What the changes say
- Koppers faces new risks from copper and import tariffs, evolving geopolitical supply chain threats, and cyber threats.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
or our satisfaction of the conditions to indemnification imposed on us thereunder. The government and other third parties may have the right under applicable environmental laws to seek relief directly from us for any and all such costs and liabilities
Government and third parties may seek relief directly from us for environmental costs if conditions or deadlines regarding Beazer East are not met.
- NewRisks Related to Our Business
partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks
Cyberattacks or security breaches could cause disruptions, data loss, and regulatory fines despite our business continuity and disaster recovery plans.
- NewRisks Related to Our Business
Changes to United States tariffs, import and export regulations and potential countermeasures could increase our costs and disrupt our global supply chain, which could negatively impact our business, results of operations and cash flows
We import $100 million to $120 million of raw materials and export $90 million to $110 million, exposing us to new U.S. tariffs and trade regulations.
- NewRisks Related to Our Business
Our hedging activities to address commodity price fluctuations may not be successful in offsetting future increases in those costs
U.S. government 50 percent tariffs on semi-finished copper and derivative products could make our copper-hedging activities ineffective.
- NewRisks Related to Our Common Stock
similar conditions which could impact their ability to supply us with raw materials and otherwise fulfill their obligations to us. If global economic conditions deteriorate significantly, there could be a material adverse effect to our results of operations, financial condition and cash flows
Credit market disruptions could prevent banks from lending to us under our Credit Facility to meet our liquidity and working capital needs.
- NewRisks Related to Our Common Stock
Our stock price may be extremely volatile
Our common stock market price may be extremely volatile due to market-wide fluctuations unrelated to our financial performance.
Dropped
- DroppedRisks Related to Our Business
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less highly leveraged
- DroppedRisks Related to Our Business
sell or otherwise transfer assets
- DroppedRisks Related to Our Business
chemical spills and other discharges or releases of toxic or hazardous wastes, substances or gases
Leverage and ability to incur additional debt under the Credit Facility.
- DroppedRisks Related to Our Business
other matters relating to environmental protection, health and safety
- DroppedRisks Related to Our Common Stock
Under Pennsylvania law, cumulative voting rights are available to the holders of our common stock if our Articles of Incorporation have not negated cumulative voting. Our Articles of Incorporation provide that our shareholders do not have the right to cumulative votes in the election of directors
Financial ratio tests and covenants under the Credit Facility.
- DroppedRisks Related to Our Common Stock
Our Bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary
- DroppedRisks Related to Our Common Stock
There has been significant volatility in the market price and trading volume of equity securities, which is unrelated to the financial performance of the companies issuing the securities. These types of broad market fluctuations may negatively affect the market price of our common stock
- DroppedRisks Related to Our Common Stock
changes in our current dividend policy or the elimination, reduction or suspension of our dividend
Reworded
- 79% rewrittenRisks Related to Our Business
Beazer East and Beazer Limited may not continue to meet their obligations to indemnify us
Removed mention of Beazer Limited and truncated the clause regarding Beazer East challenging its indemnification obligations.
- 74% rewrittenRisks Related to Our Business
Our debt agreements contain restrictions that limit our flexibility in operating our business
Added the explicit debt covenant restriction regarding the ability to sell or otherwise transfer assets.
- 64% rewrittenRisks Related to Our Business
We are subject to extensive environmental laws and regulations and may incur significant costs as a result of continued compliance with, violations of or liabilities under environmental laws and regulations
Formatted specific environmental law categories into bullet points instead of running text.
- 59% rewrittenRisks Related to Our Business
Hazards associated with chemical manufacturing may cause suspensions or interruptions of our operations
Added chemical spills and other toxic discharges explicitly to the list of manufacturing hazards.
- 56% rewrittenRisks Related to Our Business
Koppers Holdings Inc. 2025 Annual Report
Replaced Russian supply disruption details with specific mentions of creosote sourcing from Denmark and potential Greenland and Taiwan trade risks.
Was: Koppers Holdings Inc. 2024 Annual Report
- 56% rewrittenRisks Related to Our Common Stock
Conditions in the global economy and global capital markets may adversely affect our results of operations, financial condition and cash flows
Updated general macroeconomic and customer default risks with a filing year reference.
- 47% rewrittenRisks Related to Our Business
Our post-retirement obligations are currently underfunded. We may be required to make significant cash payments to our pension and other post-retirement plans, which will reduce the cash available for our business
Updated pension underfunding figures to $14.5 million, an 81 percent funding ratio, and $16.2 million in 2025 contributions.
- 47% rewrittenRisks Related to Our Common Stock
Provisions of our charter documents may inhibit a takeover, which could negatively affect our stock price
Retained charter document takeover defense descriptions with minor formatting updates.
