 percent ~~were~~of the target award based upon actual performance. If minimum performance criteria are not achieved, no ~~remaining~~performance ~~reserves~~stock units will vest.

On February 16, 2009, the Koppers Holdings’ board of directors awarded 70,527 restricted stock units and 144,327 performance stock units to certain employee participants (5collectively, the “stock units”) ~~Impact~~ with a grant date of ~~Recently~~February 20, ~~Issued~~2009. ~~Accounting~~The ~~Standards~~restricted stock units will vest in February 2012, assuming continued employment by the participant. The performance stock units will vest upon the attainment of the applicable performance objective at the end of a three-year measurement period ending on December 31, 2011. The applicable performance objective is based upon a three-year cumulative value creation calculation commencing January 1, 2009. The number of performance stock units granted represents the target award and participants have the ability to earn between zero and 150 percent of the target award based upon actual performance. If minimum performance criteria are not achieved, no performance stock units will vest.

InDividends ~~May~~declared ~~2004,~~on ~~the~~Koppers ~~FASB~~Holdings’ ~~issued~~common ~~Staff~~stock ~~Position~~during ~~No. 106-2, Accounting and Disclosure Requirements Related to~~ the ~~Medicare~~restriction ~~Prescription~~period ~~Drug, Improvement and Modernization Act~~ of ~~2003 (“FSP 106-2”). This act (~~the ~~“Act”)~~stock ~~was~~units ~~signed~~are ~~into~~credited ~~law~~at byequivalent ~~the~~value ~~President~~as onadditional ~~December~~stock 8,units ~~2003~~ and ~~introduces~~become apayable ~~prescription drug benefit plan under Medicare Part D~~ as ~~well~~additional ascommon ~~a federal~~shares ~~subsidy~~upon ~~to sponsors of retiree health benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D~~vesting. ~~FSP~~In ~~106-2 provides guidance on how companies should account for~~ the ~~impact~~event of ~~the~~termination ~~Act~~of onemployment, ~~their postretirement~~other ~~health~~than ~~care~~retirement, ~~plans.~~death ~~To encourage employers to retain~~ or ~~provide postretirement drug benefits~~disability, ~~beginning~~any innonvested ~~2006~~stock units ~~the~~are ~~federal~~forfeited, ~~government~~including ~~will~~additional ~~provide~~stock ~~non-taxable~~units ~~subsidy~~credited ~~payments~~from todividends. ~~employers~~In ~~that~~the ~~sponsor~~event ~~prescription~~of ~~drug~~termination ~~benefits~~of ~~to retirees~~employment ~~that~~due ~~are actuarially equivalent~~ to ~~the~~retirement, ~~Medicare~~death ~~benefit. FSP 106-2 is effective for interim~~ or ~~annual financial statements beginning after June 15~~disability, ~~2004.~~pro-rata ~~The~~vesting ~~net~~of ~~periodic postretirement benefit cost included in~~ the ~~financial~~stock ~~statements~~units ~~does not~~over ~~reflect~~ the ~~effects~~service ofperiod ~~the~~will ~~Act~~result. ~~because~~There ~~the~~are special ~~Company~~vesting ~~has~~provisions ~~not~~for ~~yet made a determination as to whether~~ the ~~benefits~~stock ~~provided~~units ~~under~~related ~~its plans are actuarially equivalent~~ to ~~Medicare~~a ~~Part~~change Din ~~under the Act~~control.

In ~~December~~accordance ~~2003,~~with ~~the~~accounting ~~FASB~~standards, ~~issued~~compensation ~~SFAS~~expense ~~No.~~for ~~132~~nonvested ~~(revised 2003), Employers’~~stock ~~Disclosures~~units ~~about~~is ~~Pensions~~recorded ~~and~~over ~~Other~~the ~~Postretirement~~vesting ~~Benefits,~~period anbased ~~amendment~~on ofthe ~~FASB~~fair ~~Statements~~value ~~No.~~at ~~87,~~the 88date ~~and 106, and a revision~~ of ~~FASB Statement No~~grant. ~~132.~~The ~~This~~fair ~~statement~~value ~~requires~~of ~~additional~~stock ~~disclosure~~units ~~about~~is the ~~assets,~~market ~~obligations,~~price ~~cash flow and net periodic benefit cost~~ of ~~defined~~the ~~benefit~~underlying ~~pension~~common ~~plans~~stock ~~and~~on ~~other~~the ~~postretirement~~date ~~benefit plans. This statement also requires interim disclosure~~ of ~~the net periodic benefit cost and actual or expected employer contributions~~grant. ~~The standard is effective for fiscal years ending after December 15, 2003 and interim periods beginning after December 15, 2003.~~

InThe ~~May~~following ~~2003,~~table ~~the~~shows ~~FASB~~a ~~issued~~summary ~~Statement No. 150, Accounting for Certain Financial Instruments with Characteristics~~ of ~~Both Liabilities and Equity, effective for~~ the ~~fiscal~~performance ~~period~~stock ~~beginning~~units ~~after~~as ~~December~~of 15March 31, ~~2003.~~2009: ~~Statement No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. To the extent~~


Performance Period	Minimum Shares	Target Shares	Maximum Shares
2007 – 2009	—	65,140	97,710
2008 – 2010	—	46,774	70,161
2009 – 2011	—	144,327	216,491

~~Koppers~~The ~~Inc.~~following table shows a summary of the status and activity of nonvested stock awards for the three months ended March 31, 2009:

Notes to Condensed Consolidated Financial Statements—(Continued)


	Restricted Stock Units		Performance Stock Units	Total Stock Units		Weighted Average Grant Date Fair Value per Unit
Nonvested at January 1, 2009	48,700		112,907	161,607		$	31.82
Granted	70,527		144,327	214,854		$	15.26
Credited from dividends	659		1,499	2,158		$	39.21
Vested	(5,769	)	—	(5,769	)	$	25.91

Nonvested March 31, 2009	114,117		258,733	372,850		$	22.41

~~that~~Also ~~the~~on ~~Company~~February 16, is2009, ~~required~~the toKoppers ~~purchase~~Holdings’ ~~shares~~board of ~~common~~directors ~~stock~~awarded 142,704 stock options to certain executive officers which vest and become exercisable upon the ~~adoption~~completion of ~~Statement~~a ~~No.~~three-year ~~150~~service ~~requires~~period commencing on the ~~Company~~third toanniversary ~~classify~~of ~~common~~the ~~stock~~grant ~~subject~~date toof ~~redemption as~~February 20, 2009. The stock options have a ~~liability~~term asof 10 years. In the event of termination ~~January~~of 1employment, ~~2004.~~other ~~Prospectively~~than retirement, ~~changes~~death inor ~~the~~disability, ~~liability~~any ~~with~~nonvested options are forfeited. In the ~~exception~~event of ~~redemptions~~termination ~~will~~of beemployment ~~included~~due into ~~pre~~retirement, death or disability, pro-~~tax~~rata ~~income~~vesting of the options over the service period will result. There are special vesting provisions for the stock options related to a change in control.

~~Prior~~In toaccordance ~~February~~with ~~27,~~accounting ~~2004 the stockholders’ agreement by and among the Company~~standards, ~~Saratoga~~compensation ~~Partners III, L.P. (“Saratoga”), and the Management~~expense ~~Investors~~for ~~(as~~unvested ~~defined~~stock ~~below),~~options ~~dated~~is asrecorded ofover ~~December~~the 1,vesting ~~1997~~period ~~(as~~based ~~amended,~~on the ~~“Stockholders’~~fair ~~Agreement”),~~value ~~required~~at the ~~Company~~date ~~to redeem shares~~ of ~~common~~grant. ~~stock~~The ~~owned~~fair byvalue ~~officers, directors, and current and former employees~~ of ~~the Company~~stock ~~(“Management~~options ~~Investors”)~~on ~~upon a Management Investor’s ceasing for any reason to be employed by~~ the ~~Company.~~date Onof ~~February~~grant ~~27,~~is ~~2004~~calculated ~~the~~using ~~Stockholders’ Agreement was amended to make~~ the ~~redemption~~Black-Scholes-Merton ofmodel ~~common~~and ~~stock from such Management Investors at~~ the ~~option~~assumptions oflisted ~~the Company.~~ below:

The initial adoption of Statement No. 150 resulted in the recognition of a liability in the amount of $13.2 million for shares with a mandatory redemption requirement. At June 30, 2004 after giving effect to the amendment to the Stockholders’ Agreement as noted above, the remaining liability was $2.0 million based on prior commitments to redeem shares. As of the date of adoption on January 1, 2004 $11.2 million was reclassified to capital in excess of par value as a result of the elimination of the mandatory redemption requirement. There was no cumulative effect adjustment as a result of the adoption of Statement No. 150.


	February 2009 Grant			February 2008 Grant			May 2007 Grant
Grant date price per share of option award	$	15.26		$	39.99		$	29.97
Expected dividend yield per share		2.50	%		2.00	%		2.50	%
Expected life in years		6.5			6.5			6.5
Expected volatility		51.00	%		40.67	%		40.39	%
Risk-free interest rate		2.05	%		3.28	%		4.45	%
Grant date fair value per share of option awards	$	6.19		$	14.79		$	11.01

InThe ~~January~~dividend ~~2003,~~yield ~~the~~is ~~FASB~~based ~~issued~~on ~~Interpretation~~Koppers ~~No.~~Holdings’ ~~46,~~current ~~Consolidation~~and ofprospective ~~Variable~~dividend ~~Interest~~rate ~~Entities,~~which ancalculates ~~Interpretation~~a ~~of ARB No. 51 (“FIN No.~~continuous ~~46”).~~dividend ~~FIN~~yield ~~No.~~based 46upon ~~requires~~the ~~certain~~market ~~variable~~price ~~interest~~of ~~entities~~the tounderlying becommon ~~consolidated~~stock. byThe ~~the~~expected ~~primary~~life ~~beneficiary~~in ofyears ~~the~~is ~~entity~~based ifon the ~~equity~~simplified ~~investors~~method inpermitted ~~the~~under ~~entity~~Securities doand ~~not~~Exchange ~~have~~Commission ~~the~~Staff ~~characteristics~~Accounting ofBulletin aNo. 107 ~~controlling~~which ~~financial~~calculates ~~interest~~the average orof dothe ~~not~~weighted ~~have sufficient~~vesting ~~equity~~term atand ~~risk for~~ the ~~entity~~contractual toterm ~~finance~~of ~~its~~the ~~activities~~option. ~~without~~This ~~additional~~method ~~subordinated~~was ~~financial~~selected ~~support~~due ~~from~~to ~~other~~the ~~parties.~~lack Inof ~~December~~historical ~~2003,~~exercise ~~FASB~~data ~~issued~~with arespect ~~revision~~ to ~~FIN~~the NoCompany. ~~46;~~Expected ~~for~~volatility ~~the~~is ~~Company,~~based on the ~~revised~~historical ~~provisions~~volatility of ~~FIN No. 46~~Koppers ~~must~~Holdings’ becommon ~~applied~~stock ~~for~~and the ~~first~~historical ~~interim~~volatility orof ~~annual~~certain ~~period~~other ~~beginning~~similar ~~after~~public ~~December 15, 2004~~companies. The ~~Company~~risk-free ~~does~~interest ~~not~~rate ~~expect~~is ~~that~~based ~~the~~on ~~adoption of FIN No~~U.S. 46Treasury ~~will~~bill ~~have~~rates afor ~~material~~the ~~impact~~expected onlife ~~its financial position, cash flows or results~~ of ~~operations~~the option.

~~Asset~~The ~~Retirement~~following ~~Obligations. Effective January~~table 1,shows ~~2003~~a ~~the~~summary ~~Company changed its method~~ of ~~accounting~~the ~~for~~status ~~asset~~and ~~retirement~~activity ~~obligations~~of instock ~~accordance~~options ~~with FASB Statement No. 143, Accounting~~ for ~~Asset Retirement Obligations. Previously,~~ the ~~Company~~three ~~had~~months ~~not~~ended ~~been recognizing amounts related to asset retirement obligations. Under the new accounting method~~March 31, ~~the~~2009: Company now recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of a fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.

The cumulative effect of the change on prior years resulted in a charge to income of $18.1 million, net of income taxes of $11.7 million.


	Options	Weighted Average Exercise Price per Option		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2009	103,312	$	34.40
Granted	142,704	$	15.26

Outstanding at March 31, 2009	246,016	$	23.30	9.28	$	—

Exercisable at March 31, 2009	—	$	—	—	$	—

~~Koppers~~Total ~~Inc.~~stock-based compensation expense recognized for the three months ended March 31, 2009 and 2008 is as follows:

Notes to Condensed Consolidated Financial Statements—(Continued)


	Three Months Ended March 31,
	2009		2008
(Dollars in millions)
Stock-based compensation expense recognized:
Selling, general and administrative expenses	$	0.8	$	0.6
Less related income tax benefit		0.3		0.2

	$	0.5	$	0.4

~~The~~As ~~Company~~of ~~recognizes~~March 31, ~~asset~~2009, ~~retirement~~total ~~obligations~~future ~~for~~compensation i)expense ~~the~~related ~~removal~~to ~~and~~non-vested ~~disposal~~stock-based ofcompensation ~~residues; ii)~~arrangements ~~dismantling~~totaled of$8.1 ~~certain~~million ~~tanks required by governmental authorities; iii) inspection, cleaning~~ and ~~dismantling~~the ~~costs~~weighted-average ~~for~~period ~~owned~~over ~~rail~~which ~~cars;~~this ~~and~~cost ~~iv)~~is ~~inspection~~expected ~~and~~to ~~cleaning~~be ~~costs~~recognized ~~for~~is ~~leased~~approximately ~~rail cars and barges~~27 months. ~~The following table describes changes to the Company’s asset retirement obligation liability at June 30, 2004 and 2003:~~

	Three MonthsEnded June 30,						Six MonthsEnded June 30,
	2004			2003			2004			2003
	(In millions)						(In millions)
Asset retirement obligation at beginning of period	$	33.7		$	33.0		$	34.9		$	—
Liability recognized in transition		—			—			—			33.4
Accretion expense		0.6			0.6			1.2			1.2
Effect of fixed asset additions		0.3			0.2			0.5			0.5
Expenses incurred		(1.9	)		(1.9	)		(3.9	)		(3.2	)
Asset retirement obligation at end of period	$	32.7		$	31.9		$	32.7		$	31.9

9. Segment Information

~~(6) Legal~~The ~~Proceedings~~Company has two reportable operating segments: Carbon Materials & Chemicals and Railroad & Utility Products. The Company’s reportable segments are business units that offer different products. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes. The business units have been aggregated into two reportable segments since management believes the long-term financial performance of these business units is affected by similar economic conditions.

The Company’s Carbon Materials & Chemicals segment is ~~involved~~primarily ina ~~litigation~~supplier ~~and~~of ~~various~~carbon ~~proceedings relating~~pitch, tophthalic ~~antitrust~~anhydride, ~~matters~~creosote, ~~environmental~~carbon ~~laws~~black and ~~toxic~~carbon ~~tort~~black ~~matters,~~feedstock. ~~including~~Carbon ~~two~~pitch ~~cases~~is ~~pending~~used primarily by the aluminum industry as a binder in ~~Texas~~the manufacture of anodes. Phthalic anhydride is used in the manufacture of plasticizers, unsaturated polyester resins, alkyd resins and ~~several~~dye ~~cases~~making. ~~pending~~Creosote is used in ~~Pennsylvania~~the ~~alleging~~protection ~~personal~~of ~~injuries~~timber ~~from~~products ~~exposure~~against toinsects, ~~coal~~fungal ~~tar~~decay ~~pitch~~and weathering. Carbon black and carbon black feedstock are used in the production of rubber tires.

~~Government Investigation.~~ The Company ~~is the subject of an ongoing investigation regarding industry competitive practices. On December 4, 2002, European Commission (“EC”) representatives visited the offices of the Company~~’s ~~subsidiaries~~Railroad & ~~located~~Utility inProducts ~~Nyborg,~~segment ~~Denmark~~provides ~~and Scunthorpe, England~~various products and ~~obtained~~services ~~documents pursuant~~ to ~~legal process as part of an investigation of industry competitive practices concerning pitch~~railroads, ~~creosote~~including ~~and~~crossties ~~naphthalene. The United States Department of Justice~~ (~~“DOJ”) also served a subpoena for similar documents at the Company’s headquarters in Pittsburgh, Pennsylvania. The Company has cooperated with~~ both ~~the~~wood EC and ~~DOJ. Recently~~concrete), ~~DOJ~~track ~~returned~~panels ~~the~~and ~~documents~~switch ~~which~~pre-assemblies ~~the~~and ~~Company~~disposal ~~had produced~~services. The ~~Company~~segment ~~has~~ also ~~cooperated~~supplies ~~with~~treated ~~the~~wood ~~Canadian Competition~~poles Bureau (“CCB”). As a result of such cooperation, (i) in February 2003, the EC granted the Company’s request for exemption from penalties for any infringement the EC may find as a result of its investigation concerning pitch; (ii) in April 2003, DOJ granted the Company’s request for exemption from prosecution for any infringement DOJ may find as a result of imports of pitch, creosote and naphthalene, or the purchase for export of coal tar used to ~~produce these~~electric ~~products;~~ and ~~(iii)~~telephone inutilities ~~April 2003, the CCB granted Koppers a provisional guarantee of immunity from fines under the Canadian Competition Act with respect to the supply~~ and ~~sale~~provides ~~of tar pitch, naphthalene, creosote oil and carbon black feedstock~~products ~~prior~~ to ~~2001. These grants of immunity were all granted upon certain conditions~~, ~~including the continued cooperation of the Company. The grants of immunity by the EC, DOJ~~ and ~~the~~performs ~~CCB~~various ~~apply~~wood totreating ~~any~~services government fine or penalty related to each country’s investigation of industry competitive practices. If the Company fails to comply with the applicable conditions attached to these grants of immunityfor, ~~the~~construction ~~Company could be fined. Such fines, if assessed against the Company, could have a material adverse effect on the Company’s business, financial condition, cash flows~~ and results of operations. For example, the EC has the authority to assess fines in an amount up to 10% of a company’s worldwide sales. The DOJ and CCB also have the authority to assess significant fines. The Company is not currently aware of any other ~~government~~commercial ~~investigations or other claims related to these investigations of industry competitive practices~~applications.

The Company evaluates performance and determines resource allocations based on a number of factors, the primary measure being operating profit or loss. Operating profit does not include equity in earnings of affiliates, other income, interest expense or income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies contained in the Annual Report on Form 10-K for the year ended December 31, 2008. Intersegment transactions are eliminated in consolidation.

~~Koppers~~The ~~Inc.~~following table sets forth certain sales and operating data, net of all intersegment transactions, for the Company’s segments for the periods indicated:

Notes to Condensed Consolidated Financial Statements—(Continued)


	Three Months Ended March 31,
	2009		2008
(Dollars in millions)
Revenues from external customers:
Carbon Materials & Chemicals	$	145.5	$	222.5
Railroad & Utility Products		127.2		108.7

Total	$	272.7	$	331.2

Intersegment revenues:
Carbon Materials & Chemicals	$	20.8	$	16.0
Railroad & Utility Products		—		—

Total	$	20.8	$	16.0

Depreciation and amortization expense:
Carbon Materials & Chemicals	$	4.2	$	5.2
Railroad & Utility Products		1.8		1.7

Total	$	6.0	$	6.9

Operating profit:
Carbon Materials & Chemicals	$	6.5	$	25.0
Railroad & Utility Products		12.3		7.2

Total	$	18.8	$	32.2

~~Pacific~~The ~~Century. A~~following ~~subsidiary~~table ofsets ~~Koppers~~forth ~~Australia~~certain ~~has~~tangible ~~been named as a defendant in a breach of contract~~ and ~~negligence~~intangible ~~lawsuit~~assets ~~filed~~allocated ~~by Pacific Century in Queensland, Australia related~~ to ~~the~~each ~~sale~~ of ~~approximately 127,000 vineyard trellis posts. The Complaint claims that certain posts were defective in that they either had decay, excessive bark or were less than~~ the ~~minimum~~Company’s ~~specified~~segments ~~size.~~as ~~In addition, plaintiff alleges violations~~ of ~~the Australian Timber Utilization and Marketing Act. Plaintiff is seeking damages in the amount of AU$6.6 million (approximately US$4.6~~ ~~million) for, among other things,~~ the ~~costs~~dates ofindicated: removing and replacing such trellis posts. Plaintiff has also filed a lawsuit against the constructor of the vineyard trellises, which lawsuit has been consolidated with its claim against Koppers. Discovery in the case is ongoing and there can be no assurance that an unfavorable resolution of this matter will not have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

(7) Environmental and Other Matters


	March 31, 2009		December 31, 2008
(Dollars in millions)
Segment assets:
Carbon Materials & Chemicals	$	375.3	$	402.1
Railroad & Utility Products		158.5		152.0
All other		91.4		83.7

Total	$	625.2	$	637.8

Goodwill:
Carbon Materials & Chemicals	$	56.0	$	56.6
Railroad & Utility Products		1.8		1.8

Total	$	57.8	$	58.4

The Company is subject to federal, state, local and foreign laws and regulations and potential liabilities relating to the protection of the environment and human health and safety including, among other things, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, the discharge of effluent into waterways, the emission of substances into the air and various health and safety matters10. Income ~~The~~Taxes Company expects to incur substantial costs for ongoing compliance with such laws and regulations. The Company may also face governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with past and present operations. Koppers accrues for environmental liabilities when a determination can be made that they are probable and reasonably estimable.

~~Environmental~~Effective ~~and Other~~Tax ~~Liabilities~~Rate ~~Retained or Assumed by Others~~

~~The~~Income ~~Company~~taxes ~~has agreements~~as ~~with~~a ~~former~~percentage ~~owners~~ of ~~certain~~pretax ofincome ~~its~~was ~~operating~~39.9 ~~locations~~percent ~~under which the former owners retained or assumed~~ and ~~agreed to indemnify the Company against certain environmental and other liabilities~~37.9 ~~The~~percent ~~most~~for ~~significant of these agreements was entered into at~~ the ~~Company’s~~three ~~formation~~months onended ~~December 28~~March 31, ~~1988~~2009 ~~(the “Acquisition”). Under the related asset purchase agreement between the Company~~ and ~~Beazer East~~2008, ~~subject to certain limitations~~respectively, ~~Beazer East assumed the~~There ~~responsibility~~were ~~for~~no ~~and~~discrete ~~agreed~~items toincluded ~~indemnify~~in the ~~Company~~estimated ~~against~~effective ~~certain~~tax ~~liabilities,~~rate ~~damages,~~for ~~losses~~either ~~and~~period. ~~costs,~~The ~~including,~~effective ~~with~~tax ~~certain~~rate ~~limited~~for ~~exceptions, liabilities under and costs to comply with environmental laws to~~ the ~~extent~~first ~~attributable~~three ~~to acts~~months orof ~~omissions~~2009 ~~occurring~~differs ~~prior~~from to the ~~Acquisition (the “Indemnity”)~~U.S. ~~Beazer~~federal ~~Limited~~statutory ~~unconditionally~~rate ~~guaranteed Beazer East’s performance~~ of ~~the~~35.0 ~~Indemnity~~percent ~~pursuant~~due to ataxes ~~guarantee (the “Guarantee”). Beazer Limited became a wholly owned indirect subsidiary of Hanson PLC~~ on ~~December~~foreign 4,earnings ~~1991~~(+2.6 percent) ~~In 1998, Hanson PLC purchased an insurance policy under which the funding~~ and ~~risk~~state oftaxes ~~certain~~(+2.1 ~~environmental~~percent). ~~and~~With ~~other~~respect ~~liabilities relating~~ to the ~~former~~first ~~Koppers~~three ~~Company,~~months ~~Inc. operations~~ of ~~Beazer~~2008, ~~East~~the ~~(which~~effective ~~includes~~tax ~~locations~~rate ~~purchased~~differs from ~~Beazer East by~~ the ~~Company)~~federal ~~are~~statutory ~~underwritten~~rate byprimarily ~~Centre~~due ~~Solutions~~to (ataxes ~~member~~on offoreign ~~the~~earnings ~~Zurich~~(+2.6 ~~Group~~percent) ~~and Swiss Re~~.

