Document rp65QR43EYkLzdbMe4a0M9EeE

PLAINTIFF'S EXHIBIT BEA-70 KOPPERS COMPANY INC. 1964 ANNUAL REPORT From the coast or the 8lack Sea, steel for a modern Turkey. ... Our Year in Brief Total Koppers Sales Millions 0 50 100 150 100 Net Income D oilais IV i Shaic Dollars 0 KOPPERS COMPANY, INC. 1964 Contents Our Year In Brief l Inside front Cover Letter to Stockholders / Pjge 2 Discussion of Sindair-Koppers Partnership / Page* 4. 5 The Eregli Integrated Steel Plant Project .' Page 12 Directors of Koppers Company, Inc. / Page 18 Officers of Koppers Company. Inc. / Page 79 Financial Statements Report of Certified Public Accountants / Pace 20 Consolidated Statement of Income and Earnings Retained in the Business ' Pace 27 Consolidated Balance Sheet ' Page 22 Notes to Financial Statements / Page 24 Fee Year Financial Flighlights / Page 27 On the Cover One l the miM Mjimticant project" tn Koppers re< enl hotorv -the new :oteurafed "ti plant ot Crev;!. Drmir ve C eik Fabrikalan l \ s - < urrenlh m it" final "lari up pha"e at [rei;!i. Tuke\ \ de-i nptmn or tho prnjer t * preM-nted fin paue" 12 through 16 Annual Meeting Hu* next \nnual Meeting of the tto< kho'def" or the C:epan\ up!! hr* held on Man!* 2`1 j the Penn-Sheraton Hotel Urban Rou-n \ "ih floor Pittdnirch Pa The Management u -> -<;: prove" for :h - mn f ni* \ nnh e of the :un i ni: a prow *sfa` menf and a torm ot prow will he ma;4'<i to thr Common '"toe kh aie'" -n ( mmer la vi w::h fh." "o m jJaltoii :n tin* `after part .r {eivuarv I .m . Ki .pp-:- p.a"fu - ;U\e been U"ed .n t,mi P'>ov.t fjo'*. i! flu> Kepo't \ pan*-' i.'ic m the Report i- the Ov't-'J ,[*ape- C nrep." do'.e OtNrl fn,n*e.' *'Mr\ x *' "tvrene-hutadiene latex ioed .n me (ia: or Po ar OU"et tname The i*;ow u>e or rXRCTHCM pohefov'ene rVm e pa< kau app ui! or." " demotivated :v. the p a"* r erve.ope j-ed to ma 1 thi" Rrpo*t The envi'li >;>r w a" p-odut e.: bv thy- Gem * R-o Ba Co Fred C. Fov. Chairman Fletcher L 8yrom, President To Our Stockholders: January 25,1965 Koppers sales and earnings were both improved in 1964. Net income for the year totaled $9,950,000. This was equivalent after payment of preferred dividends to $4.21 per common share. Earnings in 1964 were substantially higher than the $7,281,000, or $3.01 per share, earned in 1963. An increase in dividends to common stockholders re flected both the Company's improved earnings in 1964, and a promising outlook for the future. In October the Board of Directors increased the regular quarterly dividend on the Company's common stock from 50 to 60 cents per share. In addition, a year-end extra dividend of 30 cents per share was declared and paid in the fourth quarter. Total dividends of $2.40 per common share in 1964 represent a 20 per cent increase over the $2.00 paid in the preceding three years. Total Company sales in the year just completed were $334.8 million, a record high for any year in the Company's history, and a 14 per cent increase over 1963 sales of $292.8 million. The overall sales improvement was spread generally through the Company, with across-the-board increases achieved in most of our major products and services. We are especially pleased with the growth in our manu facturing volume. Manufacturing saies in 1964 were 520.3 million higher than in the previous year, an especially gratify ing increase in view of the fact that some $9 million in sales of the Lock Haven (Pa.l dyestuffs plant, which was a part of our 1963 sales, was not consolidated in our Company's 1964 sales. As reported in last year's Annual Report, our dvestuffs business was merged late in 1963 with the dyestuffs activities of Philips Electronics and Pharmaceutical Industries Corpora tion. American Aniline Products. Inc., the new company which was formed, is jointly owned by Koppers and Philips. We should point out that earnings realized to date bv the American Aniline Products joint venture have been re invested in that business, and our 1964 income includes no Aniline earnings or dividends. American Aniline will begin paying preferred stock dividends to the two parents in 1965. 