SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1987 Commission File Number 1-3224 KOPPERS COMPANY, INC. A Delaware Corporation IRS Employer Identification No. 25.0904665 Koppers Building Pittsburgh, Pennsylvania 15219 (412) 227-2000 Securities registered pursuant to Section 12(b) of the Act: Common Stock Registered: $1.25 Par Value New York Stock Exchange Midwest Stock Exchange Pacific Stock Exchange Cumulative Preferred Stock Registered: 4% Series, $100 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of February 29, 1988, 28,122,361 shares of common stock were outstanding, and the aggregate market value of the shares of Koppers common stock (based upon the closing price of these shares on the New York Stock Exchange/composite tape) held by nonaffihiates was approximately $1,123 million. For this computa tion, Koppers has excluded the market value of all common stock beneficially owned by officers and directors of Koppers and their associates as a group. Such exclusion is not to signify in any way that any of such persons are “affiliates” of Koppers. KOPPERS COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES As used in this report, the terms “Koppers,” “Company,” and “Registrant” mean Koppers Company, Inc. and its consolidated subsidiaries, taken as a whole, unless the context indicates otherwise. TABLE OF CONTENTS Page Part I Item 1. Business 3 Item 2. Properties 6 Item 3. Legal Proceedings 6 Item 4. Submission of Matters to a Vote of Security Holders 7 Part II Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters 7 Item 6. Selected Financial Data 8 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 26 Part III Item 10. Directors and Executive Officers of the Registrant 29 Item 11. Executive Compensation 33 Item 12. Security Ownership of Certain Beneficial Owners and Management 37 Item 13. Certain Relationships and Related Transactions 38 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 38 Signatures 40 2 Part I Item 1. Description of Koppers Business in the West, 30% in the Southeast, and 30% in the North east. General Development of Koppers Business Koppers Company, Inc. was incorporated on September 30, Through Koppers 50% ownership in a joint venture with 1944. It succeeded by merger to the properties and business Redland USA Holdings, Inc., operations also include activi of four predecessor companies. Those companies grew logi ties in Colorado, Kansas, New Mexico and Wyoming. out of Koppers original business, established in 1907 to cally Operations were expanded significantly during 1987. For design and build chemical-recovery coke plants for the details, see the Capital Expenditures discussion later in this American steel industry. report. Prior to 1965, Koppers was highly dependent upon its origi nal steel plant construction business for earnings growth. Raw Materials and Fuel This was a cyclical business that had a disconcerting roller- Aggregate raw materials consist of sand and gravel, granite, coaster effect on the Company’s prospects for growth. limestone, traprock and sandstone, which come from quar ries and mines. Most of Koppers quarries are on land either In 1965, the Company began to diversify a manufacturing owned by the Company or held under long-term leases. It is organization. In 1966, Koppers organized its road materials estimated that, over all, Koppers present reserves of aggre business, building it into today’s rapidly growing Construc gates will be sufficient for more than 30 years at current tion Materials and Services segment. consumption rates. In those areas where reserves are being rapidly depleted, Koppers has a continuing program to The Company’s steel plant construction business was sold at develop new reserves. However, the operations of Koppers the start of 1984. In December 1985, Koppers announced in certain instances could be adversely affected if such new plans to divest itself of several manufacturing businesses and reserves are not available to it or are not available upon certain other operations in order to concentrate upon Con economically satisfactory terms. Other major raw materials struction Materials and Services, and Chemical and Allied include asphalt, cement, and steel rod and sheet, which are Products, which were its strongest units. purchased from oil companies and cement and steel produc Koppers total invested capital was $631.7 million on ers. Adequate supplies of raw materials and fuel are December 31, 1987, with approximately 73% attributed to expected to continue. Construction Materials and Services and the balance to Fuel oil satisfies nearly half of the energy requirements; Chemical and Allied Products. natural gas and diesel fuel provide about 20% each; the remainder comes from gasoline, kerosene, propane and coal. Construction Materials and Services The Business Competitive and Seasonal Conditions This unit consists of operating subsidiaries, in regional mar Construction Materials and Services operations are geo kets, producing crushed stone, sand, gravel and bituminous graphically diversified, with vertical integration in certain and ready-mix concrete, and providing engineering and con regional markets. Because mineral reserves are limited struction services. Related products include steel culvert within those regions, the Company usually holds a high pipe, welded wire fabric and certain specialty products used share of those markets in which it competes. in highway, bridge and other civil construction. coatings A Principal factors in competition are location, price and ser product line includes marine and swimming pool paints, vice. Prices for aggregates are determined by local condi structural steel coatings, and Wolman Wood Protection tions and are not affected substantially by nationwide Products for outdoor treated use on wood. demand, supply and capacity factors. Increasingly, this busi Sales of aggregates and construction services are divided ness has become service-oriented, calling for on-time deliv between publicly funded projects, such as road maintenance ery from a guaranteed source of supply. and new construction, and privately financed construction Business is seasonal, with more than 70% of sales occurring projects. Transportation is a major factor in total product during the peak construction period from May I to Novem cost. The delivered price doubles when crushed stone is ber 30. transported 20 to 30 miles. In order to compete effectively, aggregate sources must be close to their markets. Product inventories are controlled at volumes that reflect a balance between the most efficient production level and sup Construction Materials and Services operates more than 190 plying peak’ demand. Inventories normally grow substan domestic facilities. These serve markets in 20 states extend tially during spring months in anticipation of high summer ing from New York through Pennsylvania and Ohio and demand. It is not customary, however, to carry inventories into the Southeast and West Coast. About 40% of sales are or to provide financing for customers. 3 Backlog transmission, distribution and lighting poles and accessory Combined backlog at the end of 1987 was $211.9 million, equipment; building poles and timbers; foundation and versus $177.4 million a year earlier. The normal tendency is marine piling; and construction lumber and plywood. Wood for this backlog to increase during the first six months of the pressure treatments for these products use creosote, penta year and to decline thereafter. Orders in the backlog are chlorophenol and waterborne preservatives. Koppers also considered firm, and more than 95% of the year-end back provides contract wood-treating services for industrial and log is expected to result in 1988 sales. commercial customers. Construction Materials and Services Raw Materials and Fuel Combined 1987 Sales by Major Primary raw materials for Chemical and Allied Products Sectors (S Millions) % Economic operations include coal and tar products, hardwood and Nonbuilding Construction S729.l 80.9% softwood timber, and preservative raw materials and Architectural Construction 128.0 14.2 petrochemicals such as benzene, styrene and phenol. Most Industrial Production 44.0 4.9 coal tar processed is purchased through contracts with steel $901.1 100% producers. Purchasing agreements cover such other raw materials as coal and benzene. For wood-treating opera Chemical and Allied Products tions, the major requirements are for Eastern and Southern The Business hardwood; and softwood timber, primarily Southern yellow Three operating sectors compose Chemical and Allied Prod pine and West Coast species. ucts. Most of its businesses market worldwide products and Energy is supplied by natural gas, fuel oil, coal and wood services associated with either the manufacture and use of waste. Certain plants also operate electrical cogeneration products