The ~~Indemnity~~income ~~provides~~tax ~~different~~provision ~~mechanisms,~~for ~~subject~~interim toperiods ~~certain~~is ~~limitations,~~based byon ~~which~~an ~~Beazer~~estimated ~~East~~annual iseffective ~~obligated~~tax torate, ~~indemnify~~which ~~the Company~~requires ~~with~~management ~~regard~~ to ~~certain~~make ~~environmental~~its ~~and~~best ~~other~~estimate ~~liabilities~~of ~~and~~annual ~~imposes~~pretax ~~certain~~income ~~conditions~~by domestic onand ~~the~~foreign ~~Company~~jurisdictions ~~before~~and ~~receiving~~other ~~such~~items ~~indemnification~~that impact taxable income. InDuring ~~July~~the ~~2004~~year, ~~the~~management ~~Company~~regularly ~~entered~~updates ~~into~~estimates anbased ~~agreement~~on ~~with~~changes ~~Beazer~~in ~~East~~various tofactors ~~amend~~such ~~the~~as ~~December~~product 29prices, ~~1988~~ ~~asset~~shipments, ~~purchase~~product ~~agreement to provide~~mix, ~~among~~operating ~~other~~and ~~things~~administrative costs, ~~for~~earnings ~~the~~mix ~~continued~~by ~~tender~~taxable ofjurisdiction, ~~pre-closing~~repatriation ~~environmental~~of ~~liabilities~~foreign toearnings, ~~Beazer~~uncertain ~~East~~tax ~~through~~positions ~~July~~and ~~2019. As consideration for~~ the ~~agreement,~~ability ~~Koppers~~to ~~will~~claim ~~pay~~tax ~~Beazer~~credits ~~East~~such ~~four~~as ~~annual installments~~the ~~totaling $7 million, and provide cost~~non-~~sharing~~conventional ~~arrangements~~fuel attax ~~certain~~credit. ofTo the ~~Company’s~~extent ~~operating sites.~~

~~Koppers~~ that ~~Inc~~actual results vary from the estimates at the end of the first quarter, the actual tax provision recognized for 2009 could be materially different from the forecasted annual tax provision as of the end of the first quarter.

~~Notes~~Uncertain toTax ~~Condensed~~Positions ~~Consolidated Financial Statements—(Continued)~~

~~Contamination~~The ~~has~~Company ~~been~~or ~~identified~~one ~~at 19~~ of ~~the~~its ~~Company’s~~subsidiaries ~~owned~~files ~~sites.~~income ~~Three~~tax ~~sites~~returns ~~owned and operated by the Company~~ in ~~the~~U.S. ~~United~~federal ~~States~~jurisdiction, asindividual ~~well~~U.S. asstate ~~one~~jurisdictions ~~former site the Company has sold, are listed on the National Priorities List promulgated under the Comprehensive Environmental Response, Compensation,~~ and ~~Liability~~non-U.S. ~~Act of 1980, as amended (“CERCLA”)~~jurisdictions. ~~The~~With ~~sites~~few ~~include the Company’s Gainesville~~exceptions, ~~Florida wood treating facility;~~ the ~~Galesburg, Illinois wood treating facility; the Florence, South Carolina wood treating facility; and the former Feather River, California wood treating facility, which the~~ Company ~~has~~is ~~sold.~~no ~~Currently,~~longer atsubject ~~the~~to ~~properties acquired from Beazer East (which include all of the National Priorities List sites and all but one of the Resource Conservation and Recovery Act~~U.S. ~~(“RCRA”)-permitted sites)~~federal, ~~substantially~~state ~~all investigative, cleanup~~ and ~~closure activities are being conducted and paid for by Beazer East directly pursuant to the terms of the Indemnity~~local, ~~and~~or ~~as such the Company cannot estimate the total costs that will be incurred~~non-U.S. Inincome ~~addition,~~tax ~~many~~examinations ofby ~~the~~tax ~~Company’s~~authorities ~~sites~~for ~~are~~years orbefore ~~have been operated under RCRA permits, and remedial and closure activities are being conducted thereunder at several of these sites~~2004.

ToAs ~~date~~of March 31, ~~the~~2009 ~~parties~~and ~~that~~December 31, ~~retained~~2008, ~~assumed or agreed to indemnify~~ the ~~Company against~~ ~~the~~total ~~liabilities~~amount ~~referred~~of tounrecognized ~~above~~tax ~~have~~benefits ~~performed their obligations in all material respects. The Company believes~~ that, ~~for~~if ~~the~~recognized, ~~last~~would ~~three~~affect ~~years amounts paid by Beazer East as a result of its environmental remediation obligations under~~ the ~~Indemnity have~~effective ~~averaged~~tax inrate, ~~total~~was approximately $8.3 .2 million ~~per year~~. IfUnrecognized ~~for~~tax ~~any~~benefits ~~reason~~totaled ~~(including~~$4.0 ~~disputed~~million ~~coverage~~as ~~or financial incapability) one or more~~ of ~~such~~March 31, ~~parties~~2009 ~~fail~~and toDecember 31, ~~perform~~2008. ~~their~~The ~~obligations and the~~ Company recognizes isinterest ~~held~~expense ~~liable~~and ~~for~~any orrelated ~~otherwise required~~penalties tofrom ~~pay~~uncertain ~~all~~tax orpositions ~~part~~in ofincome ~~such~~tax ~~liabilities~~expense. ~~without~~As ~~reimbursement, the imposition~~ of ~~such liabilities on the Company could have a material adverse effect on the Company’s business~~March 31, ~~financial~~2009 ~~condition, cash flows~~ and ~~results~~December 31, ~~of operations. In addition~~2008, ~~if Koppers were required to record a liability with respect to all or a portion of such matters on~~ the Company’s ~~balance~~had ~~sheet,~~accrued ~~the~~approximately ~~amount~~$0.8 ofmillion ~~total~~and ~~liabilities~~$0.7 million ~~could~~for ~~exceed~~interest ~~the book value of assets by an additional amount that~~and ~~could~~penalties, ~~be significant~~respectively.

~~Also, contamination has been detected at certain of the Company’s Australian facilities~~11. Inventories These sites include the Company’s tar distillation facility in Mayfield, NSW, Australia and its wood protection chemicals facility in Trentham, Victoria, Australia, which has been listed on the Victorian register of contaminated sites. A total of approximately $1.0 million is reserved for the estimated remediation costs at these sites.

~~Grenada. The~~Net ~~Company,~~inventories along with Beazer East, Illinois Central Railroad and Heatcraft, Inc. (“Heatcraft”), has been named in four toxic tort lawsuits involving numerous plaintiffs in various state courts in Mississippi and one such case in federal court in Mississippi arising from the operation of the Company’s wood treating facility in Grenada, Mississippi (“Grenada”) and an adjacent manufacturing facility operated by Heatcraft. The Complaints allege that plaintiffs were exposed to harmful levels of various toxic chemicals, including creosote and pentachlorophenol, as ~~a result~~ of ~~soil,~~ surface water and groundwater contamination and air emissions from the Grenada facility and the Heatcraft facility. In the state court actions, each plaintiff seeks compensatory damages from the defendants of $5March ~~million and punitive damages of $10 million. There are currently approximately 115 plaintiffs in the state court actions. In the federal court action~~31, ~~each~~2009 ~~plaintiff seeks compensatory damages from the defendants in an unspecified amount~~ and ~~punitive damages of $20 million for each of four counts (gross negligence~~December 31, ~~negligence~~2008 ~~per se, intentional tort and conspiracy). There~~ are ~~currently~~summarized ~~approximately 60 plaintiffs~~ in the ~~federal~~table ~~court~~below: action. Based on the Company’s experience in defending previous toxic tort cases (including its victory in similar litigation involving its Green Spring, West Virginia wood treating facility (“Green Spring”)), the Company does not believe that the damages sought by the plaintiffs in the state court and federal court actions are supported by the facts of the


	March 31, 2009		December 31, 2008
(Dollars in millions)
Raw materials	$	95.1	$	99.6
Work in process		9.5		13.6
Finished goods		92.2		101.5

		196.8		214.7
Less revaluation to LIFO		41.7		42.9

Net	$	155.1	$	171.8

12. Property, Plant and Equipment

Property, plant and equipment as of March 31, 2009 and December 31, 2008 are summarized in the table below:


	March 31, 2009		December 31, 2008
(Dollars in millions)
Land	$	6.3	$	6.3
Buildings		21.0		21.0
Machinery and equipment		469.3		469.4

		496.6		496.7
Less accumulated depreciation		354.8		351.9

Net	$	141.8	$	144.8

13. Pensions and Postretirement Benefit Plans

The Company and its subsidiaries maintain a number of defined benefit and defined contribution plans to provide retirement benefits for employees in the U.S., as well as employees outside the U.S. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”), local statutory law or as determined by the board of directors. The defined benefit pension plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for three domestic non-qualified defined benefit pension plans for certain key executives. The Company has frozen its U.S. qualified and corresponding non-qualified defined benefit pension plans for salaried employees effective December 31, 2006. In addition, the Company has negotiated “soft” freezes with respect to a number of hourly defined benefit pension plans. Such negotiated agreements preclude new employees from entering the defined benefit pension plans.

The defined contribution plans generally provide retirement assets to employee participants based upon employer and employee contributions to the participant’s individual investment account. The Company also provides retiree medical insurance coverage to certain U.S. employees and a life insurance benefit to most U.S. employees.

~~Koppers~~Expense ~~Inc~~related to the Company’s defined contribution plans, including the uniform employer contribution described above, totaled $1.2 million and $1.5 million for the three months ended March 31, 2009 and 2008, respectively. Expense related to the Company’s other postretirement benefit plans totaled $0.2 million for each of the three months ended March 31, 2009 and 2008.

~~Notes~~The tofollowing ~~Condensed~~table ~~Consolidated~~provides ~~Financial~~the ~~Statements—(Continued)~~components of net periodic benefit cost for the pension plans for the three months ended March 31, 2009 and 2008:

cases. The Company is seeking to transfer venue of the state court cases to Grenada County, Mississippi. The venue issue is currently on appeal to the Mississippi Supreme Court. During the pendency of the appeal, discovery in the state court cases has been stayed. However, discovery is continuing in the federal court case. Although the Company intends to vigorously defend these cases, there can be no assurance that an unfavorable resolution of this matter will not have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.


	Three Months Ended March 31,
	2009			2008
(Dollars in millions)
Service cost	$	0.7		$	0.8
Interest cost		2.6			3.0
Expected return on plan assets		(2.1	)		(3.4	)
Settlements		—			(0.1	)
Amortization of prior service cost		0.1			0.1
Amortization of net loss		1.6			0.1
Amortization of transition asset		(0.1	)		(0.1	)

Net periodic benefit cost	$	2.8		$	0.4

~~Somerville~~14. ~~Koppers,~~ Debt along with Burlington Northern Santa Fe Rail Way Company and Solvents and Chemicals, Inc., was named initially in a total of 11 toxic tort lawsuits for a total of approximately 30 plaintiffs that were filed in various state courts in Texas by individuals claiming to be residents of Somerville, Texas. Recently, the Company has been dismissed as a defendant in three of such cases (involving a total of five plaintiffs), and Kerr-McGee Chemicals LLC has been added as a defendant. The Complaints allege that plaintiffs have suffered personal injuries resulting from exposure to chemicals used at the Somerville, Texas wood treating plant, which plant has been owned by the Company since 1995. The plaintiffs seek actual damages and punitive damages in an unspecified amount. Each case is in its early stage, and the Company intends to vigorously defend these cases.

~~There~~Debt ~~are~~at noMarch 31, ~~additional~~2009 ~~contingencies,~~and ~~other than those disclosed herein~~December 31, ~~for~~2008 ~~which~~was ~~the~~as ~~Company~~follows: ~~believes a material additional loss is reasonably possible.~~

Other Environmental Matters


	Weighted Average Interest Rate		Maturity	March 31, 2009		December 31, 2008
(Dollars in millions)
Revolving Credit Facility	—	%	2012	$	—	$	—
Senior Secured Notes	9⁷/8	%	2013		188.0		187.8
Other debt, including capital leases	8.00	%	Various		0.5		0.5

Total					188.5		188.3
Less short term debt and current maturities of long-term debt					0.2		0.2

Long-term debt				$	188.3	$	188.1

InRevolving ~~October~~Credit ~~1996,~~Facility the Company received a Clean Water Act information request from the United States Environmental Protection Agency (“EPA”). This information request asked for comprehensive information on discharge permits, applications for discharge permits, discharge monitoring reports and the analytical data in support of the reports and applications. EPA subsequently alleged that the Company violated various provisions of the Clean Water Act. Koppers subsequently agreed, among other things, to a $2.9 million settlement, payable in three installments. The first two payments, totaling $1.0 million each, were made in April 2004 and 2003, respectively.

~~Additionally, during an investigation initiated by~~The ~~the~~Koppers ~~Company~~Inc. atrevolving ~~the~~credit ~~Company’s Woodward Coke~~ facility ~~prior to its closure in January 1998~~agreement, itas ~~was~~amended ~~discovered that certain environmental records~~ and ~~reports related to the discharge of treated process water contained incomplete and inaccurate information. Corrected reports were submitted to the State of Alabama and EPA~~restated, ~~which resulted in a Complaint against the Company by EPA alleging certain civil and criminal violations of applicable environmental laws. The Company subsequently entered into a plea agreement which~~ provides, ~~among other things,~~ for ~~the~~a ~~payment~~revolving bycredit ~~the~~facility ~~Company~~ of aup to $2300.10 million ~~fine~~at ~~payable~~variable ~~to the government and $0~~rates.9 ~~million~~Borrowings inunder ~~restitution~~the ~~payable~~revolving tocredit ~~the~~facility ~~Black~~are ~~Warrior-Cahaba~~secured ~~Rivers~~by ~~Land~~a ~~Trust~~first inpriority ~~three~~lien ~~equal annual~~on ~~installments~~substantially ~~beginning~~all inof ~~December~~Koppers ~~2002~~Inc. ~~The Company~~’s ~~plea~~assets, ~~was~~including ~~entered in August 2002 and~~ the ~~sentencing~~assets of ~~the~~certain ~~Company~~significant ~~occurred in December 2002~~subsidiaries. AtThe ~~the~~credit ~~sentencing,~~facility ~~the~~contains ~~court,~~certain ~~among~~covenants ~~other~~that ~~things,~~limit ~~approved~~capital ~~the~~expenditures ~~terms~~by ofKoppers ~~the~~Inc. ~~plea~~and ~~agreement previously~~restrict ~~negotiated~~its ~~between~~ability ~~the~~to ~~Company~~incur ~~and~~additional indebtedness, ~~EPA.~~create ~~The~~liens ~~first~~on ~~two~~its ~~payments~~assets, ~~totaling~~enter ~~$1.0~~into ~~million each~~leases, ~~were~~pay ~~made~~dividends inand ~~December~~make ~~2003~~investments ~~and~~or ~~2002, respectively~~acquisitions. AIn ~~failure~~addition, onsuch ~~the~~covenants ~~Company’s~~give ~~part~~rise to ~~comply~~events ~~with~~of ~~the~~default ~~terms~~upon of the ~~compliance~~failure ~~agreement,~~by ~~plea agreement~~Koppers ~~and~~Inc. ~~probation could lead~~ to ~~significant~~meet ~~additional~~certain ~~costs~~financial ~~and sanctions, including the potential for the Company’s suspension or debarment from governmental contracts~~ratios.

As of March 31, 2009, the Company had $284.4 million of unused revolving credit availability for working capital purposes after restrictions from various debt covenants and certain letter of credit commitments. As of March 31, 2009, $14.7 million of commitments were utilized by outstanding letters of credit.

Senior Secured Notes

The 9⁷/8 percent Senior Secured Notes due 2013 (the “Senior Secured Notes”) are guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s subsidiaries. Interest is payable semiannually in arrears on April 15 and October 15 of each year. The Senior Secured Notes and subsidiary guarantees are senior obligations of Koppers Inc. and its subsidiary guarantors, respectively, and are secured by a second priority lien on and security interest in substantially all of the assets owned

by Koppers Inc. and its subsidiary guarantors that secure Koppers Inc.’s obligations under its senior secured credit facilities. After October 15, 2008, the Company is entitled to redeem all or a portion of the Senior Secured Notes at a redemption price of 104.938 percent of principal value, declining annually in ratable amounts until the redemption price is equivalent to the principal value.

The Company has a notional $50.0 million interest rate swap to convert a portion of the Senior Secured Notes from fixed-interest rate debt to ~~Condensed~~floating-interest ~~Consolidated~~rate debt. ~~Financial~~Accordingly, ~~Statements—(Continued)~~the interest rate swap is reflected at fair value in other assets at March 31, 2009 and at December 31, 2008. The Senior Secured Notes subject to the notional amount of the interest rate swap is reflected at fair value at each balance sheet date. At March 31, 2009 and December 31, 2008, the impact of the interest rate swap increased the carrying value of the Senior Secured Notes by $2.2 million and $1.9 million, respectively.

~~(8) Comprehensive~~The ~~Income~~indentures governing the Senior Secured Notes include customary covenants that restrict, among other things, the ability of Koppers Inc. and its subsidiaries to incur additional debt, pay dividends or make certain other restricted payments, incur liens, merge or sell all or substantially all of the assets of Koppers Inc. or its subsidiaries or enter into various transactions with affiliates.

	Three MonthsEnded June 30,					Six MonthsEnded June 30,
	2004			2003		2004			2003
	(In millions)					(In millions)
Net income (loss)	$	4.8		$	2.2	$	4.7		$	(15.5	)
Other comprehensive income (loss):
Unrealized currency translation gain (loss)		(6.3	)		8.1		(5.4	)		12.0
Total comprehensive income (loss)	$	(1.5	)	$	10.3	$	(0.7	)	$	(3.5	)

Guarantees

(The Company’s 60-percent owed subsidiary in China has issued a guarantee of $17.9 million in support of the Company’s 30-percent investment in Tangshan Koppers Kailuan Carbon Chemical Company Limited (“TKK”) ~~Product~~. ~~Warranty Reserves~~The guarantee relates to bank debt incurred by TKK and expires in 2013.

~~The Company accrues for product warranty reserves based on historical loss experience and sales of extended warranties on certain products~~15. Asset ~~The~~Retirement ~~following~~Obligations ~~chart illustrates activity in these reserves:~~

	Three MonthsEnded June 30,						Six MonthsEnded June 30,
	2004			2003			2004			2003
	(In millions)						(In millions)
Beginning warranty reserve	$	5.7		$	5.4		$	5.7		$	5.3
Warranty expense charged to reserve		0.5			0.3			0.6			0.5
Cash expenditures for warranty claims		(0.2	)		(0.1	)		(0.3	)		(0.2	)
Ending warranty reserve	$	6.0		$	5.6		$	6.0		$	5.6

The Company recognizes asset retirement obligations for the removal and disposal of residues; dismantling of certain tanks required by governmental authorities; cleaning and dismantling costs for owned rail cars; and cleaning costs for leased rail cars and barges. The following table reflects changes in the carrying values of asset retirement obligations:

(10) Pension Expense


	March 31, 2009			December 31, 2008
(Dollars in millions)
Balance at beginning of year	$	13.9		$	18.1
Accretion expense		0.3			1.6
Revision in estimated cash flows, net		(0.3	)		0.3
Expenses incurred		(0.4	)		(6.0	)
Currency translation		—			(0.1	)

Balance at end of period	$	13.5		$	13.9

~~The~~16. Deferred ~~following~~Revenue ~~table~~from ~~provides~~Extended ~~the components of net periodic benefit~~Product ~~cost~~Warranty ~~for~~Liabilities ~~the three months ended June 30, 2004 and 2003 (U.S. plans only):~~

	Pension Benefits						Other Benefits
	2004			2003			2004			2003
	(In millions)						(In millions)
Components of net periodic benefit cost:
Service cost	$	0.9		$	0.8		$	0.1		$	0.1
Interest cost		1.7			1.8			0.2			0.2
Expected return on plan assets		(1.5	)		(1.2	)		—			—
Amortization of prior service cost		0.1			0.1			(0.1	)		(0.1	)
Amortization of loss		0.3			0.5			—			—
Net periodic benefit cost	$	1.5		$	2.0		$	0.2		$	0.2

The Company defers revenues associated with extended product warranty liabilities based on historical loss experience and sales of extended warranties on certain products. The following table reflects changes in the carrying values of deferred revenue:


	March 31, 2009			December 31, 2008
(Dollars in millions)
Balance at beginning of year	$	7.5		$	8.2
Deferred revenue for sales of extended warranties		0.1			0.5
Revenue earned		(0.3	)		(1.2	)

Balance at end of period	$	7.3		$	7.5

17. Commitments and Contingent Liabilities

The Company and its subsidiaries are involved in litigation and various proceedings relating to environmental laws and regulations and toxic tort, product liability and other matters. Certain of these matters are discussed below. The ultimate resolution of these contingencies is subject to significant uncertainty and should the company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, these legal matters could, individually or in the aggregate, be material to the consolidated financial statements.

~~Koppers~~Legal ~~Inc.~~Proceedings

~~Notes~~Coal toTar ~~Condensed~~Pitch ~~Consolidated~~Cases. Koppers ~~Financial~~Inc., ~~Statements—~~along with other defendants, is currently a defendant in lawsuits filed in a variety of states in which the plaintiffs claim they suffered a variety of illnesses (~~Continued~~including cancer) as a result of exposure to coal tar pitch sold by the defendants. There are 102 plaintiffs in 57 cases pending as of March 31, 2009 as compared to 99 plaintiffs in 55 cases at December 31, 2008. As of March 31, 2009, there are a total of 51 cases pending in state court in Pennsylvania, one case each pending in state courts in Tennessee, Washington and Illinois, two cases pending in an Indiana state court and one case pending in the United States District Court for the District of Oregon.

The ~~following~~plaintiffs ~~table~~in ~~provides~~all 57 pending cases seek to recover compensatory damages, while plaintiffs in 45 cases also seek to recover punitive damages. The plaintiffs in the ~~components~~51 cases filed in Pennsylvania state court seek unspecified damages in excess of ~~net~~the ~~periodic~~court’s ~~benefit~~minimum ~~cost~~jurisdictional ~~for~~limit. The plaintiffs in the ~~six~~two ~~months~~cases ~~ended~~filed ~~June~~in ~~30,~~Indiana ~~2004~~ state court and ~~2003~~the one (Ucase filed in Washington state court also seek damages in an unspecified amount.S The plaintiff in the Oregon case seeks damages in excess of $1.8 ~~plans~~million. ~~only):~~The plaintiffs in the Tennessee state court case each seek damages of $15.0 million. The plaintiff in the Illinois state court case seeks compensatory damages in excess of $50,000.