2 NEi SALES BY DIVISIONS* (In Thousands Of Dollars! Divisions 196* 1963 1962 7967 7960 7959 nss 7957 1956 7955 Tar St Chemical** S 34.257 . S 88.575 S 96.921 s 94.566 S 98.760 $ 88448 $ 87,525 $ 92.104 $ 78.097 S 72.086 Plastics 61,754 54.929 52.423 51.677 S2.6S2 50437 43448 43476 - -f Chemical - -- - -- -- -- .. ' 70.492 56JBQ Forest Products 68411 57,920 51.907 42.062 47,166 45460 4T.610 $3429 49.204 39462 Metal Products 407754 37.194 37,1S3 34.349 31.092 28,470 : .24407 35439 33,129 22.907 Associated Operations TOTAL MANUFACTURING Engineering & Construction Other Sales TOTAL 3.620 $259,396 74J08 -- $39418 57/? $238,404 61.680 1473 . '1464- 1.064 $334417 - $232434 $301,148 $222,613 49,86S 965 $273,443 -- $229,670 72.105 764 $302431 -- ' ***-.*.-- ; ' ' ----- $213,715 ''$397490- 5*224,449. ' ' -'.$230,921 $199,975 . 274*1 .yfewii; * '`I*'VfT>"4-47 37.907 Ml sawn* SMK7 >:. \ $327,342-^^06424.; . -. v .$229473 *Sales from InternationaJ Operations are-included in the appropriate divisions above, to include two wholly-owned foreign subsidiaries. Includes the former Chemicals & Dyestuffs and Tar Products Divisions, merged in November, Fundamental Changes Occurring at Koppers A number or significant changes and developments have been taking place within the Koppers organization in recent years. Some of these are apparent from our published financial in formation, while others are not so readily discerned. One such change concerns the basic comoetitive strength of our Companv. Creation of the Sinciair-Kopoers partnership in thermoplastics (please note full description on the follow ing pages) completes a program to put each of the maior areas of our business on a sound and competitive basis, rela tive to competing producers of the same goods and services. How favorably we fare against these competitors in fu ture years depends, of course, on how well we do our jobs. We are now satisfied, however, that in all principal product lines we are fully competitive in every respect--in raw material integration, plant efficiency, product quality, technical serv ice. and management and marketing ability. Our operating and overhead costs have been steadily re duced. In the last four years alone we have shut down 14 plants, and transferred their operations to other, more effi cient locations. The efficiency and throughput capacity of a number of our chemical and plastics plants, have been greatlv improved, and our metal fabricating facilities have been sub stantially modernized. The average number of Koppers manu facturing employees in the record sales year of 1964 was 'Continued on page t>3 ' . . t 1t *1,^ "v --- DYLfTE expandable polystyrene SUPER DYLAN high-density polyethylene Radio case molded ot DYLENE t '{ < DURETHENE polyethylene film (extruded from DYLAN low-density polyethylene resin) By the end of. 1967, we expect SinclairKoppers Company to be twice as large a factor in the plastics industry as it is at the present time. SiNCLAIR-KOPPERS current plastics include: Chester E. Brown - " DY1ENE polystyrene -- a rigid thermoplastic which is injection molded, extruded or vacuum formed into- products such as toys, housewares, lighting fixtures, radio and-TV cabinets, monofifaments for brushes^wa&tifel etc. used for i im DYUTE expandable poisUiffiMBIE5afife~and`fast growing foam plastic which is fi^fSHGsSPand more applications each year in the packagirig^9Hmerits and fragile articles, and in the manufactune.oi^^^pt^'cups, coolers, molded insulation board, and toys-and .flotation products. DYIEX styrene-butadiene hikes-- used principally in paper coat ings, paints, and Tug backings. DYLAN polyethylene -- the familiar "squeeze bottle" low-densi ty plastic used in film and sheeting (for agricultural, packag ing, and construction applications); and injection molded industrial parts, bottles, housewares, toys. ~ SUPER DYLAN polyethylene--a rigid, high-density plastic used in bleach and detergent bottles, bottle closures, beverage Illustrated on the opposite oage ire two maior building products soic o\ scones' :cai tar piccn ouiit-uo roots, mo LSIT amtnatea beams Container machinery such as tne HOOPERSWIFT pnnter-siotter. ioider-giuer above;, and DYUTE exoancraoie ooivstvrene tor roam oacxasins /erf. are contributing to