Ladies and gentlemen, thank you for standing by. Welcome to the Koppers Holdings Second Quarter 2013 Conference Call on the 8th of August, 2013. Throughout today's presentation all participants will be in a listen-only mode. After the presentation, there will be an opportunity to ask questions. (Operator instructions) I will now hand the conference over to the Director, Investor Relations, Mr. Michael Snyder. Please go ahead, sir.

Thanks, Philip and good morning everyone. Welcome to our second quarter earnings conference call. My name's Mike Snyder and I'm the Director of Investor Relations for Koppers. At this time, each of you should have received a copy of our press release. If you haven't, one is available on our website or you can call Rose Helenski at 412-227-2444 and we can either fax or e-mail you a copy. Before we get started, I'd like to remind all of you that certain comments made during this conference call may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be affected by certain risks and uncertainties, including risks described in the cautionary statement included in our Press Release, and in the Company's filings with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking statements included in the Company's comments, you should not regard the inclusion of such information as a representation that its objectives, plans and projected results will be achieved. The Company's actual results could differ materially from such forward-looking statements. The Company assumes no obligation to update any forward-looking statements made during this call. References may also be made today to certain non-GAAP financial measures. The Company has provided with its press release, which is available on our website, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financials measures. I'm joined on this morning's call by Walt Turner, President and CEO of Koppers; and Leroy Ball, our Chief Financial Officer. At this time, I'd like to turn over the call to Walt Turner. Walt?

Thank you, Mike. Good morning everyone and welcome to our 2013 second quarter conference call. I'd like to start by spending a few minutes providing a recap of our second quarter results before I turn the call over to Leroy, who will provide additional financial details for the quarter. Similar to our last quarter, our European business continues to struggle, and will likely do so for the remainder of this year. The impact of the weak European economy has spilled over into our North American Carbon Materials and Chemicals business in the form of increased imports that negatively impacted our North American sales, volumes and prices during the quarter. The good news is that when the European economy does stabilize, and begins to rebound the positive impact and the steps we are taking from a strategic standpoint should accelerate our earnings and move us closer to our longer-term goals. In regard to our second quarter results, I mentioned in our last call that our expectations at that time were that we would be roughly in the range of $1 per share for the second quarter EPS. We finished the quarter with an adjusted EPS of $0.70, which was well below what we communicated to you. There were two major factors that caused our lower than expected earnings. First, our European operations came in lower than we expected as all of our major end markets there continue to struggle. Second and larger in terms of its impact, we saw an increase of imports from Europe, which negatively impacted our sales volumes and prices for our North American business. In particular, our phthalic anhydride business was negatively impacted as a result of these higher levels of European imports. Other factors included a seasonally refined tar sales, which were lower than anticipated as…

Thanks, Walt. Starting with our consolidated results, sales for the second quarter decreased by 10%, or $40.4 million to $370.9 million compared to the prior year quarter, as higher sales volumes for railroad crossties and the acquisition of the Western Poles business in Australia in November 2012 were more than offset by lower sales volumes for our Carbon materials and chemical products and lower pricing for pitch and carbon black feedstock in Europe. Second quarter adjusted EBITDA was $37.2 million or $12 million lower than 2012 second quarter adjusted EBITDA of $49.2 million. And adjusted EBITDA margins of 10% for the second quarter of 2013 were below adjusted EBITDA margins of 12% for the second quarter of 2012. The lower margins were primarily driven by lower profitability from our European Carbon Materials and Chemicals business combined with lower volumes and prices for phthalic anhydride due to part to lower cost European import. These factors more than offset higher margins for Railroad and Utility Products that were driven by higher sales volumes for railroad crossties and the acquisition of the Western Poles utility pole business in Australia in November 2012. Our tax expense as a percent of pretax earnings for the quarter was 35.4% compared to 38.1% in the prior year quarter. With the decrease due to the favorable discrete tax adjustments, which more than offset the unfavorable mix impact of lower European operating results in the second quarter of 2013. We anticipate an overall tax rate for the year including discrete items of around 37%. Adjusted net income and adjusted earnings per share for the second quarter of 2013 were $14.7 million, and $0.70 per share compared to $22.1 million and $1.05 per share for the second quarter of 2012. When comparing our results for the second quarter to what…