	Pension Benefits						Other Benefits
	2004			2003			2004			2003
	(In millions)						(In millions)
Components of net periodic benefit cost:
Service cost	$	1.8		$	1.6		$	0.2		$	0.2
Interest cost		3.4			3.6			0.4			0.4
Expected return on plan assets		(3.0	)		(2.4	)		—			—
Amortization of prior service cost		0.2			0.2			(0.2	)		(0.2	)
Amortization of loss		0.6			1.0			—			—
Curtailment charge		0.2			—			—			—
Net periodic benefit cost	$	3.2		$	4.0		$	0.4		$	0.4

The other defendants in these lawsuits vary from case to case and include companies such as Beazer East, Inc., United States Steel Corporation, Honeywell International Inc., Vertellus Specialties Inc., Dow Chemical Company, Rust-Oleum Corporation, UCAR Carbon Company, Inc., Exxon Mobil Corporation, Chemtura Corporation, SGL Carbon Corporation, Alcoa, Inc., and PPG Industries, Inc. Discovery is proceeding in these cases. The Company has not provided a reserve for these lawsuits because, at this time, the Company cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. Although Koppers Inc. is vigorously defending these cases, an unfavorable resolution of these matters may have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

InSomerville ~~the~~Cases. Koppers ~~first~~Inc. ~~quarter~~is currently defending five sets of ~~2004~~state ~~the Company’s~~court ~~Board~~cases ofin ~~Directors~~Texas ~~amended~~(Antu, ~~the~~Baade, ~~salaried~~Davis, ~~pension~~Hensen ~~plan~~and ~~for~~Moses) Uinvolving approximately 150 plaintiffs who allegedly have worked or resided in Somerville, Texas, where Koppers Inc.S has operated a wood treatment plant since 1995. ~~employees~~Koppers tohas ~~reduce~~been ~~benefits~~named, ~~effective~~but ~~June~~not 1served, ~~2004~~in another case (Asselin) that has 11 more plaintiffs who allegedly worked or resided in Somerville, Texas. ~~The~~These ~~amendment~~cases ~~resulted~~are pending in aBurleson ~~curtailment~~County, ~~charge~~Texas ofand $0in Tarrant County, Texas.2 ~~million~~The inBNSF ~~the~~has ~~first~~also ~~quarter~~been named as a defendant in these cases. The ~~estimated~~complaints ~~effect~~allege onthat ~~pension~~plaintiffs have suffered personal injuries (including death, in some cases) resulting from exposure to wood preservative chemicals used at the ~~expense~~Somerville, ~~for~~Texas ~~fiscal~~wood ~~2004~~treatment asplant. aThe ~~result~~complaints ofin the ~~amendment~~Moses, isDavis aand ~~reduction~~Asselin ofcases ~~approximately~~additionally ~~$0.9~~allege ~~million~~that plaintiffs have suffered property damage.

~~(11) Subsidiary~~The ~~Guarantors~~complaints seek to recover various damages for each plaintiff, including compensatory and punitive damages within the jurisdictional limits of the court for, among other things, bodily injuries, pain and mental anguish, emotional distress, medical monitoring, medical expenses, diminished earning capacity, permanent disability, physical impairment and/or disfigurement, loss of companionship and society, loss of consortium, devaluation of property, loss of use and enjoyment of personal property, loss of use and enjoyment of real property, property damage, property remediation costs, funeral and burial expenses and lost wages.

~~The~~There ~~Company’s~~are ~~payment~~a total ~~obligations~~of ~~under~~44 ~~the~~plaintiffs ~~9 7/8%~~(six ~~Senior~~of ~~Subordinated~~whom ~~Notes~~have ~~due~~claims ~~2013~~pending (against only the ~~“New Notes”~~BNSF) ~~are~~in ~~fully~~the ~~and~~Moses ~~unconditionally~~cases. ~~guaranteed~~These onplaintiffs aseek ~~joint~~compensatory and ~~several~~punitive ~~basis~~damages byin ~~Koppers~~an (unspecified amount in excess of the ~~parent)~~court’s ~~100%-owned~~minimum ~~subsidiaries,~~jurisdictional ~~Koppers~~limit ~~Australia~~for alleged ~~Pty~~personal ~~Ltd~~injuries and property damages. ~~(the~~There ~~“Australian~~are ~~Guarantor~~a ~~Subsidiaries”)~~total of ten plaintiffs in the Antu case, four of whom have claims pending against only the BNSF. These plaintiffs also seek compensatory and ~~Koppers~~punitive ~~Industries~~damages ofin ~~Delaware,~~an unspecified ~~Inc.~~amount (in excess of the ~~“Other~~court’s ~~Guarantor~~minimum ~~Subsidiaries”)~~jurisdictional limit. The ~~Notes~~plaintiffs ~~have~~in ~~not~~the ~~been~~Hensen ~~guaranteed~~case byseek ~~KHC~~compensatory ~~Assurance~~and punitive damages in excess of $75,000 ~~Inc~~each., ~~Koppers~~The ~~Europe,~~Hensen ~~KSA~~case ~~Limited~~identifies ~~Partnership~~a total of 93 plaintiffs, ~~Koppers~~one ~~Arch~~of ~~Investments~~whom ~~Pty~~has a ~~Ltd~~claim pending against only the BNSF., orThe ~~Koppers~~Davis ~~(China)~~case ~~Carbon~~involves one plaintiff who seeks compensatory and ~~Chemical~~punitive Codamages in an unspecified amount in excess of the court’s minimum jurisdictional limit., ~~Limited~~There are a total of 25 plaintiffs ~~(collectively,~~in the ~~“Non-Guarantor~~Baade ~~Subsidiaries”)~~case. ~~The~~These ~~principal~~plaintiffs ~~elimination~~seek ~~entries~~compensatory ~~eliminate~~and ~~investments~~punitive damages in ~~subsidiaries~~an ~~and~~unspecified ~~intercompany~~amount ~~balances~~in ~~and~~excess ~~transactions~~of the court’s minimum jurisdictional limit for alleged personal injuries.

In addition to the cases pending in state court, the Company is currently defending one case that is pending on appeal in the United States Court of Appeals for the Fifth Circuit. That case, Bullard, involves a total of 144 plaintiffs who seek compensatory damages in an unspecified amount in excess of the court’s minimum jurisdictional limit for alleged personal injuries. The BNSF is also a named defendant in the Bullard case, along with three additional defendants. The Company has not provided a reserve for these matters because, at this time, it cannot reasonably determine the probability of a loss, and the amount of loss, if any,

cannot be reasonably estimated. Although Koppers Inc. is vigorously defending these cases, an unfavorable resolution of these matters may have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

~~Notes~~Grenada to– ~~Condensed~~All ~~Consolidated~~Cases . Koppers ~~Financial~~Inc., ~~Statements—~~together with various co-defendants (~~Continued~~including Beazer East), has been named as a defendant in toxic tort lawsuits in state court in Mississippi (see “Grenada – State Court Cases” below) and in federal court in Mississippi (see “Grenada – Federal Court Cases” below) arising from the operation of the Grenada facility. The complaints allege that plaintiffs were exposed to harmful levels of various toxic chemicals, including creosote, pentachlorophenol, polycyclic aromatic hydrocarbons and dioxin, as a result of soil, surface water and groundwater contamination and air emissions from the Grenada facility and, in some cases, from an adjacent manufacturing facility operated by Heatcraft, Inc. Based on the experience of Koppers Inc. in defending previous toxic tort cases, the Company does not believe that the damages sought by the plaintiffs in the state and federal court cases are supported by the facts of the cases. The Company has not provided a reserve for these lawsuits because, at this time, it cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. Although Koppers Inc. intends to vigorously defend these cases, there can be no assurance that an unfavorable resolution of these matters will not have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. See “Environmental and Other Liabilities Retained or Assumed by Others” for additional information.

~~Condensed~~Grenada ~~Consolidating~~– ~~Statement~~Federal ofCourt ~~Operations~~ Cases.

~~For~~Beck Case – The complaint in this case was originally filed by approximately 110 plaintiffs. Pursuant to an order granting defendants’ motion to sever, the ~~Three~~court ~~Months~~dismissed ~~Ended~~the ~~June~~claims 30of 98 plaintiffs in the Beck case without prejudice to their right to re-file their complaints. In December 2005, ~~2004~~94 of the 98 plaintiffs in the Beck case whose claims were dismissed re-filed their complaints. The plaintiffs in the 94 cases that were re-filed seek compensatory damages from the defendants of at least $5.0 million for each of eight counts and punitive damages of at least $10.0 million for each of three counts (in addition to damages in an unspecified amount for alleged trespass and nuisance). No discovery orders have been issued with respect to the 94 additional cases. The claims of 11 of the 12 plaintiffs whose claims were not dismissed are still pending. The 11 remaining plaintiffs seek compensatory damages from the defendants in an unspecified amount and punitive damages of $20.0 million for each of four counts.

The first of these trials commenced in April 2006, and the jury returned a verdict against Koppers Inc. for compensatory damages of 20 percent of $785,000 (Inafter ~~millions~~reduction by the court) and no liability for punitive damages. Koppers Inc. appealed the judgment entered against it to the United States Court of Appeals for the Fifth Circuit which granted a reversal of the district court’s judgment in June 2008. The Court of Appeals subsequently denied plaintiff’s petition for rehearing in October 2008. In February 2009 the district court denied plaintiffs’ motion to consolidate three of the remaining 11 cases for trial. A discovery schedule has been set for the next case which is scheduled to go to trial in February 2010.

	Parent		Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- GuarantorSubsidiaries		ConsolidatingAdjustments			Consolidated
Net sales	$	153.4	$	31.9	$	2.9		$	66.6	$	(5.3	)	$	249.5
Operating expenses:
Cost of sales including depreciation and amortization		139.7		24.4		0.1			56.1		(5.3	)		215.0
Selling, general and administrative		6.8		2.4		—			4.2		—			13.4
Total operating expenses		146.5		26.8		0.1			60.3		(5.3	)		228.4
Operating profit		6.9		5.1		2.8			6.3		—			21.1
Other income (expense)		10.2		—		8.5			—		(18.7	)		—
Income before interest expense, income taxes and minority interest		17.1		5.1		11.3			6.3		(18.7	)		21.1
Interest expense (income)		8.8		1.4		(0.2	)		0.3		(1.3	)		9.0
Income tax provision		3.5		1.1		0.1			1.7		—			6.4
Minority interest		—		—		—			0.9		—			0.9
Net income (loss)	$	4.8	$	2.6	$	11.4		$	3.4	$	(17.4	)	$	4.8

On December 31, 2008, the Company filed a motion asking the District Court to reconsider prior orders which transferred the trial of the Beck federal cases to Greenville, Mississippi from Oxford, Mississippi. On January 29, 2009, the District Court denied the motion to reconsider, but certified the issue for interlocutory appeal to the United States Court of Appeals for the Fifth Circuit.

Koppers Inc. filed a Petition for Interlocutory Appeal with the United States Court of Appeals for the Fifth Circuit on February 5, 2009. The Company subsequently filed a Petition for a Writ of Mandamus with the Fifth Circuit, seeking an order that the District Court conduct all future trials in Oxford, where plaintiffs originally filed suit. On April 3, 2009, a three judge panel of the Fifth Circuit granted the petition for a writ of mandamus. Subsequently the same panel denied the Petition of Interlocutory Appeal. Plaintiff has filed a petition to vacate the decision of the three-judge panel. There has been no ruling on the plaintiff’s position.

Ellis Case – There are approximately 1,180 plaintiffs in this case. Each plaintiff seeks compensatory damages from the defendants of at least $5.0 million for each of seven counts and punitive damages of at least $10.0 million for each of three counts (in addition to damages for an unspecified amount for trespass and nuisance). The Ellis complaint also requests injunctive relief. These cases have been stayed pending the completion of the trials for the remaining 11 plaintiffs in the Beck case.

Grenada – State Court Cases. The state court cases were brought on behalf of approximately 214 plaintiffs in five counties in Mississippi. Each plaintiff seeks compensatory damages from the defendants of at least $5.0 million for each of up to eight

counts and punitive damages of at least $10.0 million for each of three counts. Certain plaintiffs also seek damages for alleged trespass and private nuisance in unspecified amounts together with injunctive relief. The Mississippi Supreme Court ordered that the claims of the plaintiffs in the pending state court cases filed in counties other than Grenada County (approximately 110 cases) be severed and transferred to Grenada County. Plaintiffs’ counsel attempted to transfer ten such cases to Grenada County but all ten cases were dismissed by the Court. Motions to dismiss the remaining plaintiffs in the four non-Grenada County cases are pending. In February 2009, the court in Washington County entered an order granting plaintiffs 30 days from January 30, 2009 to show good cause why the cases pending in Washington County should not be dismissed. Plaintiffs requested 60 days to effectuate a settlement with a defendant other than Koppers Inc., but no further action has been taken since that time.

~~Notes~~With respect to ~~Condensed~~the ~~Consolidated~~state ~~Financial~~court ~~Statements—(Continued)~~case that was originally filed in Grenada County, the court granted the defendants’ motion to sever the claims of these plaintiffs for improper joinder. These plaintiffs then filed 104 individual complaints in Grenada County. Substantially 46 of the cases have been dismissed for various procedural reasons, and summary judgments based on the Mississippi statute of limitations have been entered in 40 of the cases. Plaintiffs have appealed the summary judgment orders to the Mississippi Supreme Court. In the remaining 18 cases, motions to dismiss or, in the alternative, summary judgment, are pending before the Circuit Court.

~~Condensed~~On ~~Consolidating~~March 3, ~~Statement~~2009, one of ~~Operations~~the plaintiffs who had been dismissed in the state court cases filed suit in Grenada County Circuit Court against Koppers Inc., Beazer East, Three Rivers Management, Inc. and the Illinois Central Railroad Company. Plaintiff is seeking actual and compensatory damages in excess of $20.0 million and punitive damages in an unspecified amount. The defendants have answered the complaint.

~~For~~Discontinued Operations. The Company sold its 51 percent interest in Koppers Arch Investments Pty Limited and its subsidiaries (“Koppers Arch”) in July 2007 to Arch Chemicals, Inc. and has provided an indemnity to Arch Chemicals for the Company’s ~~Six~~share ~~Months~~of ~~Ended~~liabilities, ~~June~~if 30any, ~~2004~~arising from certain types of obligations and claims that arose prior to the Company’s sale of its interest in Koppers Arch. Koppers Inc. has received three notices from Arch Chemicals asserting claims for indemnification under the share purchase agreement. The first notice relates to environmental issues related to the condition of certain property associated with the Auckland, New Zealand operations of Koppers Arch Wood Protection (NZ) Limited. Reserving all rights, Koppers has agreed to participate in the payment of attorneys’ fees and related expenses relating to this matter until further notice. The two other notices relate to legal actions that have been filed in the High Court of New Zealand Auckland Registry against a third party and against Arch Wood Protection (NZ) Limited by a competitor of Arch Wood Protection (NZ) Limited. The competitor/plaintiff alleges, among other things, claims of defamation, injurious falsehood, conspiracy and violation of the New Zealand Fair Trading Act. Reserving all rights, Koppers has agreed to participate in the payment of attorneys’ fees and related expenses relating to these matters until further notice. The plaintiff seeks damages of approximately $10.8 million. The Company has not provided a reserve for these matters because, at this time, it cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. An unfavorable resolution of these matters may have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

(Other Matters. In ~~millions)~~January 2009, the Company received a questionnaire from the India Ministry of Commerce and Industry inquiring about the Company’s sales of carbon black into the Indian market. The Association of Carbon Black Manufacturers contend that carbon black manufacturers from a number of countries including Australia are dumping carbon black into the Indian market and they are seeking the imposition of dumping duties on a retrospective basis. The Company has responded to the questionnaire.

	Parent		Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- GuarantorSubsidiaries		ConsolidatingAdjustments			Consolidated
Net sales	$	288.9	$	63.0	$	5.4		$	130.8	$	(11.2	)	$	476.9
Operating expenses:
Cost of sales including depreciation and amortization		266.4		51.8		—			111.4		(11.2	)		418.4
Selling, general and administrative		13.9		4.5		—			8.3		—			26.7
Total operating expenses		280.3		56.3		—			119.7		(11.2	)		445.1
Operating profit		8.6		6.7		5.4			11.1		—			31.8
Other income (expense)		17.1		—		14.7			—		(31.7	)		0.1
Income before interest expense, income taxes and minority interest		25.7		6.7		20.1			11.1		(31.7	)		31.9
Interest expense (income)		17.6		2.1		(0.5	)		0.7		(2.0	)		17.9
Income tax provision		3.4		1.4		0.2			2.4		—			7.4
Minority interest		—		—		—			1.9		—			1.9
Net income (loss)	$	4.7	$	3.2	$	20.4		$	6.1	$	(29.7	)	$	4.7

Legal Reserves Rollforward. The following table reflects changes in the accrued liability for legal proceedings:


	March 31, 2009		December 31, 2008
(Dollars in millions)
Balance at beginning of year	$	—	$	0.4
Reversal of reserves		—		(0.3	)
Cash expenditures		—		(0.2	)
Currency translation		—		0.1

Balance at end of period	$	—	$	—

~~Koppers~~Reversal ~~Inc~~of reserves in 2008 primarily relates to the reversal of the Grenada federal court verdict that was reversed by an appeals court.

~~Notes~~Environmental toand ~~Condensed~~Other ~~Consolidated~~Litigation ~~Financial~~Matters ~~Statements—(Continued)~~

~~Condensed~~The ~~Consolidating~~Company ~~Statement~~is subject to federal, state, local and foreign laws and regulations and potential liabilities relating to the protection of ~~Operations~~the environment and human health and safety including, among other things, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, the discharge of effluent into waterways, the emission of substances into the air and various health and safety matters. The Company’s subsidiaries expect to incur substantial costs for ongoing compliance with such laws and regulations. The Company’s subsidiaries may also face governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with past and present operations. The Company accrues for environmental liabilities when a determination can be made that they are probable and reasonably estimable.

~~For~~Environmental and Other Liabilities Retained or Assumed by Others. The Company has agreements with former owners of certain of its operating locations under which the ~~Three~~former ~~Months~~owners ~~Ended~~retained, ~~June~~assumed 30and/or agreed to indemnify the Company against certain environmental and other liabilities. The most significant of these agreements was entered into at Koppers Inc.’s formation on December 29, ~~2003~~1988 (the “Acquisition”). Under the related asset purchase agreement between the Company and Beazer East, subject to certain limitations, Beazer East retained the responsibility for and agreed to indemnify the Company against certain liabilities, damages, losses and costs, including, with certain limited exceptions, liabilities under and costs to comply with environmental laws to the extent attributable to acts or omissions occurring prior to the Acquisition and liabilities related to products sold by Beazer East prior to the Acquisition (the “Indemnity”). Beazer Limited, the parent company of Beazer East, unconditionally guaranteed Beazer East’s performance of the Indemnity pursuant to a guarantee (the “Guarantee”). In 1998, the parent company of Beazer East purchased an insurance policy under which the funding and risk of certain environmental and other liabilities relating to the former Koppers Company, Inc. operations of Beazer East (which includes locations purchased from Beazer East by the Company) are underwritten by Centre Solutions (a member of the Zurich Group) and Swiss Re. Beazer East is a wholly-owned indirect subsidiary of Heidelberg Cement AG.

(The Indemnity provides different mechanisms, subject to certain limitations, by which Beazer East is obligated to indemnify Koppers Inc. with regard to certain environmental, product and other liabilities and imposes certain conditions on Koppers Inc. before receiving such indemnification, including, in some cases, certain limitations regarding the time period as to which claims for indemnification can be brought. In ~~millions)~~July 2004, Koppers Inc. and Beazer East agreed to amend the environmental indemnification provisions of the December 29, 1988 asset purchase agreement to extend the indemnification period for pre-closing environmental liabilities through July 2019. As consideration for the amendment, Koppers Inc. paid Beazer East a total of $7.0 million and agreed to share toxic tort litigation defense costs arising from any sites acquired from Beazer East. The July 2004 amendment did not change the provisions of the Indemnity with respect to indemnification for non-environmental claims, such as product liability claims, which claims may continue to be asserted after July 2019.

	Parent		Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- GuarantorSubsidiaries			ConsolidatingAdjustments			Consolidated
Net sales	$	137.4	$	30.1	$	2.3		$	55.2		$	(5.6	)	$	219.4
Operating expenses:
Cost of sales including depreciation and amortization		125.4		24.5		—			49.2			(5.6	)		193.5
Selling, general and administrative		8.4		2.1		—			5.3			—			15.8
Total operating expenses		133.8		26.6		—			54.5			(5.6	)		209.3
Operating profit		3.6		3.5		2.3			0.7			—			10.1
Other income (expense)		4.4		—		6.6			—			(10.9	)		0.1
Income (loss) before interest expense, income taxes and minority interest		8.0		3.5		8.9			0.7			(10.9	)		10.2
Interest expense (income)		5.1		—		(0.2	)		0.3			—			5.2
Income tax provision (benefit)		0.7		1.0		—			0.7			—			2.4
Minority interest		—		—		—			0.4			—			0.4
Net income (loss)	$	2.2	$	2.5	$	9.1		$	(0.7	)	$	(10.9	)	$	2.2

Qualified expenditures under the Indemnity are not subject to a monetary limit. Qualified expenditures under the Indemnity include (i) environmental cleanup liabilities required by third parties, such as investigation, remediation and closure costs, relating to pre-December 29, 1988, or Pre-Closing, acts or omissions of Beazer East or its predecessors; (ii) environmental claims by third parties for personal injuries, property damages and natural resources damages relating to Pre-Closing acts or omissions of Beazer East or its predecessors; (iii) punitive damages for the acts or omissions of Beazer East and its predecessors without regard to the date of the alleged conduct and (iv) product liability claims for products sold by Beazer East or its predecessors without regard to the date of the alleged conduct. If the third party claims described in sections (i) and (ii) above are not made by July 2019, Beazer East will not be required to pay the costs arising from such claims under the Indemnity. However, with respect to any such claims which are made by July 2019, Beazer East will continue to be responsible for such claims under the Indemnity beyond July 2019. The Indemnity provides for the resolution of issues between Koppers Inc. and Beazer East by an arbitrator on an expedited basis upon the request of either party. The arbitrator could be asked, among other things, to make a determination regarding the allocation of environmental responsibilities between Koppers Inc. and Beazer East. Arbitration decisions under the Indemnity are final and binding on the parties.

Contamination has been identified at most of the Company’s manufacturing and other sites. Three sites currently owned and operated by the Company in the United States are listed on the National Priorities List promulgated under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”). Currently, at the properties

~~Koppers~~ acquired ~~Inc~~from Beazer East (which include all of the National Priorities List sites and all but one of the sites permitted under the Resource Conservation and Recovery Act (“RCRA”)), a significant portion of all investigative, cleanup and closure activities are being conducted and paid for by Beazer East pursuant to the terms of the Indemnity. In addition, other of the Company’s sites are or have been operated under RCRA and various other environmental permits, and remedial and closure activities are being conducted at some of these sites.

~~Notes~~To date, the parties that retained, assumed and/or agreed to ~~Condensed~~indemnify ~~Consolidated~~the ~~Financial~~Company ~~Statements—(Continued)~~against the liabilities referred to above, including Beazer East, have performed their obligations in all material respects. The Company believes that, for the last three years, amounts paid by Beazer East as a result of its environmental remediation obligations under the Indemnity have averaged in total approximately $11.7 million per year. Periodically, issues have arisen between Koppers Inc. and Beazer East and/or other indemnitors that have been resolved without arbitration. Koppers Inc. and Beazer East engage in discussions from time to time that involve, among other things, the allocation of environmental costs related to certain operating and closed facilities.

~~Condensed~~If ~~Consolidating~~for ~~Statement~~any reason (including disputed coverage or financial incapability) one or more of ~~Operations~~such parties fail to perform their obligations and the Company is held liable for or otherwise required to pay all or part of such liabilities without reimbursement, the imposition of such liabilities on the Company could have a material adverse effect on its business, financial condition, cash flows and results of operations. Furthermore, the Company could be required to record a contingent liability on its balance sheets with respect to such matters, which could result in a negative adjustment to the Company’s net worth.

~~For~~Domestic Environmental Matters. Koppers Inc. is named as a potentially responsible party (a “PRP”) at two CERCLA Superfund sites and believes it is a minor participant in each of the ~~Six~~sites. ~~Months~~The ~~Ended~~Company ~~June~~has 30provided a reserve for CERCLA sites totaling $0.2 million as of March 31, ~~2003~~2009.