Kopcers growing <nes to the packaging market. The Evolving Forest Products Division The recent growth of our Forest Products Division provides a good illustration of the extension of our operations into new and promising areas, while continuing to develop traditional markets. Until a decade ago this Division was almost solely con cerned with markets for pressure-creosoted wood irailroad cross ties, utility poles, foundation and marine piling, and highway posts). Sales to railroads alone, in the period from World War II untii the mid-1950's, made up about half of the Division's total saies volume. We have continued to compete aggressively for railroad business; our 1964 sales to this market were, in fact, the highest since 1957. Other segments of the Division's opera tions have been growing at a faster rate than the railroad market, however, with the net effect that sales to railroads now account for onlv about 25 per cent of our substantially larger total forest products business. The Forest Products Division, in addition to expanding tra ditional markets for treated wood, has also moved into areas where conventional preservatives such as creosote were not entirely suited to market needs. These new markets include areas where wood was not iormeriv used at all. or where untreated wood was used. In recent vears we have developed , and introduced two new pressure treatments for wood, each with its awn market and each with characteristics heretofore unavailable in chemically treated wood. nON-COM fire protected wood has now been accepted bv substantially all of the insurance industry tor partitions and roof decks in fireproof buildings. Since it retains all of the characteristics of wood in addition to its fire protection quali ties. \ON'-CO.M lumber is finding increasing application in mercantile, industrial, educational and institutional construc tion. Sales or nOn-COM fire protected wooa m 1964 showed another substantial increase over the preceding year. Con tinued rapid growth of this product is foreseen. CELLON-treated wood is one of the latest developments ot Koppers research. The CELLON process, while providing the same protection against insects and decav as other pres sure treatments, aiso combines the deepest preservative pen etration vet achieved with an exceptionally ciean. natural ap pearance. CELLON-treated wood can. if desired, be painted. In recent years the traditional markets for pressure-treated wood (as represented bv the pressure-creosoted marine pilings, above) have been extended bv the introduction oi new Koppers treated woods: WOLMANIZED lumber fas used in the roller coaster, upper lerti: HON-COM fire protected lumber (used in the apartment building, iar left), and CELLON treated wood (stadium seats, leit). stained, or giued. We have been producing CHUON'-treated wood at Oroviile. California for the past two vears and on .-he basis or a verv favorable product acceptance m West Coast markets, the size or the initial installation has been doubled. One CELLON piant is now operating in the East--at Orrville. Ohio--and a second, larger plant is scheduled for completion within the next few months at Montgomery, Alabama. Additional distribution of CELLON-treated wood will be realized through two licensees. Alger-Sullivan Sawmill Co. is currently operating a treating facility in Century, Florida: and McCormick & 3axter Creosoting Co. has a large CELLON plant now under construction at Stockton, California. Another contributing factor in the Division's growth over the past two vears has been the Unit Structures operation, which fabricates wood laminated arches, trusses, beams, decking and other structural materials. The addition of Unit Structures has further diversified the Companv's forest prod ucts operations into that segment of the construction market which uses engineered timber structures for school's, church es. sports arenas, warehouses, vacation resorts, motels and other buildings. 