Thank you, Leroy. I would now like to give you an update on the status of our key end markets and how we see these markets impacting our results for the rest of the year. First, I'd like to talk about our railroad utility products business. Our second quarter sales volumes for crossties were up from the second quarter of last year led by higher sales volumes for commercial crossties and higher sales volumes for untreated crossties for our Class I customers. We also continue to see a higher proportion of our crossties being treated with borates and we expect this trend to continue going forward. The commercial crosstie business continues to be strong again this year as the short line railroads continue to upgrade their rail lines to take advantage of the benefits of the Section 45 tax credits to accommodate the heavier carloads from the Class I railroads. Our joint bar business continues to perform well, and in addition to having a strong US presence, we have been expanding our exports sales for these products around the world. On the utility side, our Australian utility pole business continues to show improvement over its strong 2012 results due primarily to the acquisition of the utility pole business that was completed in last year's fourth quarter. Additionally, we are seeing a full year's benefit of the $4 million to $5 million from the closure of the Grenada, Mississippi plant, which has improved results for our North American utility pole business. While we do see some challenges in being able to procure enough untreated crossties in the second half of the year, as a consequence of increased demand for lumber from housing and other markets, we expect to be able to manage through this situation as the industry tries to catch…

(Operator instructions) Thank you. The first question comes from Laurence Alexander from Jefferies. Please go ahead sir.

Good morning.

Good morning Laurence.

Good morning Laurence.

I guess three quick questions, first, is it fair to say that the second half earnings contribution, while up from the first half, probably won't be up year-over-year, secondly, is -- are coal tar prices now expected to be up year-over-year for the entire year given the dynamics you are seeing, and third, just to be clear, the $6 million in cost savings that you talked about, that is a new initiative on top of the ones you previously announced, is that right?

Taking the first question.

To take the first question Laurence in terms of the second half, whether that would be up year-over-year, I would say, you should not necessarily assume that it would not be. So, while we say it will be better than the first half, we can’t sit here and say that it could not be better than the second half of last year, but we certainly are not in a position to think at this point to really go out and affirmatively state that.

Fair enough.

Laurence the second question had to do with tar?

Yeah, yeah, coal tar prices, I think previously you had expected it to be flat year-over-year overall, and it seems as if overall prices seem to be moving higher, so just want to revisit that?

Sure. I mean obviously I’m thinking of the four regions of the world that we are buying, and we got a couple that are maybe a tad higher and a couple that are tad lower. But I think that we can say that we expect tar cost in the second half to be somewhat flat with the first half.

Okay.

And the third question was?

And then the third one was just as you -- I will just leave it at that and then circle back.

Okay.

Thank you sir. The next question comes from Daniel Rizzo from Sidoti & Co. Please go ahead.

Good morning, guys.

Good morning.

The lumber prices you guys alluded to, you know, because of housing, is that something that just started occurring now or is it something that has been around since like the beginning of the year with the anticipation of a recovery of housing, I mean is it a new phenomenon?

No. We monitor that just to compare that with our phthalic anhydride in the market overall, as well as the ones we are supplying into that. So we keep -- we regularly monitor that and obviously with the increases especially on the not the new construction per se, but the overall housing it does positive impact phthalic anhydride demand as well as the automotive industry.

And then with the phthalic anhydride, with the plant closure for one of your customers, is that permanent or is it something that maybe would be coming back?

I think this closure was one location that actually produced phthalic blue material that went into inks in paints, and unfortunately I think that was a permanent closure, but that production could be picked up by other companies.

Okay. And then, finally with the -- you indicated that a lot of treatment for wood products is borate-based now. Is that -- I mean you guys make that as well, so that is not something that necessarily has a negative impact or can you just elaborate on what is going on there?

No. That is a good thing for us in that we supply, we have a great system where we treat the wood based on the customer’s expectations using creosote as well as the borates, and we -- if you had to pick a number, you could probably say, out of the 22 million ties that are going to be treated this year, about 20%, 30% would be creosote borate treatment, which is good for us.