~~(In~~The ~~millions)~~Company has been named as a PRP at a third site, the Portland Harbor CERCLA site located on the Willamette River in Oregon. The Company has replied to an EPA Information request and has executed a PRP agreement which outlines the process to develop an allocation of past and future costs. The Company currently operates a coal tar pitch terminal near the site. The current estimate for past costs incurred in the remedial investigation/feasibility study is $100 million. Separate from the EPA activities, a natural resources damages assessment is being conducted by a local trustee group. The Company has not provided a reserve for this matter because, at this time, it cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. An unfavorable resolution of this matter may have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

	Parent			Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- GuarantorSubsidiaries			ConsolidatingAdjustments			Consolidated
Net sales	$	251.9		$	56.2	$	4.8		$	108.1		$	(10.6	)	$	410.4
Operating expenses:
Cost of sales including depreciation and amortization		235.1			45.6		—			95.8			(10.6	)		365.9
Selling, general and administrative		15.2			3.8		—			8.7			—			27.7
Total operating expenses		250.3			49.4		—			104.5			(10.6	)		393.6
Operating profit		1.6			6.8		4.8			3.6			—			16.8
Other income (expense)		11.3			—		10.7			(0.3	)		(21.8	)		(0.1	)
Income (loss) before interest expense, income taxes and minority interest		12.9			6.8		15.5			3.3			(21.8	)		16.7
Interest expense (income)		11.0			—		(0.7	)		0.6			(0.4	)		10.5
Income tax provision (benefit)		(0.7	)		2.0		—			1.6			—			2.9
Minority interest		—			—		—			0.7			—			0.7
Income (loss) before cumulative effect of accounting change		2.6			4.8		16.2			0.4			(21.4	)		2.6
Cumulative effect of accounting change:
Asset retirement obligations, net of tax of $11.7		(18.1	)		—		—			—			—			(18.1	)
Net income (loss)	$	(15.5	)	$	4.8	$	16.2		$	0.4		$	(21.4	)	$	(15.5	)

The Illinois Environmental Protection Agency (the “IEPA”) has requested that Koppers Inc. conduct a voluntary investigation of soil and groundwater at its Stickney, Illinois carbon materials and chemicals facility. The IEPA advised Koppers Inc. that it made such request as a result of a reported release of oil-like material from Koppers Inc.’s property into an adjacent river canal. Koppers Inc. is conducting such investigation in cooperation with Beazer East. The Company and Beazer East have engaged consultants to assist the Company in preparing a remediation strategy and an estimate of potential costs and have submitted a plan to conduct the remediation on this site. The Company has provided a reserve for this matter totaling $1.6 million as of March 31, 2009.

In August 2005, the Pennsylvania Department of Environmental Protection (the “PADEP”) proposed a fine related to alleged water discharge exceedances from a storm water sewer pipe at the Company’s tar distillation facility in Clairton, Pennsylvania. In December 2006, the Company reached a preliminary settlement of the fine with the PADEP for $0.5 million, subject to the execution of a consent order that the Company is currently negotiating with the PADEP. Accordingly, the Company has reserved the amount of the settlement. The Company also proposed to undertake certain engineering and capital improvements to address this matter. In December 2007, the Company agreed to contribute the capital improvements, primarily a new sewer line, to the city of Clairton and accordingly, has provided a reserve of $1.6 million as of March 31, 2009.

Australian Environmental Matters. Soil and groundwater contamination has been detected at certain of the Company’s Australian facilities. At the Company’s tar distillation facility in Newcastle, New South Wales, Australia, soil contamination from an abandoned underground coal tar pipeline and other groundwater contamination have been detected at a property adjacent to the facility. In December 2006 the Company and the owner of the adjacent property reached an agreement in principle pursuant to which the Company will contribute $1.3 million and the owner of the adjacent property will contribute $4.6 million toward remediation of the property. Subject to the approval of a remediation action plan by local environmental authorities, the agreement in principle provides that the Company will assume responsibility for the management of the remediation effort and

~~Koppers~~ will ~~Inc~~indemnify the current owner for any remediation costs in excess of its agreed contribution. At the completion of the remediation, the agreement in principle provides that the property will be transferred to the Company. The Company has reserved its expected total remediation costs of $1.3 million at March 31, 2009.

~~Notes~~Other Australian environmental matters include soil and groundwater remediation at two former wood products facilities in Australia which are being prepared for future sale. With respect to ~~Condensed~~the ~~Consolidated~~first ~~Financial~~facility ~~Statements—(Continued)~~in Hume, Australia, the soil remediation is substantially complete. In the fourth quarter of 2006, a Phase II environmental assessment was completed that indicated estimated groundwater remediation costs of between $0.5 million and $1.7 million. No remediation work has commenced to date. With respect to the second facility in Thornton, Australia, a draft remediation action plan has been developed to address contaminated soil and groundwater contamination. The Company has reserved $3.1 million for remediation costs at these sites which represents its best estimate of groundwater and remaining soil remediation.

~~Condensed~~Environmental ~~Consolidating~~Reserves ~~Balance~~Rollforward. The ~~Sheet~~following table reflects changes in the accrued liability for environmental matters:

June 30, 2004


	March 31, 2009			December 31, 2008
(Dollars in millions)
Balance at beginning of year	$	11.7		$	12.5
Expense		—			1.9
Reversal of reserves		—			(0.1	)
Cash expenditures		(0.1	)		(1.4	)
Currency translation		(0.2	)		(1.2	)

Balance at end of period	$	11.4		$	11.7

~~(In~~Expense ~~millions)~~for 2008 consisted primarily of accruals related to the Thornton site.

	Parent			Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries		Non- GuarantorSubsidiaries			ConsolidatingAdjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	1.9	$	—	$	3.5		$	—		$	5.4
Accounts receivable, net		123.9			17.1		246.2		62.3			(333.1	)		116.4
Inventories		63.5			23.2		—		27.7			—			114.4
Deferred tax benefit		8.9			—		—		—			—			8.9
Other		0.7			1.9		—		4.5			—			7.1
Total current assets		197.0			44.1		246.2		98.0			(333.1	)		252.2
Equity investments		268.0			13.1		23.8		—			(302.3	)		2.6
Fixed assets, net		91.8			22.1		—		42.6			—			156.5
Goodwill		12.0			13.9		—		9.2			—			35.1
Deferred tax benefit		44.6			—		4.9		2.1			—			51.6
Other assets		16.3			—		—		1.8			—			18.1
Total assets	$	629.7		$	93.2	$	274.9	$	153.7		$	(635.4	)	$	516.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	246.8		$	46.7	$	1.1	$	102.5		$	(333.0	)	$	64.1
Accrued liabilities		31.6			7.4		1.5		17.4			—			57.9
Current portion of term loans		4.0			—		—		—			—			4.0
Total current liabilities		282.4			54.1		2.6		119.9			(333.0	)		126.0
Long-term debt		355.0			—		3.8		9.2			—			368.0
Other long-term liabilities		72.9			1.4		—		18.9			—			93.2
Total liabilities		710.3			55.5		6.4		148.0			(333.0	)		587.2
Minority interest		—			—		—		9.5			—			9.5
Stockholders’ equity (deficit)		(80.6	)		37.7		268.5		(3.8	)		(302.4	)		(80.6	)
Total liabilities and stockholders’ equity	$	629.7		$	93.2	$	274.9	$	153.7		$	(635.4	)	$	516.1

18. Financial Information for Subsidiary Guarantors

The Company’s payment obligations under the 9⁷/8% Senior Secured Notes due 2013 (the “Senior Secured Notes”) are fully and unconditionally guaranteed on a joint and several basis by Koppers Inc. (the parent) subsidiaries Koppers Australia Pty. Limited, and Koppers Delaware, Inc. (collectively, the “Guarantor Subsidiaries”). The Notes have not been guaranteed by Koppers Assurance, Inc., Koppers Europe, KSA Limited Partnership, or Koppers China (collectively, the “Non-Guarantor Subsidiaries”). The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

~~Koppers~~Condensed ~~Inc.~~Consolidating Statement of Operations

~~Notes~~For tothe ~~Condensed~~Three ~~Consolidated~~Months ~~Financial~~Ended ~~Statements—(Continued)~~March 31, 2009

Condensed Consolidating Balance Sheet


	Parent			Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
(Dollars in millions)
Net sales	$	190.0		$	33.7	$	10.7	$	53.1	$	(14.8	)	$	272.7
Cost of sales including depreciation and amortization		169.1			30.1		6.8		48.7		(14.8	)		239.9
Selling, general and administrative		7.8			2.7		0.4		3.1		—			14.0

Operating profit		13.1			0.9		3.5		1.3		—			18.8
Other income (expense)		4.8			0.2		1.1		0.3		(6.4	)		—
Interest expense (income)		5.7			0.6		—		0.3		(1.2	)		5.4
Income taxes		4.7			0.2		0.1		0.4		—			5.4

Income from continuing operations		7.5			0.3		4.5		0.9		(5.2	)		8.0
Discontinued operations		(0.2	)		—		—		—		—			(0.2	)
Noncontrolling interests		—			—		—		0.5		—			0.5

Net income attributable to Koppers	$	7.3		$	0.3	$	4.5	$	0.4	$	(5.2	)	$	7.3

~~December~~Condensed ~~31,~~Consolidating ~~2003~~Statement of Operations

~~(In~~For ~~millions)~~the Three Months Ended March 31, 2008

	Parent			Australian Guarantor Subsidiaries	~~Australian Guarantor Subsidiaries~~		Other Guarantor Subsidiaries	~~Other Guarantor Subsidiaries~~		Non-Guarantor Subsidiaries	~~Non-GuarantorSubsidiaries~~		Consolidating Adjustments		~~ConsolidatingAdjustments~~		Consolidated		~~Consolidated~~
ASSETS
(Dollars in millions)
Current assets:
Net sales	$	193.3		$	52.6		$	10.4		$	86.6		$	(11.7	)		$	331.2
Cash and cash equivalents	$	0.4			$	4.3		$	—		$	4.9			$	—			$	9.6
Cost of sales including depreciation and amortization		170.4			41.5			6.6			76.0			(11.9	)			282.6
Accounts receivable, net		107.1				17.2			228.4			52.4				(305.5	)			99.6
Selling, general and administrative		8.4			3.7			0.3			4.0			—				16.4
Inventories		66.8				26.3			—			24.4				—				117.5
Operating profit		14.5			7.4			3.5			6.6			0.2				32.2
Deferred tax benefit		8.9				—			—			—				—				8.9
Other income (expense)		14.3			—			7.1			0.2			(21.6	)			—
Other		1.3				3.2			—			3.6				—				8.1
Interest expense (income)		7.6			1.5			—			0.3			(2.6	)			6.8
Total current assets		184.5				51.0			228.4			85.3				(305.5	)			243.7
Income taxes		5.0			1.8			0.1			2.7			—				9.6
Equity investments		256.1				14.2			24.3			7.3				(291.6	)			10.3
Income from continuing operations		16.2			4.1			10.5			3.8			(18.8	)			15.8
Fixed assets, net		93.7				25.8			—			31.5				—				151.0
Discontinued operations		—			—			—			1.0			—				1.0
Goodwill		12.0				14.9			—			9.6				—				36.5
Noncontrolling interests		—			—			—			0.6			—				0.6
Deferred tax benefit		47.8				—			5.0			2.1				—				54.9
Net income attributable to Koppers	$	16.2		$	4.1		$	10.5		$	4.2		$	(18.8	)		$	16.2
Other assets		17.2				—			—			0.4				—				17.6
Total assets	$	611.3			$	105.9		$	257.7		$	136.2			$	(597.1	)		$	514.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	222.2			$	52.7		$	1.0		$	93.2			$	(305.3	)		$	63.8
Accrued liabilities		59.7				7.9			1.2			16.8				—				85.6
Current portion of term loans		8.0				—			—			—				—				8.0
Total current liabilities		289.9				60.6			2.2			110.0				(305.3	)			157.4
Long-term debt		326.0				—			3.8			2.9				—				332.7
Other long-term liabilities		71.3				2.1			—			20.3				—				93.7
Total liabilities		687.2				62.7			6.0			133.2				(305.3	)			583.8
Common stock subject to redemption		13.2				—			—			—				—				13.2
Minority interest		—				—			—			6.1				—				6.1
Stockholders’ equity (deficit)		(89.1	)			43.2			251.7			(3.1	)			(291.8	)			(89.1	)
Total liabilities and stockholders’ equity (deficit)	$	611.3			$	105.9		$	257.7		$	136.2			$	(597.1	)		$	514.0

~~Koppers~~Condensed ~~Inc.~~Consolidating Balance Sheet

~~Notes~~March 31, to2009 ~~Condensed Consolidated Financial Statements—(Continued)~~

Condensed Consolidating Statement of Cash Flows


	Parent		Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
(Dollars in millions)
ASSETS
Cash and cash equivalents	$	49.3	$	2.4	$	—		$	24.4	$	—		$	76.1
S-T investments & restricted cash		—		—		—			4.5		—			4.5
Accounts receivable, net		94.8		17.0		398.6			64.1		(461.3	)		113.2
Inventories, net		90.0		35.0		—			30.1		—			155.1
Deferred tax assets		4.1		—		(1.5	)		—		—			2.6
Other current assets		7.3		3.2		0.1			3.1		—			13.7

Total current assets		245.5		57.6		397.2			126.2		(461.3	)		365.2
Equity investments		405.0		13.0		15.5			4.6		(431.6	)		6.5
Property, plant and equipment, net		90.1		25.9		—			25.8		—			141.8
Goodwill		36.9		13.2		—			7.7		—			57.8
Deferred tax assets		74.8		2.0		(45.7	)		2.8		—			33.9
Other noncurrent assets		18.6		—		—			1.4		—			20.0

Total assets	$	870.9	$	111.7	$	367.0		$	168.5	$	(892.9	)	$	625.2

LIABILITIES AND EQUITY
Accounts payable	$	418.3	$	51.1	$	12.7		$	51.9	$	(460.4	)	$	73.6
Accrued liabilities		10.5		13.4		14.0			23.9		—			61.8
Short-term debt and current portion of long-term debt		0.2		—		—			—		—			0.2

Total current liabilities		429.0		64.5		26.7			75.8		(460.4	)		135.6
Long-term debt		188.3		—		—			—		—			188.3
Other long-term liabilities		73.4		0.6		—			38.6		—			112.6

Total liabilities		690.7		65.1		26.7			114.4		(460.4	)		436.5
Koppers stockholder’s equity		180.2		46.6		340.3			45.6		(432.5	)		180.2
Noncontrolling interests		—		—		—			8.5		—			8.5

Total liabilities and equity	$	870.9	$	111.7	$	367.0		$	168.5	$	(892.9	)	$	625.2

For the Six Months Ended June 30, 2004

(In millions)

	Parent			Australian GuarantorSubsidiaries			Other Subsidiary Guarantors		Non-GuarantorSubsidiaries			ConsolidatingAdjustments		Consolidated
Cash provided by (used in) operating activities	$	8.0		$	(1.4	)	$	—	$	(4.5	)	$	—	$	2.1
Cash provided by (used in) investing activities:								—
Capital expenditures		(6.6	)		(0.6	)		—		(1.3	)		—		(8.5	)
Other		—			0.1			—		—			—		0.1
Net cash (used in) investing activities		(6.6	)		(0.5	)		—		(1.3	)		—		(8.4	)
Cash provided by (used in) financing activities:
Net borrowings of revolving credit		29.0			—			—		4.1			—		33.1
Net (repayments) of long-term debt		(4.0	)		—			—		—			—		(4.0	)
Dividends paid		(25.0	)		—			—		—			—		(25.0	)
Payment of deferred financing costs		(0.2	)		—			—		—			—		(0.2	)
Purchases of common stock		(2.1	)		—			—		—			—		(2.1	)
Net cash provided by (used in) financing activities		(2.3	)		—			—		4.1			—		1.8
Effect of exchange rates on cash		0.5			(0.5	)		—		0.3			—		0.3
Net increase (decrease) in cash and cash equivalents		(0.4	)		(2.4	)		—		(1.4	)		—		(4.2	)
Cash and cash equivalents at beginning of year		0.4			4.3			—		4.9			—		9.6
Cash and cash equivalents at end of year	$	—		$	1.9		$	—	$	3.5		$	—	$	5.4

~~Koppers~~Condensed ~~Inc.~~Consolidating Balance Sheet

~~Notes~~December 31, to2008 ~~Condensed Consolidated Financial Statements—(Continued)~~

Condensed Consolidating Statement of Cash Flows


	Parent			Australian Guarantor Subsidiaries		Other Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
(Dollars in millions)
ASSETS
Cash and cash equivalents	$	37.6		$	3.2	$	—		$	22.3	$	—		$	63.1
S-T investments & restricted cash		(0.1	)		—		—			6.0		—			5.9
Accounts receivable, net		94.4			17.9		388.3			65.2		(452.6	)		113.2
Inventories, net		100.4			39.3		—			32.1		—			171.8
Deferred tax assets		4.1			—		(1.5	)		—		—			2.6
Other current assets		10.1			2.6		—			4.2		—			16.9

Total current assets		246.5			63.0		386.8			129.8		(452.6	)		373.5
Equity investments		403.9			13.2		15.6			4.0		(430.7	)		6.0
Property, plant and equipment, net		92.3			26.7		—			25.8		—			144.8
Goodwill		37.0			13.4		—			8.0		—			58.4
Deferred tax assets		74.9			2.1		(45.7	)		3.3		—			34.6
Other noncurrent assets		19.1			—		—			1.5		(0.1	)		20.5

Total assets	$	873.7		$	118.4	$	356.7		$	172.4	$	(883.4	)	$	637.8

LIABILITIES AND EQUITY
Accounts payable	$	424.4		$	55.6	$	5.9		$	54.4	$	(452.6	)	$	87.7
Accrued liabilities		8.7			15.1		14.0			24.0		—			61.8
Short term debt and current portion of long-term debt		0.2			—		—			—		—			0.2

Total current liabilities		433.3			70.7		19.9			78.4		(452.6	)		149.7
Long-term debt		188.1			—		—			—		—			188.1
Other long-term liabilities		72.1			0.6		—			39.2		(0.1	)		111.8

Total liabilities		693.5			71.3		19.9			117.6		(452.7	)		449.6
Koppers stockholder’s equity		180.2			47.1		336.8			46.8		(430.7	)		180.2
Noncontrolling interests		—			—		—			8.0		—			8.0

Total liabilities and equity	$	873.7		$	118.4	$	356.7		$	172.4	$	(883.4	)	$	637.8

For the Six Months Ended June 30, 2003

(In millions)

	Parent			Australian GuarantorSubsidiaries			Other Guarantor Subsidiaries		Non-GuarantorSubsidiaries			ConsolidatingAdjustments		Consolidated
Cash provided by (used in) operating activities	$	(7.1	)	$	2.2		$	—	$	(2.6	)	$	—	$	(7.5	)
Cash provided by (used in) investing activities:
Capital expenditures		(4.2	)		(0.7	)		—		(0.8	)		—		(5.7	)
Net cash (used in) investing activities		(4.2	)		(0.7	)		—		(0.8	)		—		(5.7	)
Cash provided by (used in) financing activities:
Net borrowings (repayments) of revolving credit		1.2			(0.6	)		—		0.2			—		0.8
Net (repayments) of term debt		26.3			(0.8	)		—		—			—		25.5
Dividends paid		(3.1	)		—			—		—			—		(3.1	)
Payment of deferred financing costs		(2.6	)		—			—		—			—		(2.6	)
Purchases of common stock		(9.1	)		—			—		—			—		(9.1	)
Net cash provided by (used in) financing activities		12.7			(1.4	)		—		0.2			—		11.5
Effect of exchange rates on cash		(0.6	)		0.4			—		1.2			—		1.0
Net increase (decrease) in cash and cash equivalents		0.8			0.5			—		(2.0	)		—		(0.7	)
Cash and cash equivalents at beginning of year		0.8			2.6			—		6.1			—		9.5
Cash and cash equivalents at end of year	$	1.6		$	3.1		$	—	$	4.1		$	—	$	8.8

~~Koppers~~Condensed ~~Inc.~~Consolidating Statement of Cash Flows

~~Notes~~For tothe ~~Condensed~~Three ~~Consolidated~~Months ~~Financial~~Ended ~~Statements—(Continued)~~March 31, 2009

(12) Segment Information


	Parent			Australian Guarantor Subsidiaries			Other Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Consolidating Adjustments		Consolidated
(Dollars in millions)
Cash provided by (used in) operating activities	$	17.4		$	(0.4	)	$	—	$	4.7		$	—	$	21.7
Cash provided by (used in) investing activities:
Capital expenditures		(1.8	)		(0.3	)		—		(1.7	)		—		(3.8	)

Net cash (used in) investing activities		(1.8	)		(0.3	)		—		(1.7	)		—		(3.8	)
Cash provided by (used in) financing activities:
Dividends paid		(4.7	)		—			—		—			—		(4.7	)

Net cash provided by (used in) financing activities		(4.7	)		—			—		—			—		(4.7	)
Effect of exchange rates on cash		0.9			(0.2	)		—		(0.9	)		—		(0.2	)

Net increase (decrease) in cash and cash equivalents		11.8			(0.9	)		—		2.1			—		13.0
Cash and cash equivalents at beginning of year		37.6			3.2			—		22.3			—		63.1

Cash and cash equivalents at end of period	$	49.4		$	2.3		$	—	$	24.4		$	—	$	76.1

~~The~~Condensed ~~following~~Consolidating ~~table~~Statement ~~sets forth certain sales and operating data, net~~ of ~~all~~Cash ~~inter-segment~~Flows transactions, for the Company’s businesses for the periods indicated. Intersegment revenues for the three months ended June 30, 2004 and 2003 were $8.6 million and $6.7 million, respectively, and for the six months ended June 30, 2004 and 2003 were $16.6 million and $13.1 million, respectively.