3 Crowing areas or work tor the Engineering and Construction Division are iacilities hr the continuous casting or steel (above', basic oxveen steelmaking plants ileit). and installations such as sewaee treatment oiants above, .'eir built bv the Malan Department. Reflecting the results of this decade of change, total sales ' struction. In 1964. more than two-thirds of our engineering it the rorest Products Division last vear were 568.5 million, and construction voiume was derived from basic oxveen more tnan doubie the 1954 volume of 532.6 million, with fur furnace oiants. continuous casting plants, ana overseas proi- ther growth expected in future years. ects--all relatively promising areas of future work. Shirt in Construction Emphasis Our construction business was further diversified eariv :r. . 1964 with the purchase of the Maian Construction Company Within the engineering and construction field, our sales pat of New York City, a firm specializing in the construction of tern has been undergoing a marked realignment. In 1957. for i water and sewage treatment plants, and military and space m- examoie. more than 35 per cent of Koppers S102 million con ! stallations. It is gratifying to report that during 1964 the .Malan struction volume was in the designing and building of sinter organization received S31 million in new business, only a ing piants. open hearth shops, coke ovens, and blast furnaces small part of which was included in our 1964 sales, with the for American steel comoanies. remainder falling into 1965 and succeeding years. We expect in recent vears construction of sintering piants and open Malan to make substantial contributions to our future con- hearths has been slowed bv changing economics and newer !I struction voiume. technoiogv. And. while the long-range outlook for coke oven and biast furnace work remains favorable, improvements in blast furnace feed preoaration. increased blast temperatures and furnace pressures, and supplementary fuel injections have boosted the iron output or existing biast furnaces and reduced Hardinge Company Joins Koppers coke reauirements. ttius causing a temporary lull in new con Early in January of 1965. we Durchased the assets of Hardinge struction in this area. Company, Inc. of York, Pa. Hardinge Company is a ieaaing In the meantime, we have moved into other types of con- desiener and manufacturer of ecuipment used to dr/, grinc. Sew '.ecbnoioev at Kooners iS represented bv :ne oroaucvon or riiament wound reinforced plastics at iamtes nau-tr'e'. jccjutrecl in 1963. Hundreds or stranas or frnersuss above 'eft) are used in such products js iiehtweier.:. corrosion-resistant HYSTRAN reinforced eons'. o:oe e:: ana remrorced plastic raaomes joov e for air tranic ana navigational svstems. knoiders. Common stockholders received total dividend ments or 55.3 million, eauivalent to 52.-10 per share outc:ng. comoared to 54,5 million or 52.00 per share paid 965. Our expenditures tor acquisitions, investments, plant conction and expansion, and modernization of existing facili- totaled Si5.0 million during 1964, compared to S18.0 lion in 1963. Our total capital expenditures in 1964 were er than we had anticipated earlier in the vear. largely due delavs in the deiiverv of major pieces of equipment for rent exoansion programs. Capital expenditures in 1965 I be significantlv above the 1964 level. Cash flow from ooerations during the vear--consisting or income, depreciation, depletion, provisions tor deferred erai income taxes, etc.--totaled 524.1 million, equal to 1.57 per share, compared to 523.5 million or 510.32 per re in 1963. Our ratio of current assets to current liabilities at year end s 3.1 to 1. Inventories on December 31 amounted to S50.5 Ilion. and receivables totaled 559.9 million. The increase receivables over the 550.5 million at the beginning of 1964 reflects the Company's substantial^- higher sales volume durmg the vear just completed. Future Outlook The outlook ior the future continues promising, end we ex pect to report further gains in sales and earnings during 7965. Our backlog or orders on hand at the end of 7964 totaled 5150 miilion, up from 5747 million at the beginning of the vear. For the Board of Directors. FRED C. FOY. Chairman F. L. SYROM. President 11 Transformation of the Eregii plant site The Eregii Integrated Steel Plant Project F'ed C. rov Since establishing an International