- 38% rewrittenRisks Related to Our Business
We are dependent on major customers for a significant portion of our net sales, and the loss of one or more of our major customers could result in a significant reduction in our profitability as a whole or the profitability of a particular product
- 36% rewrittenRisks Related to Our Business
We may be subject to information technology systems failures, network disruptions and breaches of data security, which could harm our relationships with our customers and third-party business partners, subject us to negative publicity and litigation and cause substantial harm to our business
- 33% rewrittenRisks Related to Our Business
Future climate change regulation could result in increased operating costs and reduced demand for our products
- 26% rewrittenRisks Related to Our Business
We face risks related to our substantial indebtedness
All 43 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Koppers Holdings Inc. 2025 Annual Report56% rewritten
- 02We face risks related to our substantial indebtedness26% rewritten
- 03Our debt agreements contain restrictions that limit our flexibility in operating our business74% rewritten
- 04We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
- 05Our products are sold primarily into markets that historically have been cyclical, such as wood preservation, aluminum and specialty chemicals
- 06We are dependent on major customers for a significant portion of our net sales, and the loss of one or more of our major customers could result in a significant reduction in our profitability as a whole or the profitability of a particular product38% rewritten
- 07We may not be able to implement price increases sufficient to compensate for increased operating costs and raw material costs in our businesses
- 08The development of new technologies or changes in our customers’ products could reduce the demand for our products
- 09As a producer of wood preservatives, we may incur additional costs under our warranties or otherwise for claims related to treated-wood products
- 10Hazards associated with chemical manufacturing may cause suspensions or interruptions of our operations59% rewritten
- 11We are subject to extensive environmental laws and regulations and may incur significant costs as a result of continued compliance with, violations of or liabilities under environmental laws and regulations64% rewritten
- 12Future climate change regulation could result in increased operating costs and reduced demand for our products33% rewritten
- 13The insurance that we maintain may not fully cover all potential exposures
- 14Adverse weather conditions or natural disasters, including conditions associated with or exacerbated by climate change, may reduce our operating results
- 15Beazer East and Beazer Limited may not continue to meet their obligations to indemnify us79% rewritten
- 16or our satisfaction of the conditions to indemnification imposed on us thereunder. The government and other third parties may have the right under applicable environmental laws to seek relief directly from us for any and all such costs and liabilitiesNew
- 17Litigation and other proceedings against us could be costly and time-consuming to defend, and due to the nature of our business and products, we may be liable for damages arising out of our acts or omissions, which may have a material adverse effect on us
- 18Intellectual property rights are important to our business. If our patents are declared invalid or our trade secrets become known to our competitors, our ability to compete may be adversely affected
- 19We may be required to recognize impairment charges for our long-lived assets
- 20We are subject to risks inherent in foreign operations, including additional legal regulation and changes in social, political and economic conditions
- 21Labor disputes, labor shortages and increased turnover or increases in employee and employee-related costs could disrupt our operations, divert the attention of our management and may cause a decline in our production and a reduction in our profitability
- 22Our post-retirement obligations are currently underfunded. We may be required to make significant cash payments to our pension and other post-retirement plans, which will reduce the cash available for our business47% rewritten
- 23We may incur significant charges in the event we close all or part of a manufacturing plant or facility
- 24We may be subject to information technology systems failures, network disruptions and breaches of data security, which could harm our relationships with our customers and third-party business partners, subject us to negative publicity and litigation and cause substantial harm to our business36% rewritten
- 25partners into our networks and separate the systems, computers, software and data of disposed businesses from our networksNew
- 26Changes to United States tariffs, import and export regulations and potential countermeasures could increase our costs and disrupt our global supply chain, which could negatively impact our business, results of operations and cash flowsNew
- 27Our hedging activities to address commodity price fluctuations may not be successful in offsetting future increases in those costsNew
Risks Related to Our Common Stock
- 28You may not receive dividends because our board of directors could, in its discretion, depart from or change our dividend policy at any time
- 29Provisions of our charter documents may inhibit a takeover, which could negatively affect our stock price47% rewritten
- 30Conditions in the global economy and global capital markets may adversely affect our results of operations, financial condition and cash flows56% rewritten
- 31similar conditions which could impact their ability to supply us with raw materials and otherwise fulfill their obligations to us. If global economic conditions deteriorate significantly, there could be a material adverse effect to our results of operations, financial condition and cash flowsNew
- 32Global economic issues could prevent us from accurately forecasting demand for our products, which could have a material adverse effect on our results of operations and our financial condition
- 33Health concerns arising from the outbreak of a health epidemic or pandemic may have an adverse effect on our business, operating results and financial condition
- 34We may not be able to compete successfully in any or all of the industry segments in which we operate
- 35Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements
- 36Changes in applicable tax regulations and resolutions of tax disputes could negatively affect our financial results
- 37Our strategy to selectively pursue complementary acquisitions or divestitures may present unforeseen obstacles, risks or costs
- 38We depend on our senior management team and other key employees and the loss of these employees could adversely affect our business
- 39Our stock price may be extremely volatileNew
- 40If securities analysts or industry analysts publish negative research or reports, or do not publish reports about our business, our share price and trading volume could decline
- 41Future sales, or the perception of future sales, of a substantial amount of our common stock may depress the price of the shares of our common stock
- 42Our ability to raise capital in the future may be limited
- 43The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our liquidity, financial condition and results of operations
Other Koppers Holdings 10-Ks
- FY2024 10-K risk factors45 risks
Koppers Holdings faces significant debt obligations totaling $939.5 million alongside substantial environmental and chemical manufacturing hazards.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.