	Three MonthsEnded June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
	(Dollars in millions)
Net sales:
Carbon Materials & Chemicals	$	144.9		$	125.8		$	276.9		$	238.2
Railroad & Utility Products		104.6			93.6			200.0			172.2
Total	$	249.5		$	219.4		$	476.9		$	410.4
Percentage of net sales:
Carbon Materials & Chemicals		58.1	%		57.3	%		58.1	%		58.0	%
Railroad & Utility Products		41.9	%		42.7	%		41.9	%		42.0	%
Total		100.0	%		100.0	%		100.0	%		100.0	%
Gross margin (after depreciation and amortization):
Carbon Materials & Chemicals		16.6	%		13.3	%		14.1	%		12.3	%
Railroad & Utility Products		10.3	%		10.7	%		9.8	%		9.5	%
Total		13.8	%		11.8	%		12.3	%		10.8	%
Operating profit:
Carbon Materials & Chemicals	$	14.8		$	5.6		$	21.0		$	10.2
Railroad & Utility Products		6.6			5.4			11.1			7.9
All Other		(0.3	)		(0.9	)		(0.3	)		(1.3	)
Total	$	21.1		$	10.1		$	31.8		$	16.8

For the Three Months Ended March 31, 2008


	Parent			Australian Guarantor Subsidiaries			Other Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Consolidating Adjustments		Consolidated
(Dollars in millions)
Cash provided by (used in) operating activities	$	(1.3	)	$	(3.8	)	$	—	$	7.3		$	—	$	2.2
Cash provided by (used in) investing activities:
Capital expenditures		(2.4	)		(0.7	)		—		(1.3	)		—		(4.4	)
Net cash proceeds from divestitures and asset sales		0.3			—			—		—			—		0.3

Net cash (used in) investing activities		(2.1	)		(0.7	)		—		(1.3	)		—		(4.1	)
Cash provided by (used in) financing activities:
Net borrowings (repayments) of revolving credit		11.0			—			—		(9.2	)		—		1.8
Net borrowings (repayments) of long-term debt		(3.0	)		—			—		—			—		(3.0	)
Dividends paid		(3.5	)		—			—		—			—		(3.5	)

Net cash provided by (used in) financing activities		4.5			—			—		(9.2	)		—		(4.7	)
Effect of exchange rates on cash		(1.1	)		0.3			—		0.8			—		—

Net increase (decrease) in cash and cash equivalents		—			(4.2	)		—		(2.4	)		—		(6.6	)
Add: Cash of assets held for sale at beginning of year		—			—			—		0.6			—		0.6
Less: Cash of assets held for sale at end of period		—			—			—		(1.1	)		—		(1.1	)
Cash and cash equivalents at beginning of year		—			5.9			—		10.9			—		16.8

Cash and cash equivalents at end of period	$	—		$	1.7		$	—	$	8.0		$	—	$	9.7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Cautionary~~Certain ~~Statement~~sections ~~Under~~of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” include forward-looking statements concerning trends or events potentially affecting the businesses of Koppers. These statements typically contain words such as “believes”, “anticipates”, “expects”, “estimates”, “may”, “will”, “should”, “continue”, “plans”, “intends”, “likely”, or other similar words indicating that future outcomes are uncertain. In accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, although not necessarily all factors, which would cause future outcomes to differ materially from those set forth in the forward-looking statements. For additional risk factors affecting the Company’s business, see Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

~~Certain~~The ~~written~~following discussion and ~~oral~~analysis ~~statements made from time to time by Koppers in the Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning~~ of the ~~Private~~Company’s ~~Securities~~financial ~~Litigation~~condition ~~Reform~~and ~~Act~~results of ~~1995~~operations ~~and~~should ~~may~~be ~~include,~~read ~~but~~in ~~are~~conjunction ~~not~~with ~~limited~~the ~~to,~~unaudited financial statements ~~about~~and ~~sales~~related ~~levels,~~notes ~~restructuring,~~included ~~profitability~~in ~~and anticipated~~Item 1 ~~expenses~~of ~~and~~this ~~cash~~Part ~~outflows.~~I ~~Koppers~~as iswell ~~including~~as ~~this~~the ~~Cautionary~~Company’s ~~Statement~~audited toconsolidated ~~make~~financial ~~applicable~~statements and ~~take advantage of~~ the ~~safe~~related ~~harbor~~notes ~~provisions~~included ofin the ~~Private~~Company’s ~~Securities~~Annual ~~Litigation~~Report ~~Reform~~on ~~Act~~Form of10-K ~~1995~~ for ~~any such forward-looking statements. Forward-looking statements can be identified by~~ the ~~use~~year ~~of terminology such as “believe”, “anticipate”, “expect”, “estimate”, “may”, “will”, “should”,~~ended ~~“continue”~~December 31, ~~“plans”, “intends”, “likely” or other similar words or phrases~~2008. ~~Management cautions you that forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from forward-looking statements.~~

Overview

The Company’s ~~businesses~~is ~~and~~a ~~results~~leading ofintegrated ~~operations~~global provider ~~are~~of ~~impacted~~carbon bycompounds ~~various competitive~~ and ~~other~~commercial ~~factors~~wood ~~including~~treatment i)products. ~~raw~~The ~~materials~~Company’s ~~availability,~~products inare ~~particular~~used ~~the~~in ~~amount~~a ~~and~~variety ~~quality~~ of ~~coal~~niche ~~tar~~applications ~~available~~ in ~~global~~a ~~markets;~~diverse ~~ii)~~range ~~global~~of ~~restructuring~~end-markets, ~~in the Carbon Materials & Chemicals business~~ including the ~~curtailment of~~ aluminum, ~~production~~railroad, inspecialty ~~the~~chemical, ~~Pacific Northwest in part as a result of historically high energy prices; iii) competitive conditions in global carbon pitch markets~~utility, ~~particularly~~rubber ~~the United States~~ and steel ~~European~~industries. ~~carbon~~The ~~pitch~~Company ~~markets;~~serves ~~iv)~~its ~~anticipated reductions~~customers inthrough ~~naphthalene~~a ~~pricing~~comprehensive inglobal ~~Europe~~manufacturing and ~~China~~distribution ~~for~~network, atwhich ~~least~~includes ~~the~~manufacturing ~~remainder~~facilities oflocated ~~2004; v) excess capacity~~ in the United States, ~~phthalic~~Australia, ~~anhydride~~China, ~~markets resulting in lower margins over~~ the ~~last~~United ~~several~~Kingdom ~~years;~~ and ~~vi) low margins in the utility pole business as a result of deregulation~~Denmark.

~~Results~~The Company operates two principal businesses: Carbon Materials & Chemicals (“CM&C”) and Railroad & Utility Products (“R&UP”). The Company believes that its CM&C business is the largest distiller of ~~Operations~~coal tar in North America, Australia, the United Kingdom and Scandinavia. The CM&C business processes coal tar into a variety of products, including carbon pitch, creosote and phthalic anhydride, which are critical intermediate materials in the production of aluminum, the pressure treatment of wood and the production of plasticizers and specialty chemicals, respectively. The Company believes that its R&UP business is the largest North American supplier of railroad crossties. The Company’s other commercial wood treatment products include the provision of utility poles to the electric and telephone utility industries.

~~Comparison~~The ofCM&C ~~Results~~business has entered into a number of ~~Operations~~strategic ~~for~~transactions during the ~~Quarters~~last ~~Ended~~two ~~June~~years 30to expand and focus on its core business related to coal tar distillation and derived products. In November 2007, ~~2004~~Tangshan Koppers Kailuan Carbon Chemical Company Limited (“TKK”) was established which has constructed and will operate a new tar distillation facility in the Hebei Province near the ~~2003~~Jingtang Port with a distillation capacity of 300,000 metric tons. The Company holds a 30 percent investment in TKK which is expected to commence production in the second quarter of 2009. In November 2008, the Company completed a project to expand the capacity of its existing 60-percent owned tar distillation plant in Tangshan, China from 150,000 metric tons to 200,000 metric tons.

~~Net~~On ~~Sales. Net~~October 1, ~~sales~~2008, ~~for~~ the Company ~~three~~sold ~~months~~its ~~ended~~95 ~~June~~percent ~~30,~~interest ~~2004~~in ~~were~~Koppers ~~higher~~Monessen ~~than~~Partners ~~2003~~LP as(“Monessen”) ~~both~~to ~~business~~ArcelorMittal ~~segments reported sales increases~~S.A. ~~Net~~Monessen ~~sales~~is ~~for~~a ~~Carbon~~metallurgical ~~Materials~~furnace &coke ~~Chemicals increased due in part to approximately $5~~facility.8 ~~million~~Effective ~~in sales from Australian and European operations~~ as ~~a result~~ of the ~~strength~~end of ~~these~~the ~~foreign~~second ~~currencies~~quarter ~~relative~~of ~~to the dollar. Also~~2008, ~~the~~Monessen ~~consolidation~~was ofclassified ~~Koppers China~~ as ofa discontinued ~~January~~operation ~~1, 2004 resulted~~ in ~~incremental sales of $7.2 million for~~ the ~~quarter~~Company’s ~~compared~~statement toof ~~the~~operations ~~prior year. Additionally, sales volumes~~ and ~~pricing~~its ~~for~~assets ~~furnace coke increased by 8%~~ and ~~20%,~~liabilities ~~respectively,~~were ~~and~~reclassified ~~sales~~as ~~volumes~~“held ~~and prices~~ for ~~phthalic~~sale” ~~anhydride increased by 10% and 14%, respectively. Additionally, a 9% increase~~ in ~~carbon pitch volumes in~~ the ~~U.S.~~ ~~partially~~balance ~~offset volume reductions of 9% and 16% in Australia and Europe, respectively~~sheet. ~~Net~~Accordingly ~~sales for Railroad & Utility Products increased compared to~~ the ~~prior~~financial ~~year~~statements ~~due primarily to increases of 4%~~ and 6%earnings inper ~~volumes~~share ~~and~~have ~~prices, respectively,~~been restated for ~~railroad~~prior ~~crossties~~periods. ~~The~~Monessen ~~increase in volumes for railroad crossties~~ was ~~due in~~ part toof the ~~exit~~Carbon ~~from~~Materials & ~~the~~Chemicals ~~wood treating~~ business ~~of the Company’s largest competitor~~segment.

~~Gross~~Outlook Margin after Depreciation and Amortization. As a percent of net sales, gross profit after depreciation and amortization increased as an increase for Carbon Materials & Chemicals more than offset a reduction in Railroad & Utility Products. Gross margin for Carbon Materials & Chemicals increased due to the increases in volumes and pricing for furnace coke and phthalic anhydride as noted above. Gross margin for Railroad & Utility Products decreased due primarily to an increase in the proportion of untreated crosstie sales.

Trend Overview

The Company’s businesses and results of operations are impacted by various competitive and other factors including (i) the impact of global economic conditions on demand for the Company’s products both in the United States and overseas; (ii) raw materials pricing and availability, in particular the amount and quality of coal tar available in global markets, which could be negatively impacted by reductions in steel production; (iii) volatility in oil prices, which impacts selling prices and margins for

~~Depreciation~~ certain ~~and~~of ~~Amortization. Depreciation~~the ~~and~~Company’s ~~amortization~~products ~~for~~including ~~2004~~carbon ~~decreased compared~~black tofeedstocks ~~the~~and ~~prior~~phthalic ~~year~~anhydride; ~~due~~(iv) competitive ~~primarily~~conditions toin ~~restructuring~~global ~~activities~~carbon inpitch ~~2003~~markets; (v) low ~~which~~margins ~~reduced~~in ~~depreciation~~the ~~expense~~utility bypole ~~approximately~~business; ~~$0.3~~and ~~million~~(vi) changes in ~~the~~foreign ~~second~~exchange ~~quarter of 2004~~rates.

~~Selling,~~The ~~General~~Company’s businesses and ~~Administrative~~results ~~Expense. Selling,~~of ~~general~~operations have been impacted by the downturn in the global economy in late 2008 and ~~administrative~~the ~~expense~~Company asexpects athat ~~percent~~these ~~of net~~negative ~~sales~~trends ~~decreased~~will ascontinue ain ~~result~~2009. ofCertain ~~higher~~key ~~sales~~end markets have experienced significant global reductions in demand that will negatively impact the demand ~~current~~for ~~year~~the ~~quarter~~Company’s products. In late 2008 and ~~$1.2~~continuing ~~million~~into 2009 the Company has seen significant reductions in global production of ~~bad~~aluminum, ~~debt~~steel, ~~write-offs~~rubber, $0concrete, plastics and paints, as well as other products, that represent markets in which the Company’s products are consumed.7 ~~million~~Management ofis ~~severance~~watching ~~charges~~these markets very closely and ~~higher~~believes ~~legal~~that ~~fees~~there will be uncertainty regarding the levels of $0production going forward.5 ~~million~~Due into the ~~prior~~nature ~~year~~of ~~quarter~~the Company’s end markets, management believes that some level of demand improvement may occur as government stimulus is introduced.

~~Interest~~In ~~expense~~recent months, several aluminum smelters have been temporary idled or closed. ~~Interest~~ ~~expense~~Management ~~increased~~expects ~~due~~the trend of closing or reducing production at higher cost smelters to continue as newer, more cost effective smelters come on line in regions with lower cost energy, particularly in the Middle ~~refinancing~~East. As an example, specific closures of ~~the~~aluminum ~~Company’s~~smelters ~~debt~~have occurred in ~~2003~~North ~~which~~America ~~resulted~~and Europe that will negatively impact volumes in ~~significantly~~those ~~higher~~geographic ~~debt~~areas; ~~levels~~at this time the Company can not predict if or when these idled smelters will return to production. However, the Company believes it is well positioned to supply the new Middle Eastern smelters of its customers due to the Company’s capacity expansions in China.

~~Income~~Koppers ~~Taxes~~expects to produce lower volumes in 2009 in many of its products which will impact the capacity utilization at its facilities. ~~The~~ ~~Company’s~~Lower ~~effective~~throughput ~~income~~volumes ~~tax~~combined ~~rate~~with increasing pressure for price reductions have led the Company ~~quarter~~to ~~ended~~review ~~June~~its 30capacity utilization and has resulted in production cutbacks at certain facilities, ~~2004~~which ~~increased~~will ~~due~~result ~~primarily~~in tolower margins. If these trends continue, the Company may temporarily idle or permanently close facilities. Utility pole ~~composition~~markets ofare ~~earnings~~expected ~~among~~to Ucontinue to remain competitive with resulting low margins.S. The Company will continue to review underperforming assets and ~~foreign~~rationalize ~~operations~~capacity as necessary to remain competitive in this market.

~~Net Income. Net~~Several ~~income~~of ~~for~~the ~~2004~~Company’s ~~compared~~products, particularly carbon black feedstocks and phthalic anhydride, have end market pricing that is linked to benchmark oil indices. During the past ~~same~~few ~~period~~years ~~last~~the ~~year~~Company ~~increased~~has ~~due~~benefited toin ~~higher~~terms ~~volumes~~of revenues and profitability from the higher pricing infor ~~certain~~these products ~~and~~as ~~lower~~the ~~selling,~~cost ~~general~~of ~~and~~coal ~~administrative~~tar ~~costs~~has not increased proportionally with oil. However, ~~which~~when ~~more~~the ~~than~~price ~~offset~~of ~~higher~~oil ~~interest~~declined in late 2008 the ~~expense~~Company experienced significant price and profit declines for these products that management expects will continue in ~~2004~~2009.

~~Comparison~~The availability of ~~Results~~a key raw material, coal tar, is linked to levels of ~~Operations~~metallurgical ~~for~~coke production. As the ~~Six~~global steel industry has reduced production of steel and metallurgical coke the volumes of coal tar by-product were also reduced. The Company’s ability to obtain coal tar ~~Months~~and ~~Ended~~the ~~June~~price ~~30,~~the ~~2004~~Company is able to negotiate has a significant impact on the level of profitability of the Company’s business. Most notably the Company has continued to see price increases in North America for coal tar due to lower availability and ~~2003~~the pricing terms in the Company’s raw material purchasing contracts. Many of the Company’s sales contracts include provisions that allow for price increases based on increases in the price of raw materials, which has allowed the Company to generally maintain profit dollars in its core businesses. However, significant increases in raw material costs will result in margin dilution because only the increased cost of the raw material is passed on to the customer.

~~Net Sales. Net~~The ~~sales~~North ~~for~~American ~~the~~railroad ~~six~~market ~~months~~has ~~ended~~experienced ~~June~~better ~~30,~~stability ~~2004 were higher~~ than ~~2003~~the asCompany’s ~~both~~other ~~business~~end ~~segments~~markets ~~reported~~in ~~sales~~recent ~~increases.~~months; ~~Net~~however, ~~sales~~continued ~~for~~negative ~~Carbon Materials & Chemicals increased due in part to approximately $19.6~~economic ~~million~~trends incould ~~sales~~impact ~~from Australian and European operations as a result of~~ the ~~strength~~demand offor ~~these~~crossties ~~foreign~~from ~~currencies relative to~~ the ~~dollar.~~short ~~Also,~~line ~~the~~railroads ~~consolidation~~as ofwell ~~Koppers China~~ as ofthe ~~January~~Class 1, ~~2004 resulted in incremental sales of $13~~railroads.9 ~~million compared to the prior year.~~ Additionally, ~~sales~~lumber ~~volumes~~availability and pricing ~~for~~were ~~phthalic~~negatively ~~anhydride~~impacted ~~increased~~in 2008 by 9%weather ~~and~~conditions ~~14%,~~as ~~respectively,~~well ~~and~~as ~~sales~~the ~~prices~~depressed markets for furniture ~~furnace coke~~ and ~~carbon~~hardwood ~~pitch~~flooring ~~increased~~caused by ~~20%~~the ~~and~~dramatic ~~6%,~~decline ~~respectively.~~in ~~Net~~the ~~sales~~U.S. ~~for~~housing ~~Railroad~~market. ~~& Utility~~While ~~Products~~weather ~~increased~~conditions ~~compared~~are todifficult ~~the prior year due primarily~~ to ~~increases of 10% and 8% in volumes and prices~~predict, ~~respectively,~~it ~~for~~is ~~railroad~~likely ~~crossties.~~that ~~The~~housing ~~increase~~will inremain ~~volumes~~depressed ~~for~~during ~~railroad~~2009 ~~crossties~~and ~~was~~may ~~due~~result in ~~part~~continued ~~to the exit from the wood~~difficulties ~~treating~~related ~~business~~to ofcost ~~the~~and ~~Company’s~~availability ~~largest~~for ~~competitor~~crossties.

~~Gross Margin~~Net ~~after~~sales ~~Depreciation~~over ~~and~~the ~~Amortization. As~~past aseveral ~~percent~~years ofhave ~~net~~been ~~sales~~significantly impacted by favorable foreign exchange rates in Australia, ~~gross~~Great ~~profit~~Britain, ~~after~~Europe, ~~depreciation~~Denmark and ~~amortization~~China. ~~increased~~In ~~for~~late ~~both~~2008 ~~Carbon~~and ~~Materials~~continuing &into ~~Chemicals~~2009 ~~and~~the ~~Railroad~~Company &saw ~~Utility~~those ~~Products~~trends begin to reverse. ~~Gross~~Exchange ~~margin~~ rates for ~~Carbon~~currencies ~~Materials~~in &Australia, ~~Chemicals~~Great ~~increased~~Britain, ~~due~~Europe, Denmark, and to ~~the~~a ~~increases~~lesser inextent, ~~volumes~~China, have changed significantly and ~~pricing~~will ~~for~~negatively ~~phthalic~~impact ~~anhydride~~sales and ~~the~~profits ~~increases~~in 2009 compared to 2008. For example, unfavorable changes in ~~pricing~~exchange rates for ~~furnace~~the ~~coke~~first ~~and~~quarter ~~carbon~~of ~~pitch~~2009 ~~noted~~reduced ~~above.~~the ~~Gross~~Company’s ~~margin~~sales ~~for~~by ~~Railroad~~approximately &$23 ~~Utility~~million, ~~Products~~or ~~increased~~seven ~~due~~percent, ~~primarily~~as compared to ~~higher~~the ~~volumes~~first ~~for~~quarter ~~railroad~~of ~~crossties~~2008. In addition, the Company expects continued volatility in these exchange rates that could impact management’s ability to accurately predict future levels of sales and profits.

Depreciation and Amortization. Depreciation and amortization for 2004 decreased compared to the prior year due primarily to restructuring activities in 2003 which reduced depreciation expense by approximately $0.6 million in the first six months of 2004.

Selling, General and Administrative Expense. Selling, general and administrative expense as a percent of net sales decreased primarily as a result of higher sales in the current year and $1.2 million of bad debt write-offs, $0.7 million of severance charges and higher legal fees of $0.6 million in the prior year.

Interest expense. Interest expense increased due to the refinancing of the Company’s debt in 2003 which resulted in significantly higher debt levels.

Income Taxes. The Company’s effective income tax rate for the six months ended June 30, 2004 increased due primarily to the composition of earnings among U.S. and foreign operations.

~~Cumulative~~Seasonality ~~Effect~~and ofEffects ~~Accounting Change. Effective January 1, 2003, the Company changed its method~~ of ~~accounting~~Weather for asset retirement obligations in accordance with FASB Statement No. 143, Accounting for Asset Retirement Obligations. Previously, the Company had not been recognizing amounts related to asset retirement obligations. Under the new accounting method, Koppers now recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The cumulative effect of the change on ~~prior~~Operations ~~years resulted in a charge to income of $18.1 million, net of income taxes of $11.7 million.~~

~~Net~~The ~~Income. Net~~Company’s ~~income~~quarterly ~~for~~operating ~~2004~~results ~~compared~~fluctuate due to a variety of factors that are outside of its control, including inclement weather conditions, which in the ~~same~~past have affected operating results. Operations at several ~~period~~facilities ~~last~~have ~~year~~been ~~increased~~halted ~~due~~for ~~primarily~~short toperiods of time during the ~~January~~winter 1months. Moreover, ~~2003~~demand ~~adoption~~for some of ~~SFAS~~the NoCompany’s products declines during periods of inclement weather. ~~143,~~As ~~Accounting~~a ~~for~~result ~~Asset~~of ~~Retirement~~the ~~Obligations~~foregoing, ~~which~~the ~~resulted~~Company inanticipates athat ~~cumulative~~it ~~effect~~may experience ~~adjustment~~material ~~for~~fluctuations ~~2003~~in quarterly operating results. ~~Additionally~~Historically, ~~higher~~the ~~volumes~~Company’s ~~and~~operating ~~pricing~~results have been significantly lower in ~~certain~~ ~~products~~the fourth and ~~lower~~first ~~selling,~~calendar ~~general~~quarters as compared to the second and ~~administrative~~third ~~costs~~calendar ~~more~~quarters. ~~than~~The Company ~~offset~~expects ~~higher~~this ~~interest~~seasonality ~~expense~~trend to continue in ~~2004~~future periods.

~~Liquidity~~Results ~~and~~of ~~Capital~~Operations ~~Resources~~

~~The~~Consolidated ~~Company’s~~Results liquidity needs are primarily for debt service, working capital, capital maintenance and acquisitions. The Company believes that its cash flow from operations and available borrowings under its bank credit facilities will be sufficient to fund its anticipated liquidity requirements for at least the next twelve months. In the event that the foregoing sources are not sufficient to fund its expenditures and service its indebtedness, Koppers would be required to raise additional funds.

~~The~~Net ~~indenture~~sales ~~governing~~for the ~~9 7/8%~~three ~~Senior~~months ~~Secured~~ended ~~Notes due 2013 (the “New Notes”) contains various affirmative and negative covenants~~March 31, ~~subject~~2009 ~~to a number of important limitations~~ and ~~exceptions,~~2008 ~~including~~are ~~but~~summarized ~~not~~by ~~limited~~segment to covenants relating to incurring or guaranteeing additional debt and issuing certain types of preferred stock; paying dividends on capital stock or redeeming, repurchasing or retiring capital stock or subordinated debt; making investments; creating liens on the Company’s assets; entering into sale and leaseback transactions; selling assets; engaging in ~~transactions with affiliates; creating restrictions on~~ the ~~ability~~ of restricted subsidiaries to pay dividends or make other payments to the Company; consolidating, merging or transferring all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries; andfollowing ~~transferring~~table: or issuing shares of stock of subsidiaries. The indenture governing the New Notes has a covenant that limits the incurrence of additional indebtedness unless on the date of the incurrence of additional indebtedness the Consolidated Coverage Ratio (defined therein) will be, after giving effect to the incurrence thereof and the application of the proceeds thereof, greater than 2.0 to 1.0. The indenture defines Consolidated Coverage Ratio as the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to (b) Consolidated Interest Expense (defined therein) for such four fiscal quarters.

The Company is currently in compliance with all covenants in the indenture governing the New Notes. Koppers anticipates continued compliance with these covenants. Failure to comply with the covenants contained in the indenture governing the New Notes may result in an event of default. The indenture governing the New Notes also contains various other events of default, including but not limited to those related to non-payment of principal, interest or fees; certain bankruptcy-related events; invalidity of liens; non-payment of certain legal judgments; and cross defaults with certain other indebtedness.


	Three Months Ended March 31,				Net Change
	2009		2008		Net Change
(Dollars in millions)
Carbon Materials & Chemicals	$	145.5	$	222.5	-35	%
Railroad & Utility Products		127.2		108.7	+17	%
	$	272.7	$	331.2	-18	%

~~The~~CM&C ~~covenants~~net ~~related~~sales todecreased ~~the~~by ~~term~~$77.0 ~~loan and~~million ~~the~~or ~~revolving~~35 ~~credit~~percent ~~facility~~due ~~also include financial covenants that require Koppers~~ to ~~maintain~~the ~~certain~~following ~~financial~~changes ~~ratios~~in volume, ~~including~~pricing ~~the~~and foreign ~~following~~exchange:

• the Fixed Charge Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, shall not be less than 1.05 to 1.0. The Fixed Charge Coverage Ratio at June 30, 2004 was 1.39 to 1.00.


	Price		Volume		Foreign Exchange		Net Change
Carbon Materials^(a)	+6	%	-11	%	-4	%	-9	%
Distillates^(b)	-2	%	-2	%	-1	%	-5	%
Coal Tar Chemicals^(c)	-4	%	-3	%	-1	%	-8	%
Other^(d)	-2	%	-7	%	-4	%	-13	%

Total CM&C	-2	%	-23	%	-10	%	-35	%

(a)

Includes carbon pitch and refined tar.

(b)

Includes creosote and carbon black feedstock.

(c)

Includes naphthalene and phthalic anhydride.

(d)

Includes carbon black, benzole, freight and other products.