grouo in 1956 to coor The services performed for our customers in such under dinate our international operations. Koppers has become in takings include the making of initial technical and market creasingly active in world markets. studies, evaluation of raw materials and plant locations, co We are presently operating or selling in 6/ countries. Our ordination and assistance in developing a financial plan for international activities include the designing and building of the enterprise, design and construction of the required plant, industrial plants, the rendering of technical and management and follow-through help in management, operations, and assistance to firms in developing countries, the export sale of , personnel training. products made in our U. S. plants, and participation in foreign manufacturing affiliates--usually on a joint basis with resident Eregii Demir ve elik business interests. i Fabrikalari T.A.$. A unique aspect of our overseas work is Koppers ability to The integrated steel plant now in the final start-up phase at assist in the planning and development of large new industrial Eregii. Turkey is a good example of the range of services that enterprises. Through the vears KoDpers has assembled the Koppers can be called on to furnish a major overseas indus skills needed to help bring a new company into existence, and trial venture. to help it successfully through the earlv difficult vears. This new steel piant is owned and operated by the Turkish 12 1962 i.rT) E-ecn Oemir .e Cehk Fabrikaiar: 7 A.S. Eregu iron and iteei Worxs. now known in Turkev as Erdemir. It is located on he vlacK >ea coast. TOO miles east or Istanbul. \;>ope.rs nas been cioseiv involved trom the inceotion of this oro/ect. We helped to perform initial feasibility and mar ket -todies ana heioed the customer to set ud a comorehensive financial' pian for the project. Then, in cooperation with 3!aw-.\nox Company and Westingnouse Electric Inter national Corporation, we assumed responsibility for the de sign. suoervision or construction, and furnishing of maior eauiomenr tor me pianr--and aiso became minority stock holders m the new venture. in addition. Koooers will continue to assist the Ereali firm throusn a five vear technical and management advisory con tract. which is aireac'v in effect. Shipments of finished steel products trom Erdemir have commenced, and the entire piant is exoected to be in foil operation in March. 1963. With the coooeration and hem of both the Turkish government and Turkish private business interests, and of the other American firms involved in the job. we have fulfilled the 42 month construction schedule agreed to in 1961--an ambitious time schedule considering the size and complexity of the job. It now appears that the Turkish economy, which has for some time badly needed the flat steel products (plates, sheet, tinplate, etc.) being produced at Eregli. wiil almost immedi ately absorb the entire initial output-of the plant. It is prob able that an early expansion program will be required at Eregii to meet the increased demands from steel users, which we know from our experience in other deveiooing countries can be expected to expand rapidlv once the dependable avail ; Public/Private Cooperation ability or this tvpe of domestic steel is assured. This plant will be one of the most up-to-date steel pro ducing facilities in the world. Turkish coal from nearby loca tions will be carbonized in 74 large-capacity (15 ft. high) Koppers-Becker underjet coke ovens. Pig iron will be smelted in a 28 ft. heartn-diameter blast furnace, the largest in the Middle East, using coke from the Koppers ovens as well as Turkish iron ore and limestone. Steel will be made via the | Created the Eregli Plant i3 i The planning and building of the new Erdemir steel plant pro vide a truly fine example of cooperative effort between the I Turkish government and private Turkish interests, European companies, and the United States government and private | American business and banking firms. 