Is the borate treatment a lower price, lower margin product?

No. It is -- actually it adds value to the customer in that it, now these creosote borate ties are primarily installed in the south, but they are two Class I rail loads that are really going -- majority of the ties are used in the creosote borate treatment just to add longer life to the ties.

All right. Thank you, guys.

Thank you sir. The next question comes from Kevin Hocevar from Northcoast Research. Please go ahead, sir.

Hi, good morning, guys.

Hi Kevin.

I was wondering, with the phthalic anhydride imports that has been disrupting the North American market, is that just one or two competitors that are doing the exporting or is it more broad-based? And also, you know, if it is just a couple, one or two competitors, what regions do they operate in in Europe because I am just wondering if we should be looking for a more broad-based European recovery or if there are certain regions that they sell into that, when those regions recover, maybe they will start selling domestically and stop exporting to the US?

There have been -- this isn’t new. We have seen phthalic imports coming in over the years primarily from Mexico and Brazil, but in small volumes, and in flake form versus liquid form. So that is one. Bullet is really new and that is really impacting these businesses. We have not in the past seen much in terms of phthalic anhydride coming from Europe over to the US. And if you look at Spain, Italy, Russia, outside of Europe, Russia and a couple of other countries, so it is not just one or two countries, it is like excess phthalic that is being produced in Europe that is making its way over here. In fact, I don’t have the second quarter numbers yet, but I know the first quarter, phthalic imports were 36% higher than they were the previous first quarter of last year. So I think this is temporary. I think once we see the European economy recovering, which I think will be a slow process, but as we see that recovering, I really think the sort of these newer import locations in Europe will fade away.

Okay. And in terms of -- would they have entered into longer-term supply agreements or, you know, if Europe picks up next month, we could start to see those exports into the US start to fade away?

I’m not that close to it, but typically imports on a spot basis, so it could be x volume for one shipment, something like that.

Okay. And then in terms of carbon black feedstock, it sounded like the volumes were still kind of weak during this quarter, but the outlook is more upbeat, and I think that coincides with what we are seeing in tire and what the carbon black guys are saying. So I am wondering if during this quarter did you see destocking of inventories from your customers and then looking forward, I am wondering -- it sounded like Europe you didn't have as positive of an outlook, but it seems like tire shipments there have been improving. So just wondering, you know, why Europe isn't as upbeat in terms of the outlook?

Well, I certainly hope Europe improves on carbon black as car manufacturing, and the automotive industry was down like 8% on the first half of this year, which a part of it. But the other part is that we are seeing carbon black making its way from China into Europe, which obviously impacts our sales to our customers in the feedstocks. But car manufacturing is down. There has been some you know, temporary closures or what have you, so excluding Europe, we are still very bullish on carbon black growth on tire manufacturing growth everywhere else, especially Asia. And fortunately, we are in a great position. We are supplying feedstocks from China and from Australia into China, Korea and Japan carbon black market. So, pretty good there.

Okay, and then just a final question. Do you expect the -- I don't know about shortage, but the crosstie availability, do you expect that to have any impact on your volumes here in the back half of the year? And will that in any way -- have they been trying to increase pricing that might have a negative impact on margins?

Well, it is too early to tell what kind of impact that could have. I think again as I mentioned, I think we have got 40, 44 procurement managers running around the country, and so we have got a very large network. There has been some slowness in June, July, but I think with increased pricing we will see more high ties coming out of the sawmills going forward for the balance of the year. It is still a bit of a challenge, but at the moment, you really can’t look at what impact it could have. It is starting, it is actually starting from last week, a little bit of volume increase. But it is going to take higher prices to get back to where we need to be.

Okay. Thank you very much.

Thank you sir. The next question comes from Andrew Dunn, KeyBanc Capital Markets. Please go ahead sir.

Good morning, guys. Just a couple of points of clarification if you don't mind, on the tie procurement issue, if you did have a potential near-term margin squeeze based on tougher procurement, your expectation would be that you would be able to ultimately pass that along to the end customer, correct?