Carbon materials’ prices increased in the U.S. and Australia as customer prices were increased in response to higher raw material costs. Offsetting this increase were lower sales volumes in the U.S. of seven percent, Europe of three percent and Australia of two percent. The volume decreases are due to slowing worldwide demand for aluminum products.

Distillate pricing for carbon black feedstock decreased two percent in Europe and one percent in China due to lower average worldwide oil prices. The decrease in distillate sales volume is due primarily to lower carbon black feedstock sales in Europe and Australia totaling two percent.

For coal tar chemicals, decreases in phthalic anhydride prices in the U.S. of two percent and naphthalene prices in China and Europe totaling two percent were experienced. Lower volumes of phthalic anhydride of three percent resulted from weakness in the U.S. housing and auto industries. With respect to other products, carbon black volumes decreased three percent and miscellaneous other products decreased four percent each as compared to the prior year quarter.

•R&UP ~~the~~net ~~Total~~sales ~~Leverage~~increased ~~Ratio,~~by ~~calculated~~$18.5 asmillion ofor ~~the~~17 ~~end~~percent ofdue ~~each~~to ~~fiscal quarter for~~ the ~~four~~following ~~fiscal~~changes ~~quarters~~in ~~then ended~~volume, ~~shall~~pricing ~~not~~and ~~exceed the ratios set forth below for the periods specified below~~foreign currency:

Fiscal Quarters Ended	Ratio
	Price		Volume		ForeignExchange		NetChange
March 31, 2004 through June 30, 2004	5.50 to 1.00
Railroad Crossties(a)	+6	%	+5	%	—	%	+11	%
September 30, 2004 through December 31, 2004	5.00 to 1.00
TSO Crossties(b)	+3	%	+2	%	—	%	+5	%
March 31, 2005 through September 30, 2005	4.75 to 1.00
Distribution Poles	+1	%	-1	%	-1	%	-1	%
December 31, 2005 through September 30, 2006	4.50 to 1.00
Other(c)	+3	%	—	%	-1	%	+2	%
December 31, 2006 and thereafter	4.25 to 1.00
Total R&UP	+13	%	+6	%	-2	%	+17	%

•(a) ~~the~~Includes ~~Total~~treated ~~Leverage~~and ~~Ratio~~untreated atrailroad ~~June 30, 2004 was 4~~crossties.~~63 to 1.00.~~

•(b) ~~the~~Includes ~~Senior~~sales ~~Leverage~~from ~~Ratio,~~treatment ~~calculated~~services asonly ~~of the end of each fiscal quarter for the four fiscal quarters then ended, shall not exceed the ratios set forth below for the periods specified below:~~(“TSO”).

Fiscal Quarters Ended		Ratio
October 15, 2003 through June 30, 2004		1.75 to 1.00
September 30, 2004 and thereafter		1.50 to 1.00

(c)

Includes transmission poles, pilings, freight and other treated and untreated lumber products.

•Sales ~~the~~price ~~Senior~~increases ~~Leverage~~and ~~Ratio~~volume atincreases ~~June~~for 30untreated railroad crossties totaled six percent and ten percent, ~~2004~~respectively, in the quarter ended March 31, 2009. The first quarter of 2008 was negatively impacted from capital purchasing reductions by the Class 1 railroads and reduced raw material availability due to weather.68 Partially offsetting the volume increase in railroad crossties was a decrease of five percent in treated railroad crosstie sales, as volume reductions for sales to commercial customers more than offset volume increases for the Class 1 railroads.~~00.~~

~~Subsidiary~~Cost ~~Pledges. The terms~~ of ~~the~~sales ~~New~~as ~~Notes~~a ~~provide~~percentage ~~that~~of ~~the~~net ~~collateral~~sales ~~securing~~was ~~the New Notes will never include the securities of~~86 ~~any~~percent ~~subsidiary~~for to the ~~extent~~quarter ~~the~~ended ~~par value~~March 31, ~~book~~2009 ~~value~~ as ~~carried~~compared ~~by the Company or the market value of the securities (the “Applicable Value”) is equal~~ to or83 ~~greater~~percent ~~than~~for ~~20% of~~ the ~~aggregate~~quarter ~~principal~~ended ~~amount~~March 31, ~~of the New Notes outstanding (the “Collateral Threshold”)~~2008. ~~Rule 3-16 of Regulation S-X under the Securities Act of 1933 requires the presentation of a subsidiary’s stand-alone~~Overall, ~~audited~~cost ~~financial statements if the subsidiary’s capital stock secures an issuer’s notes and the par value, book value or market value~~ of ~~the~~sales ~~securities~~decreased ~~equals~~by ~~or exceeds the Collateral Threshold~~$41.8 ~~The~~million ~~indenture~~when ~~governing~~compared ~~the New Notes and the security documents provide that the collateral will never include the capital stock of any subsidiary~~ to the ~~extent~~prior ~~the~~year ~~Applicable~~period ~~Value~~due ofprimarily ~~the securities is equal~~ to orlower ~~greater~~CM&C production ~~than~~volumes ~~the~~and ~~Collateral~~foreign ~~Threshold~~exchange. ~~As a result, the Company will not be required to present separate financial statements of any of its subsidiaries under Rule 3-16.~~

AsDepreciation aand ~~result~~amortization offor the ~~provisions~~quarter inended ~~the indenture and security documents relating to subsidiary securities~~March 31, ~~holders~~2009 ofwas ~~the~~$0.9 ~~New~~million ~~Notes~~lower ~~may~~when atcompared ~~any~~to ~~time in~~ the ~~future lose a portion of their security interest in the securities of any of the Company’s other subsidiaries if the Applicable~~ ~~Value~~prior ofyear ~~that~~period ~~stock~~due ~~were~~partially to ~~become~~foreign ~~equal to or greater than the Collateral Threshold~~exchange. As stated above, Applicable Value is defined as the greatest of book value, par value and market value of a subsidiary’s securities. Currently, all of the capital stock of all of the Company’s domestic subsidiaries other than Worldwide Ventures Corp. and all of the Company’s subsidiaries other than 35% of the voting capital stock of Koppers Europe ApS constitute collateral for the New Notes.

Selling, general and administrative expenses for the quarter ended March 31, 2009 were $2.4 million lower when compared to the prior year period primarily due to lower salary expense and lower discretionary spending as a result of programs to decrease spending to react to global economic issues.

Interest expense for the quarter ended March 31, 2009 was $1.4 million lower when compared to the prior year period primarily due to lower average borrowings as compared to the prior period. Lower average borrowings resulted from debt reductions in the fourth quarter of 2008 funded by the net proceeds from the sale of Monessen in October 2008.

Income taxes for the quarter ended March 31, 2009 were $4.2 million lower when compared to the prior year period primarily due to the decrease in pretax income of $12.0 million, despite an increase in the effective income tax rate. The Company’s effective income tax rate for the quarter ended March 31, 2009 was 39.9 percent as compared to the prior year period of 37.9 percent. The increase in the effective tax rate is primarily due to the recognition deferred tax expense on foreign dividends from current year estimated earnings.

~~The~~Segment ~~Company~~Results has based its determination of which subsidiary’s capital stock currently constitutes collateral upon the book value, par value and estimated market value of the capital stock of each of its subsidiaries as of June 30, 2004 and the operations of these subsidiaries since that date. The Applicable Value for the capital stock of each of the Company’s subsidiaries is the greater of the book value and estimated market value, as the value of each subsidiary’s capital stock is nominal and therefore has not impacted the Company’s calculation of Applicable Value. The Net Fair Value and Net Book Value calculations each include an allocation of corporate debt to the subsidiaries. Set forth in the table below is the Applicable Value of each subsidiary’s capital stock as of June 30, 2004:

Subsidiary	Applicable Valueas of June 30, 2004			Net Fair Value as of June 30, 2004			Net Book Value as of June 30, 2004
	(in millions)
Worldwide Ventures Corp.(1)	$	70.2		$	70.2		$	23.6
Koppers Australia Holding Company Pty Ltd.(2)		55.5			55.5			23.3
Koppers Australia Pty Ltd.		55.5			55.5			23.3
Koppers Redemption Inc.		—			—			—
Koppers Industries of Delaware		17.6			15.0			17.6
KHC Assurance Inc.		(21.9	)		(21.9	)		(37.3	)
Concrete Products		0.0			(0.1	)		0.0
Concrete Partners		2.4			(4.2	)		2.4
Koppers Europe ApS		10.4			10.4			(6.7	)

Segment operating profit for the three months ended March 31, 2009 and 2008 are summarized by segment in the following table:

(1) The assets of Worldwide Ventures Corp. include the stock of Koppers Europe ApS and Koppers Australia Holding Company Pty Ltd. and, therefore, include the Applicable Value, net fair value and net book value of Koppers Europe ApS and Koppers Australia Holding Company Pty Ltd.


	Three Months Ended March 31,						% Change
	2009			2008			% Change
(Dollars in millions)
Operating profit:
Carbon Materials & Chemicals	$	6.5		$	25.0		-74	%
Railroad & Utility Products		12.3			7.2		+71	%
	$	18.8		$	32.2		-42	%
Operating profit as a percentage of net sales:
Carbon Materials & Chemicals		4.5	%		11.2	%	-6.7	%
Railroad & Utility Products		9.7	%		6.6	%	+3.1	%
		6.9	%		9.7	%	-2.8	%

~~(2)~~Carbon ~~The~~Materials & ~~assets~~Chemicals ~~of Koppers Australia Holding Company Pty Ltd. include the stock of Koppers Australia Pty Ltd. and, therefore, the Applicable Value,~~ net ~~fair~~sales ~~value~~ and ~~net~~operating ~~book~~profit ~~value~~by ofgeographic ~~Koppers~~region ~~Australia~~for ~~Holding Company Pty Ltd. include~~ the ~~Applicable~~three ~~Value~~months ended March 31, ~~net~~2009 ~~fair value~~ and ~~net~~2008 ~~book~~is ~~value~~summarized ofin ~~Koppers~~the ~~Australia~~following ~~Pty~~table: ~~Ltd.~~

Based upon the foregoing, the Applicable Value of the capital stock of Worldwide Ventures Corp. exceeded the Collateral Threshold of $64.0 million as of June 30, 2004. Further, the Company believes that, based upon the significant differences between the Applicable Value of the capital stock of Worldwide Ventures Corp. and the Collateral Threshold as of June 30, 2004 (there have been no significant changes in the operations of Worldwide Ventures Corp. since that date), the Company has determined that the Applicable Value of the capital stock of Worldwide Ventures Corp. currently exceeds the Collateral Threshold. As a result, the pledge of capital stock of Worldwide Ventures Corp. is automatically reduced to the extent that the Applicable Value exceeds the Collateral Threshold.


	Three months ended March 31,						% Change
	2009			2008			% Change
(Dollars in millions)
Net sales:
North America	$	69.1		$	93.4		-26	%
Europe		33.6			67.9		-51	%
Australia		27.4			43.7		-37	%
China		18.4			17.7		+4	%
Intrasegment		(3.0	)		(0.2	)	+1,400	%
	$	145.5		$	222.5		-35	%
Operating profit:
North America	$	5.0		$	13.5		-63	%
Europe		0.2			5.1		-96	%
Australia		0.1			4.9		-98	%
China		1.2			1.3		-8	%
Intrasegment		—			0.2		-100	%
	$	6.5		$	25.0		-74	%

~~The~~North ~~Applicable~~American ~~Value~~CM&C ofsales ~~the~~decreased ~~capital~~by ~~stock~~$24.3 ofmillion ~~the~~due ~~Company’s~~primarily ~~other~~to ~~subsidiaries~~lower ~~did~~volumes ~~not~~for ~~exceed~~carbon ~~the~~pitch ~~Collateral~~and ~~Threshold~~phthalic anhydride astotaling of$21.3 ~~June~~million ~~30,~~and ~~2004~~lower prices for phthalic anhydride totaling $5.2 ~~Further,~~million. asThese ~~there have~~decreases ~~been~~were nopartially ~~significant~~offset ~~changes~~by inhigher ~~the~~prices ~~operations~~for carbon pitch and creosote of ~~each~~$8.1 million. Operating profit as a percentage of ~~these~~net ~~subsidiaries~~sales decreased ~~since~~to ~~June~~seven ~~30,~~percent ~~2004,~~from ~~the~~15 ~~Company~~percent ~~has~~between ~~determined~~periods ~~that~~reflecting the ~~Applicable~~impact ~~Value~~ of ~~the~~significantly ~~capital~~lower ~~stock~~sales ofvolumes ~~each~~coupled ofwith ~~these~~lower ~~subsidiaries~~pricing ~~currently~~for ~~remains~~phthalic ~~below~~anhydride in the ~~Collateral Threshold~~first quarter of 2009.

InEuropean ~~respect~~CM&C ofsales ~~Koppers~~decreased ~~Industries~~by of$34.3 ~~Delaware,~~million ~~Concrete Products~~due ~~and~~primarily ~~Concrete~~to ~~Partners,~~lower ~~the~~prices ~~Applicable~~for ~~Value~~carbon black feedstock and benzole of ~~their~~$11.9 ~~common~~million ~~stock~~and ~~was~~lower ~~based~~volumes ~~upon~~for ~~book~~carbon ~~value~~pitch totaling $7.3 ~~Book~~million. ~~value~~In ofaddition, currency exchange rate changes resulted in a ~~subsidiary’s~~reduction ~~capital~~of ~~stock~~sales istotaling ~~calculated~~$10.6 million. Operating profit as a percentage of ~~each~~net ~~preceding~~sales ~~period~~decreased ~~end~~to ~~and~~one ~~represents~~percent ~~the~~from ~~original~~eight ~~purchase~~percent ~~price~~between ofperiods reflecting the ~~subsidiary’s~~impact ~~capital~~of ~~stock~~significantly ~~plus~~lower ~~any~~sales ~~income~~volumes ~~earned~~in ~~less~~the ~~any~~first ~~losses~~quarter ~~and any transfers~~ of ~~assets~~2009.

In respect of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Redemption Inc., KHC Assurance Inc. and Koppers Europe ApS, the Applicable Value of their common stock was based upon estimated market value. The Company has

~~calculated~~Australian ~~the~~CM&C ~~estimated~~sales ~~market~~decreased ~~value~~by of$16.3 ~~its~~million ~~subsidiaries’~~due ~~capital~~primarily ~~stock~~to bylower ~~determining~~volumes ~~the~~for ~~earnings~~carbon ~~before~~pitch ~~interest, taxes, depreciation~~ and ~~amortization,~~carbon orblack ~~EBITDA,~~totaling of$10.3 ~~each~~million. ~~subsidiary~~These ~~for~~decreases ~~the~~were ~~twelve~~partially ~~months~~offset ~~ended June 30, 2004, and multiplying this EBITDA~~ by ahigher ~~multiple~~prices ~~the~~for ~~Company~~carbon ~~used~~pitch ~~for~~and ~~purposes~~carbon ofblack ~~valuing~~totaling ~~its~~$7.6 ~~common stock~~million. ~~The~~Currency ~~Company~~exchange ~~retains~~rate anchanges ~~independent~~resulted ~~appraisal~~in ~~firm~~a ~~for~~reduction ~~purposes~~ of ~~calculating the~~sales ~~market~~totaling ~~value~~$10.8 ofmillion. ~~the~~Operating ~~Company’s~~profit ~~common~~as ~~stock~~a percentage ~~annually~~of onnet asales ~~going~~was ~~concern~~one ~~basis,~~percent asfor ~~required~~the ~~under~~three ~~the~~months ~~Stockholders’~~ended ~~Agreement~~March 31, ~~and~~2009 inas ~~connection~~compared ~~with~~to ~~determining~~11 ~~equity-based~~percent ~~compensation,~~for ~~and~~ the ~~Company~~prior ~~has~~period ~~used~~reflecting the ~~midpoint~~impact of ~~the range~~significantly ~~used~~lower bysales ~~such~~volumes ~~firm.~~in ~~The~~the ~~Company~~first ~~determined~~quarter ~~that using this multiple is a reasonable and appropriate means for determining fair value~~ of ~~its subsidiaries’ capital stock~~2009.

AsChinese ~~described~~CM&C ~~above,~~sales ~~the~~increased ~~Company~~by ~~has~~$0.7 ~~used~~million ~~EBITDA~~due ofprimarily ~~each~~to ofhigher ~~its~~volumes ~~subsidiaries solely for purposes~~ of ~~determining~~carbon ~~the~~pitch ~~estimated~~totaling ~~market value~~$3.6 ofmillion ~~their~~partially ~~capital~~offset ~~stock~~by tolower ~~determine~~pricing ~~whether~~for ~~that~~carbon ~~capital~~black feedstock ~~stock~~and isnaphthalene ~~included~~totaling ~~in the collateral~~$3.3 ~~EBITDA is not a recognized financial measure under U~~million.S. ~~GAAP~~Operating ~~and~~profit ~~does not purport to be an alternative to operating income~~ as ~~an indicator of operating performance or to cash flows from operating activities as~~ a ~~measure~~percentage of ~~liquidity.~~net ~~Additionally,~~sales ~~EBITDA~~was ~~has~~seven ~~limitations~~percent ~~as an analytical tool and should not be considered in isolation or as a substitute~~ for ~~analysis of~~ the ~~Company’s consolidated~~three ~~results~~months asended ~~reported under U.S. GAAP. Because not all companies use identical calculations~~March 31, ~~the~~2009 ~~presentation of EBITDA also may not be comparable to other similarly titled measures of other companies. An evaluation should be made of the adjustments~~ and the ~~reasons~~three ~~the~~months ~~Company~~ended ~~considers~~March 31, ~~them appropriate for analysis for determining estimated market value of the capital stock of the Company’s subsidiaries~~2008.

ARailroad & ~~change~~Utility inProducts ~~the~~operating ~~Applicable~~profit ~~Value~~for of the ~~capital~~quarter ~~stock~~ended ofMarch 31, ~~any~~2009 ofincreased ~~the~~by Company’s subsidiaries could result in a subsidiary’s capital stock that was previously excluded from collateral becoming part of the collateral or a subsidiary’s capital stock that was previously included in collateral being excluded$5.1 ~~The~~million ~~following~~as ~~table~~compared ~~reflects~~to the ~~amount~~prior byperiod ~~which~~primarily ~~the~~as a ~~Applicable~~result ~~Value~~ of ~~each~~higher ~~subsidiary’s~~sales ~~capital stock as~~ of ~~June~~treated ~~30,~~and ~~2004~~untreated ~~would~~railroad ~~have~~crossties toand ~~increase~~TSO incrossties. ~~order~~Operating ~~for~~profit as a ~~portion~~percentage of ~~that~~net ~~subsidiary’s~~sales ~~capital~~increased ~~stock~~ to noten ~~longer~~percent ~~constitute~~from ~~collateral~~seven ~~or,~~percent inbetween ~~the~~periods ~~case~~due ofto ~~Worldwide~~higher ~~Ventures~~production ~~Corp.,~~and ~~would have~~procurement tolevels ~~decrease in order~~ for railroad ~~the capital stock of Worldwide Ventures Corp~~crossties. ~~which is currently not collateral to become collateral:~~

Subsidiary	Change inApplicableValue
	(in millions)
Worldwide Ventures Corp.	$	6.2
Koppers Australia Holding Company Pty Ltd.		8.5
Koppers Australia Pty Ltd.		8.5
Koppers Redemption Inc.		64.0
Koppers Industries of Delaware		46.4
KHC Assurance Inc.		85.9
Concrete Products		64.0
Concrete Partners		61.6
Koppers Europe ApS		53.6

Cash Flow

AsNet ofcash ~~June~~provided ~~30,~~by ~~2004,~~operating ~~the Company~~activities ~~had~~was $521.47 million offor ~~cash~~the ~~and~~quarter ended March 31, 2009 as compared to net cash ~~equivalents~~provided ~~and~~by operating activities of $472.92 million offor ~~unused~~the ~~revolving~~quarter ~~credit~~ended ~~availability~~March 31, ~~for~~2008. ~~working~~The ~~capital~~increase ~~purposes~~of ~~after~~$19.5 ~~restrictions~~million in net cash provided by ~~various~~operations ~~debt~~is ~~covenants~~due primarily ~~and~~to ~~letter~~flat ofgrowth ~~credit~~in ~~commitments.~~working Ascapital ofrequirements ~~June~~due ~~30,~~to ~~2004,~~lower ~~$17.1~~CM&C ~~million~~raw material purchasing demands as a result of ~~commitments~~ ~~were~~the ~~utilized~~global byreduction ~~outstanding~~in ~~standby~~demand ~~letters~~for ofaluminum ~~credit~~products and other manufacturing-related products.

~~The increase~~Net ~~in net~~ cash ~~provided~~used by ~~operating~~investing activities ~~compared~~was to$3.8 ~~the~~million ~~prior~~for ~~year was primarily~~ the ~~result~~quarter ofended ~~higher net income~~March 31, a2009 ~~smaller~~as ~~increase~~compared into ~~working~~net ~~capital~~cash inused ~~the~~by ~~first~~investing ~~six~~activities ~~months~~ of ~~2004 (~~$~~21.~~4.1 million) ~~compared~~for to the ~~first half of 2003~~ ~~($26.9~~quarter ~~million)~~ended March 31, ~~and a $3~~2008.3 ~~million~~Capital ~~increase~~expenditures in ~~the~~2009 ~~utilization~~are ofexpected ~~deferred tax benefits as compared~~ to ~~the~~total ~~prior~~approximately ~~year~~$23 million.

Net cash used by financing activities was $4.7 million for the quarter ended March 31, 2009 as compared to net cash used by financing activities of $4.7 million for the quarter ended March 31, 2008. There were no borrowings or repayments of the revolving credit facility for the quarter ended March 31, 2009.

Dividends paid to Koppers Holdings were $4.7 million in the quarter ended March 31, 2009 as compared to dividends paid of $3.5 million for the quarter ended March 31, 2008. On May 6, 2009, the Company’s board of directors declared a quarterly dividend to Koppers Holdings in an amount equivalent to 22 cents per common share of Koppers Holdings common stock.

Liquidity and Capital Resources

Restrictions on Dividends to Koppers Holdings

Koppers Holdings, the parent company of Koppers Inc., depends on the dividends from the earnings of Koppers Inc. and its subsidiaries to generate the funds necessary to meet its financial obligations, including payments of principal, interest and other amounts on the 9⁷/8 percent Senior Discount Notes due 2014 (the “Senior Discount Notes”). The terms of Koppers Inc.’s revolving credit facility as well as the terms of the indenture governing the Senior Secured Notes significantly restrict Koppers Inc. from paying dividends and otherwise transferring assets to Koppers Holdings. The amount of permitted dividends under both debt facilities is governed by a formula based on 50 percent of consolidated net income, among other things. Cash equity contributions from the sale of Koppers Holdings’ common stock increase the amount available for dividends. At the time of the payment of the dividend, no event of default shall have occurred or be continuing under the indenture or the revolving credit facility.

Under the indenture relating to the Senior Secured Notes, Koppers Inc. must have an EBITDA (as defined in the indenture) to consolidated interest expense ratio of at least 2.0 to 1.0. Additionally, the revolving credit facility requires compliance with all financial covenants and availability of at least $35.0 million and leverage ratio less than 2.0 times under the revolving credit facility after giving effect to any proposed dividend. Significant reductions in net income, or increases to indebtedness affecting compliance with financial covenants or availability under the revolving credit facility would restrict Koppers Inc.’s ability to pay dividends. As of March 31, 2009, dividends available to be declared based on covenant restrictions under the Senior Secured Notes amounted to $123.7 million.