1 _____________________ I The U. S. Agency for International Development, through the latest method--the basic oxygen furnace process--in two 80- largest single industrial loan ever granted bv the U. S. govern ton vessels, the only oxygen furnaces in the Middle East. Hot ment, has supplied a substantial part of the total capital re- ! quirements of the project. and cold rolling mills and auxiliaries of the latest design have j ------------------- been engineered and supplied by Blaw-Knox. VVestinghouse Chase International Investment Corporation of New York as Electric provided all electrical equipment and an oil-fired sisted in financing the project through a direct loan. 40.000 kva power plant. 14 3'0spective Turkish private investors team about Erdemir _ through dispiavs and personal presentations. It is important to note that, while the governments of both Five L. 5. comoanies piayed important roles in the design, Turkey and the United States are lending substantial help to furnishing of equipment, and construction of the new plant. this project, Erdemir is a privately controlled and operated In addition to Koppers Associates (the Koppers. Blaw-Knox, companv. This is a first in Turkey, where private ownership Westinghouse partnership), Foster Wheeler Corporation per. of such a large basic industry is a new concept. rormed fieid erection of material at the plant site, and Morri- iI son-Knudsen Comoanv did most of the foundation work. j Turkey to Gain from the Eregii Project A number of companies in France and Germany suppiied a portion of the equipment needed by the Eregli plant. The Turkish national economy will benefit directlv and sub- I stantially from the Eregli plant. i Several agencies of the Turkish government supplied direct l ! Initial plant employment is 2,500, with' additional personnel financial aid, as well as encouragement and support for the , to be added as expansions occur. It is estimated that at least oroiect. Private Turkish individuals to date have purchased three to four times that number wiil be employed in mineral stock in the enterorise valued at 80 million iira <S9 million.'. ! processing industries, distribution of raw materials and fin- 15 The Eregli plant at night ished steei products, and new steel-consuming industries cre 1 program has been established, and customer accounts cur- ated through the availability or Eregli steel. 1 rently number 2.200--including of course a number of quite ; modest users of steel. The flat steel products from Eregli will heip to stimulate and | ---------------------------- strengthen the Turkish economy. Although a steel piant has j New steel-consuming industries in Turkey are encouraged bv been operated at Karabuk, Turkey for the past 23 vears. pro , the imminent availability of Eregli steel. Capacity at a pipe j duction at that location is confined to structural sections, j plant in Izmit, for example, has been more than doubled and l bars, and rails--with no capacity in the flat steel products J this one plant alone will consume an estimated 75,000 tons which will be made by Erdemir and are now increasingly | of steel annuailv. And Turkey's 53 canning factories have been needed bv the country's expanding industries. The only flat products heretofore available were imports, in dire need of a reliable domestic supply of tinplate to pre! serve and package Turkey's meat, fish, fruit and vegetables. J ___^____________ necessarilv restricted in quantity due to the need to conserve ; Development of the Turkish mining industry has been accel- Turkey's foreign exchange reserves. i erated by the presence of the Eregli plant. Coal, iron ore. and Steel shipments from Eregli will have impact throughout the Turkish economy. A comprehensive distribution and sales limestone--the three principal materials used in the making of iron and steel--all are being supplied from Turkish mines. 