Sure. As you may remember, probably 80% of our tie procurement is on behalf of the class I railroads, and they basically dictate the volume and pricing for our procurement services. And don’t forget, you know, typically a tie, white tie, that we are buying from the sawmills takes anywhere from 6 to 9 months for air dry, but there is an vulcanizing press, as to leak the juice (ph) to fasten that air drying faster.

Great. And then also looking at the European importers that you've mentioned, you know, as you guys maybe have any insight into this, do you see their operating rates coming down or are they kind of at a sustained level, have they been at a fairly steady level over the last couple of quarters? So I guess I am trying to figure out are they just more or less trying to slough off inventory that they have accumulated or are they still producing at a kind of normalized level if you guys have any insight into that?

No real close to it, but I’m guessing that they are working out inventories that they have had, but also continuing to try to operate at a certain rate, and you know, that sort of thing. It is just difficult to compete with some of the European companies that have a different view on profitability.

Okay, and just one last question. Maybe you could give us a little more color on the kind of breakdown of contribution to the sequential increase in the second half of cost savings versus this timing of shipments.

That is a little difficult to do, but I think Walt had talked about within his prepared comments, about the expected additional cost savings that we expected to see come through in the second half. I think that was (inaudible) on top of what we had here in the first half. So, you have that coming into the second half, and basically any additional amount would come from shipments that we have moved out of second quarter into the third.

Okay, understood. Thanks again, guys.

Okay.

(Operator instructions) The next question comes from Steve Schwartz of First Analysis. Please go ahead sir.

Hi, guys.

Good morning Steve. How are you?

Good, thanks. Walt, you mentioned in your prepared remarks you were closer to maybe a couple of acquisitions, what area of the business would those be in?

Actually it is in both of our businesses. And as I mentioned, we do see more opportunities in the M&A front, and it is actually both in the Railroad and Utility, as well as the Carbon Materials and Chemicals.

Okay. And can we talk a little bit about your plant utilization, particularly in China where you saw a little bit of a slowdown in the second quarter?

Sure. I mean, China, with the two plants we are currently operating, we are still operating in excess of the 100% of its nameplate capacity. And it should -- I think probably how do you say that, when we see situations that pricing is not attractive, we will turn back to different types of products and sell those products into the Chinese market, whether it is additional of carbon black feedstock or whether it is pitch sales going into other applications in China, such as having carbon quality to the coal, or whatever. So we will continue to operate the plants in full capacity. Unfortunately because of our joint-venture partners having coking operations, we always have enough coal tar available to operate it at that level.

Yes, I mean, at this point, we are coming to within a year of starting that third joint venture.

Right.

Do you still feel comfortable that that plant would -- I mean obviously you said it is expected to start up in mid-2014, but do you foresee any utilization issues there with the current demand environment?

No. If you will recall, our plans are just start that plant basically it is in our capacity, a large part of that capacity, and once we get going, especially getting into early 2015, at least 80% or so of our pitch product will be going into the needle coke market, which is again pretty exciting and new market for us. So I actually can’t wait for that plant to come on-stream.

Okay. And then if I could just ask once again, this was Laurence's first question about the second half earnings on a year-over-year basis. I had a little trouble understanding you, Leroy. I couldn't figure out if there was a double or a triple negative in there in your description.

I know. But you caught that.

Can you clarify that for us, did you expect it, up year-over-year, down?

I will take a better shot at that. so we said in the second half of the year, it is expected to be I think moderately better than the first half. And we obviously we have not talked about it in relation to the second half of last year, but I guess what I’m saying is, we certainly won’t rule out the fact that we could get to levels that would be near last year.

Okay. So there is a possibility it could be flat year-over-year, up sequentially.

Yes.

Okay. Very good. Thank you.

Thanks.

Thank you sir. The next question comes from Liam Burke from Janney Capital Markets. Please go ahead.

Yes, thank you. Good morning Walt. Good morning Leroy.

Good morning.

Good morning.

Walt, you talked about the benefits of the Grenada plant closing, how does capacity look right now with one fewer plant and how does it match to your demand on the railroad and utility side?