~~Capital~~Liquidity ~~expenditures were higher than the prior year due primarily to capital expenditures to increase capacity in the U.S. railroad crossties business as a result of increased demand.~~

~~Net~~The ~~cash~~Koppers ~~provided~~Inc. byrevolving credit ~~financing~~facility ~~activities~~agreement, inas ~~2004~~amended ~~related~~and torestated, ~~revolver~~provides ~~borrowings~~for a revolving credit facility of up to $33300.10 million toat ~~provide~~variable ~~for~~rates. Borrowings under the ~~payment~~revolving ofcredit facility are secured by a ~~$25.0~~first ~~million~~priority ~~dividend~~lien on substantially all of Koppers Inc.’s assets, including the ~~repayment~~assets of $4certain significant subsidiaries.0 ~~million~~The ofcredit ~~the~~facility ~~term~~contains ~~loan~~certain ~~and~~covenants ~~the~~that ~~purchase~~limit ofcapital ~~$2.1~~expenditures ~~million~~by ~~of common~~Koppers ~~stock~~Inc. ~~Net~~and ~~cash~~restrict ~~provided~~its byability ~~financing~~to ~~activities~~incur inadditional ~~the~~indebtedness, ~~prior~~create liens ~~year~~on ~~related~~its toassets, ~~net~~enter ~~borrowings~~into ~~from~~leases, ~~the~~pay ~~revolving~~dividends ~~credit~~and ~~facility~~make toinvestments ~~finance~~or anacquisitions. ~~increase~~In inaddition, ~~working~~such ~~capital~~covenants ~~and~~give ~~purchases~~rise to events of ~~stock~~default ~~from~~upon ~~retirees~~the failure by Koppers Inc. to meet certain financial ratios.

~~Legal~~As ~~Matters~~of March 31, 2009, the Company had $284.4 million of unused revolving credit availability for working capital purposes after restrictions by various debt covenants and certain letter of credit commitments. As of March 31, 2009, $14.7 million of commitments were utilized by outstanding letters of credit.

The ~~Company~~following istable summarizes ~~involved~~Koppers’ inestimated ~~litigation~~liquidity ~~and~~as ~~various~~of ~~proceedings relating to antitrust matters~~March 31, ~~environmental~~2009: ~~laws and toxic tort matters, including two cases pending in Texas and several cases pending in Pennsylvania alleging personal injuries from exposure to coal tar pitch.~~

Government Investigation. The Company is the subject of an ongoing investigation regarding industry competitive practices. On December 4, 2002, European Commission (“EC”) representatives visited the offices of the Company’s subsidiaries located in Nyborg, Denmark and Scunthorpe, England and obtained documents pursuant to legal process as part of an investigation of industry competitive practices concerning pitch, creosote and naphthalene. The United States Department of Justice (“DOJ”) also served a subpoena for similar documents at the Company’s headquarters in Pittsburgh, Pennsylvania. The Company has cooperated with both the EC and DOJ. Recently, DOJ returned the documents which the Company had produced. The Company has also cooperated with the Canadian Competition Bureau (“CCB”). As a result of such cooperation, (i) in February 2003, the EC granted the Company’s request for exemption from penalties for any infringement the EC may find as a result of its investigation concerning pitch; (ii) in April 2003, DOJ granted the Company’s request for exemption from prosecution for any infringement DOJ may find as a result of imports of pitch, creosote and naphthalene, or the purchase for export of coal tar used to produce these products; and (iii) in April 2003, the CCB granted Koppers a provisional guarantee of immunity from fines under the Canadian Competition Act with respect to the supply and sale of tar pitch, naphthalene, creosote oil and carbon black feedstock prior to 2001. These grants of immunity were all granted upon certain conditions, including the continued cooperation of the Company. The grants of immunity by the EC, DOJ and the CCB apply to any government fine or penalty related to each country’s investigation of industry competitive practices. If the Company fails to comply with the applicable conditions attached to these grants of immunity, the Company could be fined. Such fines, if assessed against the Company, could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. For example, the EC has the authority to assess fines in an amount up to 10% of a company’s worldwide sales. The DOJ and CCB also have the authority to assess significant fines. The Company is not currently aware of any other government investigations or other claims related to these investigations of industry competitive practices.



(Dollars in millions)
Cash and cash equivalents	$	76.1
Amount available under revolving credit facility		284.4
Amount available under other credit facilities		6.5

Total estimated liquidity	$	367.0

~~Pacific~~Our ~~Century. A~~estimated ~~subsidiary~~liquidity ofwas ~~Koppers~~$352.7 ~~Australia~~million ~~has~~at ~~been named as a defendant in a breach of contract and negligence lawsuit filed by Pacific Century in Queensland~~December 31, ~~Australia related to the sale of approximately 127,000 vineyard trellis posts~~2008. The ~~Complaint~~increase ~~claims~~in ~~that~~estimated ~~certain~~liquidity ~~posts~~from ~~were defective in~~ that ~~they~~date ~~either had decay, excessive bark or were less than the minimum specified size. In addition, plaintiff alleges violations of the Australian Timber Utilization and Marketing Act. Plaintiff~~ is ~~seeking damages in the amount of AU$6.6 million (approximately US$4.6 million) for, among other things, the costs of~~ ~~removing~~due ~~and~~primarily ~~replacing~~to ~~such~~an ~~trellis~~increase ~~posts. Plaintiff has also filed a lawsuit against the constructor of the vineyard trellises, which lawsuit has been consolidated with its claim against Koppers. Discovery~~ in ~~the~~cash ~~case~~during ~~is ongoing and there can be no assurance that an unfavorable resolution of this matter will not have a material adverse effect on~~ the ~~Company’s~~three ~~business,~~months ~~financial~~ended ~~condition~~March 31, ~~cash flows and results of operations~~2009.

The Company’s 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 for working capital, capital maintenance programs and mandatory defined benefit plan funding. The Company may also use cash to pursue potential strategic acquisitions. Capital expenditures in 2009, excluding acquisitions, are expected to total approximately $23 million. The Company believes that its cash flow from operations and available borrowings under the revolving credit facility will be sufficient to fund its anticipated liquidity requirements for at least the next twelve months. In the event that the foregoing sources are not sufficient to fund the Company’s expenditures and service its indebtedness, the Company would be required to raise additional funds.

Cash Flows from Discontinued Operations

The cash flows related to Monessen for the three months ended March 31, 2008 have not been restated in the consolidated statement of cash flows. The net cash inflows of discontinued operations totaled $0.5 million for the three months ended March 31, 2008.

With respect to the Monessen sale, in February 2009 the acquirer filed a notice of objection in connection with the determination of certain assumed liabilities and has requested an adjustment to the purchase price of approximately $2.0 million.

Debt Covenants

The covenants that affect availability of the revolving credit facility and which may restrict the ability of Koppers Inc. to pay dividends include the following financial ratios:

The fixed charge coverage ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, is not permitted to be less than 1.1.

The leverage ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, is not permitted to exceed 2.75.

The domestic interest coverage ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, is not permitted to be less than 3.0.

The Company is currently in compliance with all covenants in the credit agreement governing the revolving credit facility.

~~Other~~At ~~Matters~~March 31, 2009, Koppers Inc. had $185.8 million outstanding of Senior Secured Notes (excluding adjustment for a related interest rate swap). The Senior Secured Notes include customary covenants that restrict, among other things, the Company’s ability to incur additional debt, pay dividends or make certain other restricted payments, incur liens, merge or sell all or substantially all of the assets or enter into various transactions with affiliates. The Company is currently in compliance with all covenants in the indentures governing the Senior Secured Notes.

~~Dividend~~Subsidiary ~~Payments~~Pledges and Stock Redemption. In July 2004 the Company declared and paid a dividend totaling $8.5 million ($2.86 per share to common and preferred). The Company paid a $25 million dividend ($8.00 per share to common and preferred) in January 2004 which had been declared in December 2003. Additionally, pursuant to a redemption offer the Company repurchased approximately 45,000 shares of common stock in April 2004 for a total of approximately $0.7 million.

~~Pension Funding.~~ The ~~Company~~terms ~~expects~~of the Senior Secured Notes provide that the collateral securing the Senior Secured Notes will never include the securities of any subsidiary to ~~contribute~~the aextent ~~minimum~~the par value, book value as carried by us or the market value of ~~approximately~~the ~~$13.1~~securities ~~million~~(the “Applicable Value”) is equal to ~~its~~or Ugreater than 20 percent of the aggregate principal amount of the Senior Secured Notes outstanding (the “Collateral Threshold”). Rule 3-16 of Regulation S.-X ~~defined~~under ~~benefit~~the ~~pension~~Securities ~~plans~~Act inof ~~2004.~~1933 ~~The~~requires ~~Company’s~~the ~~estimates~~presentation of ~~its~~a ~~defined~~subsidiary’s ~~benefit~~stand-alone, ~~pension~~audited ~~plan~~financial ~~contributions~~statements ~~reflect~~if the ~~provisions~~subsidiary’s ofcapital ~~the~~stock ~~Pension~~secures ~~Funding~~an ~~Equity~~issuer’s ~~Act~~notes ofand ~~2004~~the par value, ~~which~~book ~~was~~value ~~enacted~~or inmarket ~~April~~value ~~2004.~~of Ofthe securities equals or exceeds the ~~$13~~Collateral Threshold.1 ~~million~~The ~~minimum~~indenture ~~amount~~governing the ~~Company~~Senior ~~expects~~Secured Notes toand ~~contribute~~the tosecurity ~~its~~documents ~~defined~~provide ~~benefit~~that ~~pension~~the ~~plans~~collateral inwill ~~2004,~~never include the ~~Company~~ ~~contributed~~capital ~~approximately~~stock ~~$2.5~~of ~~million~~any ~~during~~subsidiary to the ~~three~~extent ~~months~~the ~~ended~~Applicable ~~June~~Value ~~30,~~of ~~2004~~the ~~and~~securities ais ~~total~~equal ofto ~~$4.0~~or ~~million~~greater ~~through~~than the ~~six~~Collateral ~~months~~Threshold. ~~ended~~As ~~June~~a 30result, ~~2004~~Koppers will not be required to present separate financial statements of any of its subsidiaries under Rule 3-16.

~~Restructuring~~As ~~Reserves. During~~a ~~2003~~result of the ~~Company~~provisions ~~incurred~~in ~~restructuring~~the indenture and ~~impairment~~security documents ~~charges~~relating to subsidiary securities, holders of ~~$8.5~~the Senior Secured Notes may at any time in the future lose a portion of their security interest in the securities of any of our other subsidiaries if the Applicable Value of that stock were to ~~million~~become equal to or greater than the Collateral Threshold. As stated above, Applicable Value is defined as the greatest of ~~which~~book $0value, par value and market value of a subsidiary’s securities.7 ~~were~~Currently, ~~cash~~all ~~charges~~of ~~for~~the ~~severance~~capital ~~and~~stock ~~related~~of ~~charges~~all of our domestic subsidiaries other than World-Wide Ventures Corp., AtKoppers ~~June~~Australia 30Holding Company Pty Ltd., ~~2004~~Koppers ~~substantially~~Australia Pty Ltd., Koppers Delaware, Inc., and all of our subsidiaries other than 35 percent of the ~~cash~~voting ~~charges~~capital ~~have~~stock ~~been~~of ~~paid~~Koppers Europe ~~and~~ApS ~~there~~constitute ~~are~~collateral nofor ~~remaining~~the ~~reserves~~Senior Secured Notes.

~~Consolidation~~We ofhave ~~Koppers~~based ~~China. In~~our ~~1999~~determination ~~the~~of ~~Company~~which ~~entered~~subsidiary’s ~~into~~capital astock ~~joint~~currently ~~venture agreement with TISCO to~~constitutes ~~rehabilitate~~collateral ~~and~~upon ~~operate~~the abook ~~tar~~value, ~~distillation~~par ~~facility~~value inand ~~China.~~estimated ~~Koppers~~market ~~China~~value isof ~~60% owned by~~ the ~~Company~~capital ~~and~~stock ~~began~~of ~~production~~each of ~~coal~~its ~~tar~~subsidiaries ~~products~~as ~~in 2001. Contributions~~ of ~~cash~~March 31, ~~engineering~~2009 ~~services~~ and ~~acquisition costs for~~ the ~~joint~~operations ~~venture total $10.5 million to date. In June 2001, the Company entered into an agreement with TISCO whereby TISCO assumed control~~ of ~~Koppers~~these ~~China~~subsidiaries ~~through~~since ~~December~~that ~~31, 2003~~date. The ~~Company~~Applicable ~~chose~~Value tofor ~~delay development of~~ the ~~carbon~~capital ~~pitch~~stock ~~export market due to the~~of ~~restructuring~~each of ~~the~~our ~~North~~subsidiaries ~~American~~is ~~aluminum smelting capacity. In~~ the ~~interim,~~greater ~~TISCO~~of ~~assumed responsibility for~~ the ~~joint~~book ~~venture~~value toand ~~develop~~estimated ~~the domestic Chinese~~ market. ~~During this period~~value, ~~TISCO~~as ~~bore all responsibility for~~ the ~~operations~~value ~~and management~~ of ~~the~~each ~~facility,~~subsidiary’s ascapital ~~well~~stock asis ~~the~~nominal ~~net~~and ~~income~~therefore orhas ~~loss,~~not ~~except~~impacted ~~for~~our ~~the~~calculation ~~Company’s~~of ~~pro~~Applicable ~~rata~~Value. ~~share~~The ofNet ~~depreciation,~~Fair ~~amortization~~Value and ~~income~~Net ~~taxes~~Book Value ofcalculations ~~the~~each ~~joint~~include ~~venture.~~an ~~Accordingly,~~allocation ~~the~~of ~~Company~~corporate ~~changed~~debt ~~its~~to ~~method~~the ofsubsidiaries. ~~accounting~~Set ~~from consolidation~~forth toin the ~~equity~~table ~~method~~below ~~effective~~is ~~June~~the ~~2001~~Applicable toValue ~~reflect~~of ~~this~~each ~~change~~subsidiary’s incapital ~~its~~stock ~~ability~~as toof ~~control~~March 31, ~~Koppers~~2009: ~~China.~~

On January 1, 2004, the Company resumed control of Koppers China, which resulted in the consolidation of Koppers China in the Company’s financial statements beginning in the first quarter of 2004. For the three months ended June 30, 2004 sales and net income for Koppers China were $7.2 million and $0.8 million, respectively. Sales and net income for the six months ended June 30, 2004 amounted to $13.9 million and $1.6 million, respectively. The Company anticipates that the profitability of Koppers China will be negatively impacted by the slowing of the Chinese economy and lower selling prices for certain products in the near term.


Subsidiary	Applicable Value as of March 31, 2009			Net Fair Value as of March 31, 2009			Net Book Value as of March 31, 2009
(Dollars in millions)
World-Wide Ventures Corp.⁽¹⁾	$	239.4		$	239.4		$	75.1
Koppers Australia Holding Company Pty Ltd.⁽²⁾		146.0			146.0			55.9
Koppers Australia Pty Ltd.		146.0			146.0			55.9
Koppers Europe ApS		93.3			93.3			19.3
Koppers Delaware, Inc.		84.8			47.1			84.8
Concrete Partners, Inc.		6.5			(5.0	)		6.5
Koppers Concrete Products, Inc.		0.1			(0.1	)		0.1
Koppers Assurance, Inc.		(13.4	)		(13.4	)		(15.9	)
Koppers Redemption, Inc.		—			—			—

~~Interest~~(1) ~~Rate~~The ~~Swap. In~~assets ~~January 2004 the Company entered into an interest rate swap agreement for $50 million~~ of the New Notes in order to protect a portion of the debt against changes in fair value due to changes in the benchmark interest rate. The agreement is designed to receive fixed 9.875% and pay floating sixWorld-~~month~~Wide ~~LIBOR~~Ventures ~~rates plus a spread of 5~~Corp.~~395%~~ ~~with~~include ~~semiannual settlements through October 2013. Changes in~~ the ~~fair~~stock ~~value~~ of ~~the~~Koppers ~~interest~~Europe ~~rate~~ApS ~~swap~~and ~~are~~Koppers ~~expected~~Australia toHolding ~~offset~~Company ~~changes~~Pty ~~in the fair value of the New Notes~~Ltd. ~~The impact on the three months~~ and ~~six months ended June 30~~, ~~2004 was to lower interest expense by approximately $0.4 million and $0.7 million~~therefore, ~~respectively.~~include ~~If no market rate changes occur for~~ the ~~remainder~~Applicable ofValue, ~~2004~~net ~~the~~fair ~~expected~~value ~~impact~~and isnet tobook ~~lower interest expense for year 2004 by a total of approximately $1.6 million. The fair~~ value of ~~the~~Koppers ~~swap~~Europe ~~agreement~~ApS atand ~~June~~Koppers ~~30,~~Australia ~~2004~~Holding ~~was~~Company aPty ~~liability of $2~~Ltd.~~5 million.~~

(2)

The assets of Koppers Australia Holding Company Pty Ltd. include the stock of Koppers Australia Pty Ltd. and, therefore, the Applicable Value, net fair value and net book value of Koppers Australia Holding Company Pty Ltd. include the Applicable Value, net fair value and net book value of Koppers Australia Pty Ltd.

Based upon the foregoing, the Applicable Value of the capital stock of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc. and Koppers Europe ApS exceeded the Collateral Threshold of $37.2 million as of March 31, 2009. Further, we believe that, based upon the significant differences between the

~~Critical~~ Applicable ~~Accounting~~Value ~~Policies~~of the capital stock of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc., Koppers Europe ApS and the Collateral Threshold as of March 31, 2009 (there have been no significant changes in the operations of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc. and Koppers Europe ApS since that date), we have determined that the Applicable Value of the capital stock of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc. and Koppers Europe ApS currently exceed the Collateral Threshold. As a result, the pledges of capital stock of Worldwide Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc. and Koppers Europe ApS are automatically reduced to the extent that the Applicable Value exceeds the Collateral Threshold.

~~The~~In ~~preparation~~respect of ~~financial~~Koppers ~~statements~~Delaware, inInc., ~~conformity~~Koppers ~~with~~Concrete Products, ~~GAAP~~Inc. ~~requires management to use judgment in making estimates~~ and ~~assumptions~~Concrete ~~that~~Partners, ~~affect~~Inc., the ~~reported amounts~~Applicable Value of ~~revenues~~their ~~and~~common ~~expenses,~~stock ~~assets~~was ~~and~~based ~~liabilities,~~upon ~~and~~book ~~the~~value. ~~disclosure~~Book value of ~~contingent~~a ~~liabilities.~~subsidiary’s ~~The~~capital ~~following~~stock ~~accounting~~is ~~policies~~calculated ~~are~~as ~~based~~of ~~on,~~each ~~among~~preceding ~~other~~period ~~things,~~end ~~judgments~~ and ~~assumptions~~represents ~~made~~the byoriginal ~~management~~purchase price ~~that~~of ~~include~~the ~~inherent risks and uncertainties. Management~~subsidiary’s ~~estimates~~capital ~~are~~stock ~~based~~plus onany ~~the~~income ~~relevant~~earned ~~information~~less ~~available~~any atlosses ~~the~~and ~~end~~any transfers of ~~each period~~assets.

~~Long~~In respect of World-~~Lived~~Wide ~~Assets~~Ventures Corp. ~~Management~~, ~~periodically~~Koppers Australia ~~evaluates~~Holding ~~the~~Company ~~net~~Pty ~~realizable~~Ltd., ~~value~~Koppers ofAustralia ~~long-lived~~Pty ~~assets~~Ltd., ~~including~~Koppers ~~property~~Assurance, ~~plant~~Inc. and ~~equipment,~~ ~~based~~Koppers onEurope aApS, ~~number~~the ofApplicable ~~factors~~Value ~~including~~of ~~operating~~their ~~results,~~common ~~projected~~stock ~~future~~was ~~cash~~based ~~flows~~upon ~~and~~estimated ~~business~~market ~~plans~~value. ~~The~~We ~~Company~~have ~~records~~calculated ~~long-lived~~the ~~assets~~estimated atmarket ~~the~~value ~~lower~~ of ~~cost~~our subsidiaries’ orcapital ~~fair~~stock ~~value~~by determining the earnings before interest, ~~with~~taxes, ~~fair~~depreciation ~~value~~and ~~based~~amortization, onor ~~assumptions~~EBITDA, ~~concerning~~of each subsidiary for the ~~amount and~~twelve ~~timing~~months ofended ~~estimated~~March 31, ~~future~~2009, ~~cash~~and ~~flows.~~multiplying ~~Since~~this ~~judgment~~EBITDA isby ~~involved~~a inmultiple ~~determining~~used by Koppers Holdings for the ~~fair~~initial ~~value~~public ofoffering ~~fixed~~price ~~assets~~in February 2006, ~~there~~based ison ~~risk~~the fact that the ~~carrying~~ value of Koppers Holdings’ shares were based upon the performance of its wholly owned subsidiary, Koppers Inc. The Company’s ~~long-lived~~determined ~~assets~~that ~~may~~using this multiple continues to be ~~overstated~~a reasonable and appropriate means for determining fair value of our subsidiaries’ capital stock.

~~Goodwill. Effective~~As ~~January~~described 1above, ~~2002~~we have used EBITDA of each of our subsidiaries solely for purposes of determining the ~~Company~~estimated ~~adopted SFAS~~market ~~No.~~value ~~142,~~of ~~Goodwill~~the ~~and~~capital ~~Other~~stock ~~Intangible~~to ~~Assets,~~determine ~~under~~whether ~~which~~that ~~goodwill~~capital stock is noincluded ~~longer~~in ~~amortized~~the ~~but~~collateral. EBITDA is ~~assessed~~not ~~for~~a ~~impairment~~recognized atfinancial ~~least~~measure onunder anU.S. ~~annual~~GAAP and ~~basis.~~does Innot ~~making~~purport ~~this~~to ~~assessment,~~be ~~management~~an ~~relies~~alternative onto ~~various~~operating ~~factors~~income ~~including~~as an indicator of operating ~~results,~~ ~~estimated~~performance ~~future~~or to cash flows, ~~and~~from ~~business~~operating ~~plans~~activities as a measure of liquidity. ~~There~~Additionally, ~~are~~EBITDA ~~inherent~~has ~~uncertainties~~limitations ~~related~~as toan ~~these~~analytical ~~factors~~tool and inshould ~~management’s~~not ~~judgment~~be considered in ~~applying~~isolation ~~them~~or toas ~~the~~a substitute for analysis of ~~goodwill~~our ~~impairment~~consolidated results as reported under U.S. ~~Since~~GAAP. ~~management’s~~Because ~~judgment~~not isall companies use identical calculations, the presentation of EBITDA also may not be comparable to other similarly titled ~~involved~~measures inof ~~performing~~other ~~goodwill~~companies. ~~impairment~~An ~~analyses,~~evaluation ~~there~~should isbe ~~risk~~made ~~that~~of the ~~carrying~~adjustments and the reasons we consider them appropriate for analysis for determining estimated market value of ~~goodwill~~the iscapital ~~overstated~~stock of our subsidiaries.

~~Goodwill~~A ~~valuations~~change ~~are~~in ~~performed~~the ~~using~~Applicable anValue ~~average~~ of ~~actual~~the ~~and~~capital ~~projected~~stock ~~operating~~of ~~results~~any of ~~the~~our ~~relevant~~subsidiaries ~~reporting~~could ~~units.~~result ~~Changes~~ in ~~economic~~a ~~and~~subsidiary’s ~~operating~~capital stock that was previously excluded from collateral ~~conditions~~becoming ~~impacting~~part ~~these~~of ~~assumptions~~the ~~could~~collateral ~~result~~or ina ~~goodwill~~subsidiary’s ~~impairments~~capital stock that was previously included in ~~future~~collateral ~~periods~~being excluded. ~~Additionally,~~The ~~disruptions~~following totable reflects the ~~Company~~amount by which the Applicable Value of each subsidiary’s ~~business~~capital ~~such~~stock as ~~prolonged~~of March 31, ~~recessionary~~2009 ~~periods~~would orhave ~~unexpected~~to ~~significant~~change ~~declines~~in order for a portion of that subsidiary’s capital stock to no longer constitute collateral or, in ~~operating~~the ~~results~~case of World-Wide Ventures Corp., Koppers Australia Holding Company Pty. Ltd., Koppers Australia ~~the~~Pty ~~relevant~~Ltd., ~~reporting~~Koppers ~~units~~Delaware, ~~could~~Inc., ~~result~~and Koppers Europe ApS would have to decrease in ~~charges~~order for ~~goodwill~~the ~~and~~capital ~~other~~stock ~~asset~~of ~~impairments~~each inof ~~future~~World-Wide ~~periods~~Ventures Corp., Koppers Australia Holding Company Pty Ltd., Koppers Australia Pty Ltd., Koppers Delaware, Inc., and Koppers Europe ApS that is currently not collateral to become collateral:

Revenue Recognition. The Company recognizes revenue from product sales at the time of shipment or when title passes to the customer. The Company recognizes revenue related to the procurement of certain untreated railroad crossties upon transfer of title, which occurs upon delivery to our plant and acceptance by the customer. Service revenue, consisting primarily of wood treating services, is recognized at the time the service is provided.