16 Koppers International Operations: Th.e Eregli project while excefKniaJty large and dramatic, is but one example or Koppers expanding international interest. During 1964, for instance, our Company: completed the design, and assisted in the construction oi the world's largest basic oxygen steelmaking plant for ITALSIDER S.p.A. at Taranto, Italy; began construction of a new Koppers blast furnace for Empresa Nacionai Siderurgica, S.A. at Aviles, Spain; and another for Compania de Acero del Pacifico SA at Concepcion, Chile; A ARCEHTINA-ahykne produ&So&ntsr;, entered into an agreement with lligan Integrated Steel Mills,. Inc. to design, coordinate the construction, and help to man age a new integrated steel plant in the Philippines; assisted in the management of four large steel operations in as many countries, three chemical, plants, and a cement firm;. produced, in companies faintly pwned with foreign partners. A* more than 75 million pounds of styrene monomer and poly- -; styrene and polyethylene plastks Ot Brazif and-Argentina; - exported many, millions of dollars in KoppejS cftemicafe and^ S plastics, woodproducts;iar-basedpToduct^^mdiierrntcfiin^ ` ery, piston rings andseds^dcouppf^fof^^ Withra? brcadprogr under way; and.; fu: i.K'S'j-Cisa markets, we feistthai a truly "multr-nationaJ'^ Board of Directors We were deeoiv saddened bv the deaths curing tne vear or two rormer Chairmen or the Koopers Board of Directors. I. Peter W illiams, jr. and W. F. Munnikhuvsen. ano me oassmg of an active Director. |. Libert Wooes. |. Peter Williams. |r. contributed signifi cantly to K'ODpers growth and prosDentv during nis 36-vear association with the ComDanv. He became President of Koppers Coal Company in 1930. President of Koopers Company in 1939. and was the first President of Koppers Company. Inc. at the time of the incorporation of the present Company in 1944. Mr. Williams aiso served as Chairman of the Board of .-Coopers Company, Inc. from 1944 until 1930. Following his retirement he re mained a Director until 1956. The career of W. F. Munnikhuvsen spanned 47years of distinguished service to Koppers. Mr. Munnikhuvsen was elected Vice President and General Manager of the former Wood Preserving Division in 1938, Executive Vice President of the Company in 1950, and Chairman of the Board in 1955. He served as a member of the Board of Directors for five years fol lowing his retirement in 195B. J. Albert Woods, formerly President of Commercial Solvents Corporation and Chairman of the Board and President of Courtaulds North America Inc., was a member of the Board of Directors from 1961 until his death last spring. WALTER P. ARNOLD Executive Vice President Koppers Company, Inc. JOSEPH SECKER Former Vice President Koppers Company, Inc. VANCE BRAND President. International Investment Co. STANLEY N. 3ROWN Former Vice President Koppers Company. Inc. FLETCHER L 8YROM President Koppers Company, Inc. FRED C FOY Chairman of the Board Koppers Company, Inc. CURTIS E. JONES Vice President, Mellon National Bank and Trust Company T. C. KEELING, JR. Vice President Koppers Company, Inc ROBERT H. McCLJNTIC Chairman of the Board Cordon Lubricating Company RICHARD K. MELLON Chairman of the Board Mellon National Bank and Trust Company ROBERT S. OELMAN Chairman of the Board National Cash Register Company NATHAN W. PEARSON Vice President and Governor T. Mellon and Sons ARTHUR B. VanBUSKIRK Vice President and Covernor T. Mellon and Sons ). Albert Woods Changes in the Board of Directors: Lawrence N. Murray, former President of Mellon National Bank and Trust Company, retired from the Board of Directors early in 1964. He had served as a valued member of the Board since the in corporation of Koppers Company, Inc. in 1944. Arthur W. Knight, Director of Courtaulds. Ltd. London, resigned as a Director in January of 1964. Three new Directors were elected to the Com pany's Board during 1964: Curtis E. Jones, Vice President of the Mellon National Bank and Trus Company; Nathan W. Pearson, Vice Presiden and Governor of T. Mellon and Sons; and T. C Keeling, Jr., Vice President of Koppers. Mr. Keel ing, who joined Koppers in 1945, served fronr 1958 to 1963 as Vice President and General Man ager of the former Chemicals and Dyestuffs Divi sion. He joined the International Division in 1963, and in 1964 succeeded George W. Naylor who retired during the year. Mr. Keeiing is now Director in charge of International Operations. 18 Officers of Koppers Company, Inc " M- - "O'* ' > -- IN.. 3'RO`** J-`>' je": Company Vice Presidents 'A ALTER 3 ARNOLD E\ecu;-\e i ce s"`--ae''t Co.