Liam, if you recall, we were treating utility poles only at Grenada, and it was a good move to consolidate and close that facility because of higher cost and what have you. and I don’t have the exact percentage Liam that we did retain most of the utility pole business that we were doing in Grenada at our Florence, South Carolina, plant. And obviously that benefited a lot in our margins for the utility pole business we have at Florence. So, it is -- you know, it is Everything worked out well as far as projecting what our benefits would be, and we’re achieving those.

Okay, and so you are comfortable with the sizing of your plant to serve the demand side of the crossties?

Right. At Florence we treat utility poles with both CCA and Penta, and we have less capacity compared to our volumes, and you know, we continue to look actually for a little more business there as well. So capacity is not an issue.

Great. And on the export side of the crosstie business, could you give us an update of where, how you look year-over-year, and if you see any chance of adding any more customers?

As you have been hearing us say for the last couple of quarters, we continually pretty aggressive on increasing our ties internationally, 2012 I think we did about $11 million of international tie sales. This year in 2013, we’re still unfortunately negotiating with a couple of railroads there. There has been some issues, specifically in Brazil where there was some reorganisational changes, and engineers versus purchasing that sort of thing. So we did not say on this call through our script, but we are still negotiating, and are hopeful that the fourth quarter of this year, perhaps no later than first quarter of next year that you will see us hopefully supplying ties into that international market.

Great. Thank you Walt.

Sure.

Thank you sir. The next question comes from Richard O'Reilly of River & Associates (ph). Please go ahead sir.

Richard O'Reilly (ph). Hi, thank you. Good morning.

Good morning.

Two questions. On the acquisitions, would you look at something outside your core businesses like a third leg, would you ever consider that?

Absolutely. We are looking for a third leg for these two core businesses for quite some time. And something that we had -- now that we can manage well, and yes, that continues to be of interest to us, whether it is only sort of related side, or even on the Carbon Materials and Chemicals side.

Okay. Would you even step further than those, I mean you can become a titanium pigment --.

Yes. I would prefer something that looking at our culture, looking at the way we operate, looking at that aspect, we will be open obviously, but I would take a close look at the culture and how we would take our current core competencies, and add that whatever third leg that could be available?

Second question, this is a big-picture question, you have talked about the impact of Europe on you for some time, and then more recently you are talking about the impact from imports. And I don't think we have really heard that from other companies. Do you think that is just because it is unique to you, your product line, or is this something that could spread to other US companies?

Well, that is an interesting question. When you look at the end markets that we’re supplying in Europe, it is basically to the same end markets that we are supplying here in North America. And in Europe, we have seen a large volume of aluminum production capacity taken out there in the last 2 to 3 years. And even though North America is short on domestic carbon pitch, we typically have seen 25% to 30% plus the aluminum demand for pitch being and exported into specifically Canada. What has happened is with the turning down of the aluminum industrial production in Europe, that is creating a couple of power distilleries in Europe, more opportunities to produce and ship products here, which is impacting the overall profitability and volume of what we are doing here. Again I think some of it is temporary. Some of it is going to continue because we have always been competing with import pitches into Canada.

Okay, fine.

And then also just to go on, phthalic is something new that I mentioned earlier. We typically do not see phthalic anhydride coming from Europe into North America, so again I think that is a very short term situation.

Okay, fine, okay. And a third quick question on the crosstie availability, I just would've thought that the quality or strength of the lumber would be different than for housing use, the two by fours.

I missed that one part.

I said I would have thought that the quality or the strength of the crossties would be different than for housing application.

Housing, it is primarily flooring. That is a large market for the hardwoods. Also we are competing with these mats that these oil and gas contractors are acquiring to run their heavy equipment across streams and swampy areas, and it is also in the pallet cans, where pallet producers are competing with us. So it is more than just the flooring. It is these mats for oil and gas contractors, as well as pallets. But it is -- they are offering more pricing, and that is why I mentioned earlier that we are going to see -- we are going to add some more price increases to get the wood (ph) back in line with tie production.

Okay. It is the strong woods versus the soft wood pines.

Yes, correct.

Okay, thanks a lot guys.

Thank you sir. We have follow up question from Laurence Alexander of Jefferies. Please go ahead.

Hi, there.

Hi Laurence.

So three or four very quick ones, if I may. First of all, just to clarify, you mentioned a cost -- a further round of cost cutting in the second half of the year.