Subsidiary	Change in Applicable Value
(Dollars in millions)
World-Wide Ventures Corp.	$	(202.2	)
Koppers Australia Holding Company Pty Ltd.		(108.9	)
Koppers Australia Pty Ltd.		(108.9	)
Koppers Europe ApS		(56.2	)
Koppers Delaware, Inc.		(47.6	)
Concrete Partners, Inc.		30.6
Koppers Concrete Products, Inc.		37.0
Koppers Redemption, Inc.		37.2
Koppers Assurance, Inc.		50.6

Inventories. In the United States, Carbon Materials & Chemicals (excluding furnace coke) and Railroad & Utility Products inventories are valued at the lower of cost, utilizing the last-in, first-out basis, or market. Inventories outside the U.S. are valued at the lower of cost, utilizing the first-in, first-out basis, or market. Market represents replacement cost for raw materials and net realizable value for work in process and finished goods.

Accrued Insurance. The Company is insured for property, casualty and workers’ compensation insurance up to various stop loss amounts after meeting required retention levels. Losses are accrued based upon estimates of the liability for the related retentions for claims incurred using certain actuarial assumptions followed in the insurance industry and based on the Company’s experience. In the event the Company incurred a significant number of losses beyond the coverage retention limits, additional expense beyond the actuarial projections would be required.

Pension and Postretirement Benefits. Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided far into the future and allocating that cost over the time period each employee works. This calculation requires extensive use of assumptions

~~regarding~~Legal ~~inflation,~~Matters investment returns, mortality, medical costs, employee turnover and discount rates. In determining the expected return on plan assets assumptions, the Company evaluates long-term actual return information, the mix of investments that comprise plan assets and estimates of future investment returns. In selecting rates for current and long-term health care assumptions, the Company takes into consideration a number of factors including the Company’s actual health care cost increases, the design of the Company’s benefit programs, the characteristics of the Company’s active and retiree populations and expectations of inflation rates. Since these items require management’s judgment, the related liabilities currently recorded by the Company could be lower or higher than amounts ultimately required to be paid.

~~Accounts~~The ~~Receivable. Koppers~~information ~~maintains~~set ~~allowances~~forth ~~for~~in Note ~~doubtful~~17 ~~accounts for estimated losses resulting from the inability of its customers~~ to ~~make required payments. In circumstances where~~ the ~~Company~~Condensed ~~becomes~~Consolidated ~~aware~~Financial Statements of ~~a specific customer’s inability to meet its financial obligations, a specific reserve for bad debts is recorded against amounts due~~Koppers Inc. Ifincluded ~~the financial condition of the Company’s customers were to deteriorate, resulting~~ in anItem 1 ~~impairment~~ of ~~their~~this ~~ability~~Part toI ~~make~~is ~~payments,~~incorporated ~~additional~~herein ~~allowances~~by ~~may be required~~reference.

~~Environmental Liabilities. Koppers is subject to~~Recently ~~federal,~~Issued ~~state,~~Accounting ~~local~~Guidance and foreign laws and regulations and potential liabilities relating to the protection of the environment and human health and safety including, among other things, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, the discharge of effluent into waterways, the emission of substances into the air and various health and safety matters. The Company expects to incur substantial costs for ongoing compliance with such laws and regulations. Koppers may also face governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with past and present operations. The Company accrues for environmental liabilities when a determination can be made that they are probable and reasonably estimable.

~~Legal~~There ~~Matters. The Company records liabilities related to legal matters when an adverse outcome~~ is ~~probable~~no ~~and~~recently ~~reasonably~~issued ~~estimable.~~accounting Toguidance ~~the~~expected ~~extent the Company anticipates favorable outcomes~~ to ~~these~~ ~~matters~~have ~~which~~a ~~ultimately result in adverse outcomes, the Company could incur~~ material ~~adverse~~impact ~~impacts~~ on ~~earnings and cash flows. Since such matters require significant judgments on~~ the ~~part of management, the recorded liabilities could be lower than what is ultimately required~~Company.

~~Asset~~Critical ~~Retirement Obligations. The~~Accounting ~~Company~~Policies measures asset retirement obligations based upon the applicable accounting guidance, using certain assumptions including estimates regarding the recovery of residues in storage tanks. In the event that operational or regulatory issues vary from the Company’s estimates, the Company could incur additional significant charges to income and increases in cash expenditures related to the disposal of those residues.

~~Deferred~~There ~~Tax~~have ~~Assets. At~~been ~~June~~no ~~30,~~material ~~2004~~changes to the Company’s ~~balance~~ sheet includes $60.5 million of deferred tax assets. The Company has determined that no reserve is required for these deferred tax assets, based on future earnings projections. To the extent that the Company encounters unexpectedcritical ~~difficulties~~accounting inpolicies ~~market~~as ~~conditions,~~disclosed ~~adverse changes~~ in ~~regulations affecting~~ the Company’s ~~businesses~~Annual ~~and~~Report ~~operations,~~on ~~adverse~~Form ~~outcomes~~10-K ~~in legal and environmental matters, or any other unfavorable conditions, the projections~~ for ~~future taxable income may be overstated and~~ the ~~Company~~year ~~may~~ended beDecember 31, ~~required to record a valuation allowance related to these deferred tax assets which could have a material adverse effect on income in the future~~2008.

Recently Issued Accounting Standards

In May 2004, the FASB issued Staff Position No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“FSP 106-1”). This Act was signed into law by the President on December 8, 2003 and introduces a prescription drug

benefit plan under Medicare Part D as well as a federal subsidy to sponsors of retiree health benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. FSP 106-2 provides guidance on how companies should account for the impact of the Act on their postretirement health care plans. To encourage employers to retain or provide postretirement drug benefits, beginning in 2006 the federal government will provide non-taxable subsidy payments to employers that sponsor prescription drug benefits to retirees that are actuarially equivalent to the Medicare benefit. FSP 106-2 is effective for interim or annual financial statements beginning after June 15, 2004. The net periodic postretirement benefit cost included in the financial statements does not reflect the effects of the Act because the Company had not yet made a determination as to whether the benefits provided under its plans are actuarially equivalent to Medicare Part D under the Act.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88 and 106, and a revision of FASB Statement No. 132. This statement requires additional disclosure about the assets, obligations, cash flow and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. This statement also requires interim disclosure of the net periodic benefit cost and actual or expected employer contributions. The standard is effective for fiscal years ending after December 15, 2003 and interim periods beginning after December 15, 2003.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, effective for the fiscal period beginning after December 15, 2003. Statement No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. To the extent that the Company is required to purchase shares of common stock, the adoption of Statement No. 150 requires the Company to classify common stock subject to redemption as a liability as of January 1, 2004. Prospectively, changes in the liability with the exception of redemptions will be included in pre-tax income.

Prior to February 27, 2004 the Stockholders’ Agreement required the Company to redeem shares of common stock owned by officers, directors, and current and former employees of the Company upon a Management Investor’s ceasing for any reason to be employed by the Company. On February 27, 2004 the Stockholders’ Agreement was amended to make the redemption of common stock from such Management Investors at the option of the Company.

The initial adoption of Statement No. 150 resulted in the recognition of a liability in the amount of $13.2 million for shares with a mandatory redemption requirement. At June 30, 2004 after giving effect to the amendment to the Stockholders’ Agreement as noted above, the remaining liability was $2.0 million based on prior commitments to redeem shares. The remaining $11.2 million was reclassified to capital in excess of par value as a result of the elimination of the mandatory redemption requirement. There was no cumulative effect adjustment as a result of the adoption of Statement No. 150.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (“FIN No. 46”). FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In December 2003, FASB issued a revision to FIN No. 46; for the Company, the revised provisions of FIN No. 46 must be applied for the first interim or annual period beginning after December 15, 2004. The Company does not expect that the adoption of FIN No. 46 will have a material impact on its financial position, cash flows or results of operations.

Environmental and Other Matters

The ~~Company~~information isset ~~subject~~forth toin ~~federal,~~Note ~~state,~~17 ~~local and foreign laws and regulations and potential liabilities relating~~ to the ~~protection~~Condensed ofConsolidated ~~the~~Financial ~~environment~~Statements ~~and human health and safety including, among other things, the cleanup~~ of ~~contaminated sites, the treatment, storage and disposal of wastes, the discharge of effluent into waterways, the emission of substances into the air and various health and safety matters.~~ Koppers ~~expects to incur substantial costs for ongoing compliance with such laws and regulations~~ Inc. ~~The~~included ~~Company~~in ~~may~~Item 1 ~~also face governmental or third-party claims, or otherwise incur costs, relating to cleanup~~ of, orPart ~~for~~I ~~injuries~~is ~~resulting~~incorporated herein ~~from,~~by ~~contamination at sites associated with past and present operations~~reference. ~~The Company accrues for environmental liabilities when a determination can be made that they are probable and reasonably estimable.~~

~~Environmental~~ITEM 3. ~~and~~QUANTITATIVE ~~Other~~AND ~~Liabilities~~QUALITATIVE ~~Retained~~DISCLOSURES orABOUT ~~Assumed~~MARKET byRISK ~~Others~~

~~The~~There ~~Company~~are ~~has~~no ~~agreements~~material ~~with~~changes ~~former owners of certain of its operating locations under which the former owners retained or assumed and agreed~~ to ~~indemnify~~ the ~~Company~~disclosure ~~against~~on ~~certain~~this ~~environmental~~matter ~~and~~made ~~other~~in ~~liabilities. The most significant of these agreements was entered into at~~ the ~~Acquisition. Under the related asset purchase agreement between the~~ Company and Beazer East, subject to certain limitations, Beazer East assumed the responsibility for and agreed to indemnify the Company against certain liabilities, damages, losses and costs, including, with certain limited exceptions, liabilities under and costs to comply with environmental laws to the extent attributable to acts or omissions occurring prior to the Acquisition. Beazer Limited unconditionally guaranteed Beazer East’s ~~performance~~Annual ofReport ~~the Indemnity pursuant to the Guarantee. Beazer Limited became a wholly owned indirect subsidiary of Hanson PLC~~ on ~~December~~Form 4,10-K ~~1991.~~for ~~In 1998, Hanson PLC purchased an insurance policy under which~~ the ~~funding~~year ~~and~~ended ~~risk of certain environmental and other liabilities relating to the former Koppers Company~~December 31, ~~Inc~~2008. ~~operations of Beazer East (which includes locations purchased from Beazer East by the Company) are underwritten by Centre Solutions (a member of the Zurich Group) and Swiss Re.~~

The Indemnity provides different mechanisms, subject to certain limitations, by which Beazer East is obligated to indemnify the Company with regard to certain environmental and other liabilities and imposes certain conditions on the Company before receiving such indemnification. In July 2004, the Company entered into an agreement with Beazer East to amend the December 29, 1988 asset purchase agreement to provide, among other things, for the continued tender of pre-closing environmental liabilities to Beazer East through July 2019. As consideration for the agreement, Koppers will pay Beazer East four annual installments totaling $7 million, and provide cost-sharing arrangements at certain of the Company’s operating sites.

Contamination has been identified at 19 of the Company’s owned sites. Three sites owned and operated by the Company in the United States, as well as one former site the Company recently sold, are listed on the National Priorities List promulgated under CERCLA. The sites include the Company’s Gainesville, Florida wood treating facility; the Galesburg, Illinois wood treating facility; the Florence, South Carolina wood treating facility; and the former Feather River, California facility, which was recently sold. Currently, at the properties acquired from Beazer East (which include all of the National Priorities List sites and all but one of the RCRA-permitted sites), substantially all investigative, cleanup and closure activities are being conducted and paid for by Beazer East pursuant to the terms of the Indemnity. In addition, many of the Company’s sites are or have been operated under RCRA permits, and remedial and closure activities are being conducted thereunder at several of these sites.

To date, the parties that retained, assumed or agreed to indemnify the Company against the liabilities referred to above have performed their obligations in all material respects. The Company believes that for the last three years amounts paid by Beazer East as a result of its environmental remediation obligations under the Indemnity have averaged in total approximately $8.3 million per year.

If for any reason (including disputed coverage or financial incapability) one or more of such parties fail to perform their obligations and the Company is held liable for or otherwise required to pay all or part of such liabilities without reimbursement, the imposition of such liabilities on the Company could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations. In addition, if the Company were required to record a liability with respect to all or a portion of such matters on the Company’s balance sheet, the amount of the Company’s total liabilities could exceed the book value of the Company’s assets by an additional amount that could be significant.

Also, contamination has been detected at certain of the Company’s Australian facilities. These sites include the Company’s tar distillation facility in Mayfield, NSW, Australia and its wood protection chemicals facility in Trentham, Victoria, Australia, which has been listed on the Victorian register of contaminated sites. A total of $1.0 million is reserved for the estimated remediation costs at these sites.

Grenada. The Company, along with Beazer East, Illinois Central Railroad and Heatcraft, has been named in four toxic tort lawsuits involving numerous plaintiffs in various state courts in Mississippi and one such case in federal court in Mississippi arising from the operation of Grenada and an adjacent manufacturing facility operated by Heatcraft. The Complaints allege that plaintiffs were exposed to harmful levels of various toxic chemicals, including creosote and pentachlorophenol, as a result of soil, surface water and groundwater contamination and air emissions from the Grenada facility and the Heatcraft facility. In the state court actions, each plaintiff seeks compensatory damages from the defendants of $5 million and punitive damages of $10 million. There are currently approximately 115 plaintiffs in the state court actions. In the federal court action, each plaintiff seeks compensatory damages from the defendants in an unspecified amount and punitive damages of $20 million for each of four counts (gross negligence, negligence per se, intentional tort and conspiracy). There are currently approximately 60 plaintiffs in the federal court action. Based on the Company’s experience in defending previous toxic tort cases (including the Company’s victory in similar litigation involving Green Spring), the Company does not believe that the damages sought by the plaintiffs in the state court and federal court actions are supported by the facts of the cases. The Company is seeking to transfer venue of the state court cases to Grenada County, Mississippi. The venue issue is currently on appeal to the Mississippi Supreme Court. During the pendency of the appeal, discovery in the state court cases has been stayed. However, discovery is continuing in the federal court case. Although the Company intends to vigorously defend these cases, there can be no assurance that an unfavorable resolution of this matter will not have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.

Somerville. The Company, along with Burlington Northern and Santa Fe Rail Way Company and Solvents and Chemicals, Inc., was initially named in a total of 11 toxic tort lawsuits for a total of approximately 30 plaintiffs that were filed in various state courts in Texas by individuals claiming to be current or former residents of Somerville, Texas. Recently, the Company has been dismissed as a defendant in three of such cases (involving a total of five plaintiffs), and Kerr-McGee Chemicals LLC has been added as a defendant. The complaints allege that plaintiffs have suffered personal injuries resulting from exposure to chemicals used at the Somerville, Texas wood treating plant, which has been owned by the Company since 1995. The plaintiffs seek actual damages in and unspecified amount. Each case is in its early stage, and the Company intends to vigorously defend these cases.

Other Environmental Matters

In October 1996, the Company received a Clean Water Act information request from EPA. This information request asked for comprehensive information on discharge permits, applications for discharge permits, discharge monitoring reports and the analytical data in support of the reports and applications. EPA subsequently alleged that the Company violated various provisions of the Clean

Water Act. Koppers subsequently agreed, among other things, to a $2.9 million settlement, payable in three installments. The first two payments, totaling $1.0 million each, were made in April 2004 and 2003, respectively.

Additionally, during an investigation initiated by the Company at its Woodward Coke facility prior to its closure in January 1998, it was discovered that certain environmental records and reports related to the discharge of treated process water contained incomplete and inaccurate information. Corrected reports were submitted to the State of Alabama and EPA, which resulted in a Complaint against the Company by EPA alleging certain civil and criminal violations of applicable environmental laws. The Company subsequently entered into a plea agreement which provides, among other things, for the payment by Koppers of a $2.1 million fine payable to the government and $0.9 million in restitution payable to the Black Warrior-Cahaba Rivers Land Trust in three equal annual installments beginning in December 2002. The Company’s plea was entered in August 2002 and the sentencing occurred in December 2002. At the sentencing, the court, among other things, approved the terms of the plea agreement previously negotiated between the Company and EPA. The first two payments, totaling $1.0 million each, were made in December 2003 and 2002, respectively. A failure on the Company’s part to comply with the terms of the compliance agreement, plea agreement and probation could lead to significant additional costs and sanctions, including the potential for the Company’s suspension or debarment from governmental contracts.

ITEM 4. CONTROLS AND PROCEDURES

AsThe ofCompany’s ~~June 30~~management, ~~2004~~with anthe ~~evaluation~~participation ~~was~~of ~~performed~~the ~~under~~Chief ~~the~~Executive ~~supervision~~Officer and ~~with~~Chief Financial Officer, have evaluated the ~~participation~~effectiveness of the Company’s ~~management~~disclosure controls and procedures, ~~including~~as ~~the~~defined ~~Chief~~in ~~Executive Officer~~Rules 13a-15(e) and 15d-15(e) of the ~~Chief~~Securities ~~Financial~~Exchange ~~Officer,~~Act of ~~the~~1934 ~~effectiveness~~as of the ~~design~~end ~~and operation~~ of the ~~Company’s~~period ~~disclosure~~covered ~~controls~~by ~~and~~this ~~procedures~~report. Based on that evaluation, the ~~Company’s management, including the~~ Chief Executive Officer and ~~the~~ Chief Financial Officer, have concluded that ~~the~~these ~~Company’s disclosure~~ controls and procedures were effective as of ~~June~~the ~~30,~~end ~~2004~~of the period covered by this report. There ~~have~~was ~~been~~ no ~~significant~~change ~~changes~~ in the Company’s internal control ~~controls~~over orfinancial reporting (as such term is defined in ~~other~~Rule ~~factors~~13a-15(f) under the Exchange Act) that ~~could significantly~~occurred ~~affect~~during ~~internal~~the ~~controls~~quarter ~~subsequent~~ended March 31, 2009 that has materially affected, or is reasonably likely to ~~June~~materially 30affect, ~~2004~~the Company’s internal control over financial reporting.

37PART II – OTHER INFORMATION

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The ~~Company~~information isset ~~involved~~forth in ~~litigation~~Note ~~and~~17 ~~various proceedings relating~~ to ~~antitrust~~the ~~matters,~~Condensed ~~environmental~~Consolidated ~~laws~~Financial ~~and~~Statements ~~toxic~~of ~~tort~~Koppers ~~matters, including two cases pending~~Inc. included in ~~Texas~~Item 1 ~~and~~of ~~several~~Part ~~cases~~I ~~pending~~of inthis ~~Pennsylvania~~report ~~alleging~~is ~~personal~~incorporated ~~injuries~~herein ~~from~~by ~~exposure to coal tar pitch~~reference.

~~Pacific Century~~ITEM 1A. A ~~subsidiary~~RISK ofFACTORS ~~Koppers Australia has been named as a defendant in a breach of contract and negligence lawsuit related to the sale of vineyard trellis posts.~~

~~Government Investigation. The~~There ~~Company~~have ~~has~~ been ~~involved~~no inmaterial ~~investigations~~changes ~~initiated~~to by the ~~European~~Risk ~~Commission,~~Factors ~~the~~previously ~~United~~disclosed ~~States~~in ~~Department~~Item 1A of ~~Justice and~~ the ~~Canadian~~Company’s ~~Competition~~Annual ~~Bureau~~Report ~~related~~on toForm ~~competitive~~10-K ~~practices~~ for ~~some~~the ~~of its~~year ~~products~~ended December 31, 2008.

~~See~~ITEM 5. ~~“Management’s~~OTHER ~~Discussion~~INFORMATION ~~and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for additional information regarding these matters.~~

~~The~~On February 16, 2009, our board of directors adopted our 2009 Senior Management Corporate Incentive Plan (the “Corporate Plan”) and our 2009 Management Incentive Plan (the “Business Unit Plan”), which are the Company’s annual bonus/cash incentive plans. The Corporate Plan is ~~involved~~funded inbased ~~various~~on ~~other~~a ~~proceedings~~combination ~~incidental~~of the company’s basic earnings per share calculated according to generally accepted accounting principles, subject to any adjustments approved by the ~~ordinary~~board ~~conduct~~of directors (“EPS”) and value creation measured at the consolidated company level compared to targeted levels established at the beginning of ~~its~~each ~~business~~year. ~~The~~Value ~~Company~~creation ~~believes~~is ~~that~~defined ~~none~~as the amount of ~~these~~our ~~other~~earnings ~~proceedings will~~(before ~~have~~interest aand ~~material~~taxes) ~~adverse~~which ~~effect~~exceed ona ~~its~~pre-defined ~~business,~~level. The ~~financial~~pre-defined ~~condition,~~level ~~cash~~is ~~flows~~determined ~~and~~by ~~results~~multiplying the value of ~~operations~~the assets invested in the corporation by 15 percent. The

~~ITEM~~33 ~~4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

~~There~~ Corporate ~~were~~Plan provides that 60 percent of the pool is funded by EPS performance and 40 percent is funded by corporate value creation. In the past, the Corporate Plan provided that if the EPS threshold was not met, then the pool would not be funded and no ~~matters~~amounts ~~submitted~~would be paid out under the plan, regardless of the value creation achieved (the “Circuit Breaker”). The 2009 Corporate Plan does not include this Circuit Breaker feature so that under the 2009 Corporate Plan the amount payable for the value creation component can be paid without regard to athe ~~shareholder~~EPS ~~vote~~component ~~during~~and the ~~second~~amount ~~quarter~~payable offor ~~2004~~the EPS component can be paid without regard to the value creation component.

~~ITEM~~The 6.Business ~~EXHIBITS~~Unit ~~AND~~Plan ~~REPORTS~~is ONsimilar ~~FORM~~to ~~8-K~~the Corporate Plan, except that the amount of the aggregate bonus/incentive pool payable under the Business Unit Plan is established based entirely on the achievement of value creation goals at each business unit; EPS is not part of the calculation for the business unit plans.

~~(a)~~The ~~Exhibits:~~preceding description of the Corporate Plan and the Business Unit Plan is qualified and supplemented in all respects by the plan documents, which are attached hereto as Exhibit 10.41 and 10.43 and are incorporated herein by reference.

10.33		Amendment and Restatement to Article VII of the Asset Purchase Agreement.
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Company’s description of the bonuses awarded to the named executive officers under the 2008 Senior Management Corporate Incentive Plan and 2008 Management Incentive Plan is provided in Koppers Holdings Inc.’s definitive proxy statement for its 2009 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 1, 2009 and is incorporated herein by reference.

~~(b)~~ITEM 6. ~~Reports~~EXHIBITS ~~on Form 8-K:~~

i) Form 8-K dated June 2, 2004 regarding a press release announcing that the Company had completed its exchange offer of $320,000,000 of 9 7/8% Senior Secured Notes due 2013 for a like principal amount of its 9 7/8% Senior Secured Notes due 2013 which have been registered under the Securities Act of 1933, as amended.



10.41		2009 Senior Management Corporate Incentive Plan

10.43		2009 Management Incentive Plan

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~ii) Form~~34 ~~8-K dated May 12, 2004 regarding a press release announcing first quarter results of the Company.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Koppers Inc. (Registrant)
		KOPPERS INC. (REGISTRANT)
Date: August 6, 2004	By:	/s/ BRIAN H. MCCURRIE
Date: May 7, 2009		By:	/s/ BRIAN H. MCCURRIE
		~~Brian H. McCurrie, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)~~	Brian H. McCurrie, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

3935

Filing Compare · KOPPERS INC