-corate Cross tr. p'ann;re -i A 3E\N^ irerr j~c CjnsJ.'w'Ct.'C0 JT'*v!'.or CHESTER E. 3ROWN- DAVID L. EYNON. |R. Cere'ii Manager. Planes Dmsion Coroorate Crowtn slar.r.ir.i HARRY 3. CUMMINGS Cererai Manager Metai Products Division DOUGLAS CRYMES. JR. Cenerai Manager -orest Procucts O'sision ;RED DENIG -ie'~auor.ai Ooerations ROBERT R. HOLMES Executive vice President OHS D. lONES 4"OC.`jtea Ooerations T C. sEELING. IR. Director in Charge. tionji Ooerations !OHN E. SPEARS ~rea.'Urer junior \cdo6''? oircers retiree la'-c :~e ear: Ceorge M. Waiker. associates \coce'S :ince '929 arc Execut-ve ce 'esicent cr tne Comoanv since '?!errec .n tne .'j;.1. Mr. Waiker neioec to csrce our Comoans. througn the ear:', ears n :ne oiastics mcustrv. Ceorae `A. Sas.or conctuced a '6-sear -.`areer \\:tn :ne Comoanv in Sovemoer o: '64. in ms caoacrv as Vice ?resicen: anc General Manager or :ne International D \:.-;on. r.e directed the Comoanv s overseas ooerations since the initial formation or tne Division in 1956. Dr. Paui W. Bachman, former V:ce 'resident and Director of Researcn anc more recentiv a memoer of tne Corporate Growth Planning Grouo. retirea in August. Divisional and Departmental Vice Presidents W. A. ANDERSON IOHN H. HAUSER Engineering ana Construction Div. Tar and Chemical Division CARL H. POTTENGER Director of Research IOHN M. CRIMMINS NICHOLAS KAY Cenerai Counsel. Law Department Metal Proaucts Division J. D. RICE. Manager Procurement Department DONALD L. DeVRIES Metal Proaucts Division W. EUGENE KOGER. Manager FRED W. RYS industrial Relations Department Engineering and Construction Div, ROBERT T. EAKIN DONALD MacARTHUR Engineering ana Construction Diy. Washington Criice IOSEPH B. SCHMITT* Plastics Division |. A. HAGAN I. C. MACON. JR. Engineering and Construction Div. 7ar and Chemical Division FRANK B. VARGA International Operations ). F. HALEY. Manager Traritc ana Transoortation Deot. P. V. MARTIN B. OTTO WHEELEY, Manager Engineering i Construction Div. Marketing Department MAX C. HANISCH Forest Proaucts Division PAUL C. McCONNAUGHEY Tar ana Chemical Division IA.MES P. WILLIAMS Engineering and Construction Div. i. A. HARTZELL E. J. McGEHEE Engineering ana Construction Div Forest Products Division R. G. WILSON Engineering and Construction Div. George M. Walker George W. Naylor Dr. Paul W. Bachman Other Officers JOHN M. CRIMMINS Secretary WILLIAM P. RAINES Manager, Public ana' Community Relations Deoartment `Transferred to Sinclair-isoopers Company- en'ective lanuarv 1 :?65 19 Report of Certified Public Accountants i Transfer Agents Mellon National Bank and Trust Companv Mellon Square. Pittsburgh 30. Pa. Bankers Trust Companv 16 Wall Street. New York 15. N. Y i Harris Trust and Savings 8ank 111 W. .Monroe Street. Chicago 90. 111. !! I I Stock Registrars Piltsburgh National Bank P. O. Box T46. Pittsburgh 30. Pa. Morgan Guaranty Trust Company of New York 140 Broadway, New York IS, N. Y. Continental Illinois National Bank and Trust Company of Chicago 331 South LaSalle Street, Chicago 90. III. Dividend Disbursing Agent Mellon National Bank and Trust Companv Mellon Square. Pittsburgh 30. Pa. ARTHUR YOUNG & COMPANY CERTIFIED PUBLIC ACCOUNTANTS 30 Seventh Avenue Pittsburgn. Pa, 15279 The Board of Directors and Stockholders Koppers Company, Inc. We have examined the accompanying consolidated balance sheet of Koppers Company, Inc. and consolidated subsidiaries at December 31, 1964 and the related consoli dated statement of income and earnings retained in the business for the year then ended. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting rec ords and such other auditing procedures as we considered necessary in the circumstances. in our opinion, the statements mentioned above pre sent fairly the consolidated financial position of Koppers Company, Inc. and consolidated subsidiaries at December 31, 1964 and the consolidated results of their operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. ARTHUR YOUNG & COMPANY Pittsburgh, Pennsylvania January 21, 1965 i 20 I Consolidated Statement of Income and Earnings Retained in the Business ... Our Year in Brief Total Koppers Sales Millions 0 50 100 150 100 Net Income D oilais IV i Shaic Dollars 0