Right.

And that was I believe about $6 million. Was that a $6 million tailwind in the second half or a $6 million run rate going into 2014?

I would say that will be a $6 million in the second half, and I think this is not necessarily new cost-cutting items, but these are things that have been initiated during the first half that are just (inaudible).

And then when you look at the bridge to 2014, you should have a cumulative cost-cutting run rate of probably slightly higher than that, is that correct?

That is obvious, that is correct.

And then you also have the lower pension costs of about, what $0.09, $0.10?

Right now that is correct. For 2013, going into ’14, that is correct. Any addition -- there is likely to be additional statements to that.

Okay. And then if you look farther out, given the choppiness you are seeing in the end markets, do you see another project like Jiangsu being likely in the next say 12 to 18 months that you might sign something like that for coming on around 2016, 2017 or do you think those kinds of larger projects are off the table for now?

No, I don’t think so. I think the next project on the Carbon Materials and Chemicals similar to the Jiangsu project would be in China. We are still very bullish in China, as far as coal tar availability, we are very bullish on the electrode manufacturing, it is going to continue to increase using needle coke, as well as binder pitches, impregnating pitches, and as you know, Laurence, further west we have been focusing on the east coast of China basically. Now we are in Jiangsu, which is halfway down the coast, but there are potential opportunities going west to which, again a lot of steel production, coke production, coal tar and continue to increase in carbon chemical materials. So yes, we could still be able to do something like that given the right opportunity.

And is there reasonable cadence for your ability to digest projects like that one every two to three years or do you think that we should see them accelerate?

Obviously, we would look at the previous project making sure if this meets our expectations. But I mean assuming that goes, and again, when we do projects in China, we want a very strong joint-venture partner, which would lessen the financial obligations, just like the Jiangsu project, where we’re estimating $70 million to $80 million. That is the total project, and we have 65% of that into the joint-venture. So that will help us to obtain partner financing as well as local financing for some of these projects.

And so, does that sort of large opportunity set change the way you think about hurdle rates or size of potential acquisitions?

Say that again Laurence.

I mean, I guess the question is, as you look at potential acquisitions in the near term and you have had a target for M&A for quite some time, if you have this sort of larger series of projects coming down the pipe, does that change the way you think about potential acquisitions either in terms of size, hurdle rate, timing?

Potentially yes. I mean, obviously when we look at any of these opportunities in terms of growth versus organic type of growth, versus M&A we certainly take into account the risk associated with each one of those. And we will be much more inclined to do let us say an acquisition that is highly synergistic that we think has a very high degree of likelihood of being integrated into our core options like we have done in the past, and successful in those sorts of things. And if we are able to do that that would be probably high on the list. If there is other things, where we’re trying to get into newer markets that might have some more risk associated with them that maybe move more down on the prior list, but I think that we would look at it certainly from a risk standpoint.

Okay. And then just to close that off, does the $5 number you mentioned earlier include any tailwind from acquisitions or is that say sort of as is or a status quo kind of number?

Well, the $5 (ph) target included acquisitions. So, this is -- this is basically all the elements that were incorporated into our original estimates. Just kind of recalibrated for where the current markets are at, you know, particularly in Europe.

But just to make sure I have that clear that is a demand revision, but not a strategy revision?

That is correct.

Thank you.

Yes, thank you.

There appears to be no further questions Mr. Turner. Please continue with any other points you wish to raise.

Thank you, and again we thank all of you for your participation in today’s call. We appreciate your continued interest in our company. We are looking to do the right things for our business by pursuing prudent growth opportunities, as we have been talking about, then also looking for ways to enhance the profitability with our existing businesses. And despite some of the current challenges that we have with the European economy, we believe that the diversity of our business and our company, along with our margin improvement and growth initiatives we will continue to provide us with relative stability in both strong and weak economic climates. And finally we remain firmly committed to enhancing shareholder value by maintaining our strategy of providing our customers with the highest quality products and services, while continuing to focus on our safety, health and environmental initiatives. And again thank you for being with us today.

Ladies and gentlemen, this concludes the conference call. Thank you for participating. You may now disconnect.