Koppers Holdings Inc.

Good morning, everyone. Welcome to our First Quarter Conference Call.

My name is 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 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 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 financial 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 and welcome, everyone, to our 2012 first quarter conference call.

Due to the accounting rules for reporting discontinued operations, the discussion of our first quarter results will reflect our GAAP financial statements and therefore exclude the impact of our carbon black plant closure in Australia for both 2012 and 2011.

In regard to our first quarter results, sales increased by 12% and adjusted EBITDA increased by 37% over the prior-year quarter as selling prices of our major products more closely reflected our increased raw material cost. Additionally, the prior-year quarter was negatively impacted by $1.2 million of storage and logistics cost for coal tar in North America compared to the first quarter of 2012, as well as significantly higher raw material costs that had not yet been able to be passed on to our customers.

In our global Carbon Materials & Chemicals business, revenues grew by $31 million or 14% over the prior-year quarter, benefiting from higher prices for pitch and phthalic anhydride. And higher volumes and prices for carbon black feedstock, which more than offset lower volumes for pitch, lower prices for naphthalene and $1.7 million of estimated cost related to the tank rupture that resulted in a pitch spill in Australia.

The increase in product pricing was driven by quarterly and semi-annual pricing adjustments, which allowed us to recover the increase for our material cost, we experienced in the second half of last year.

Global aluminum demand is expected to be strong with projections of 6% to 7% increase in global consumption in 2012, although most of this increase is projected to be in China, a region where we currently do not sell pitch directly to the aluminum industry. Due to the reduced aluminum production in Europe and Australia, combined with abnormally high sales volumes for pitch into Europe in the first quarter of 2011, due to timing of shipments, our pitch volumes in the first quarter this year were 8% lower than the first quarter of 2011.

While we see some uncertainty in the European aluminum market, at this point we expect that our global pitch volumes for the year will be comparable to 2011 volumes. We continue to focus on expanding our pitch volumes in the regions of the world where aluminum and steel production are growing in order or maintain our global market share.

We continue to see strong pricing for our carbon black feedstock, which is sold into the rubber markets. As volumes increased 46%, due partly to the closure of our carbon black plant in Australia and average prices were up 9% in the first quarter compared to the prior-year quarter.

Naphthalene volumes were up 8%, but price has declined 25% compared to the prior-year quarter. With the price decline coming primarily from China, due in part to the slower construction season.

Our phthalic anhydride business continue to provide increased profitability, as average selling prices were up by 17% over the prior-year quarter, driven by higher orthoxylene prices. The average price for orthoxylene increased to $0.67 a pound from the first quarter of 2012 compared to $0.55 for the first quarter of 2011.

This increase reflects higher crude oil prices, which increased from an average of $94 a barrel in the first quarter of 2011 to an average price of $103 per barrel in the first quarter of 2012. Ortho running prices were at an historic high of $0.71 a pound in March and April.

For our Railroad & Utility Products business, higher sales prices and volumes for crossties sold to commercial customers combined with higher volumes and prices for treating services more than offset lower sales volumes for untreated crossties and resulted in an increase in sales of $8.5 million or 7% from the first quarter compared to last year's first quarter.

As of March 31, we had 6.1 million untreated crossties on hand at our plants compared to 6.2 million ties at the end of 2011. As commercial ties volumes in treating services were up in the first quarter compared to the first quarter of last year.

Tie insertions for 2012 are expected to be in the 20.5 million range, slightly above estimated insertions for 2011. We continue to see strength in the commercial crosstie market as volumes were up 7% for the first quarter over the prior-year quarter.

After Leroy completes the financial review, I'll give you a status update on our core-end markets as well as offer a few thoughts on our 2012. Leroy?

Thanks, Walt. Starting with the consolidate results, sales for the first quarter increased by 12% or $39.4 million to $381 million compared to the prior-year quarter, as volume and price increases in both Carbon Materials & Chemicals and Railroad & Utility Products drove sales increases in both business units compared to the prior year.

First quarter adjusted EBITDA was $36.7 million or $9.9 million higher than 2011's first quarter adjusted EBITDA of $26.8 million. And adjusted EBITDA margins increased to 9.6% from 7.8% in the first quarter of 2012 after restating for discontinued operations.

As mentioned earlier, first quarter EBITDA was negatively impacted by $1.7 million for the estimated cost related to a pitch tank rupture and spill in Australia.

For the first quarter of 2011, we also incurred an additional $1.2 million of storage and logistics cost in North America compared to the first quarter of 2012. And we were also negatively impacted by unexpected increases in tar costs in certain regions that we were not able to recover until the second half of 2011.

We continue to see strong overall product demand and as expected we saw prices increase over the prior-year quarter for the majority of our products. The adjusted EBITDA margin increase of 180 basis points over 2011's first quarter is not a spread that we expect to be sustainable in the near term.

While we have undertaken many actions within the company to address the past few year trend of declining margins, we're only in the beginning stages and the first quarter 2011 comparison is not a strong one.

With that being said, we've already seen positive benefits from some of our plans which include new contract pricing, increased new product sales such as borate-treated crossties, the closure of our Australian carbon black facility and general cost containment initiatives. We expect those benefits to continue throughout the year and put us by year end somewhere in the neighborhood of 100 basis point to 140 basis point EBITDA margin increase over 2011's EBITDA margin of 9.6%.

Adjusted net income and adjusted earnings per share for the first quarter of 2012 were $15.5 million and $0.74 per share compared to $8.4 million and $0.41 per share for the first quarter of 2011. Our tax expense as a percent of pre-tax earnings for the first quarter was 31% compared to 36% in the prior-year period.

Excluding discrete items, our tax expense as a percent of pre-tax earnings for the first quarter of 2012 was 33%. There were no discrete tax items recognized in the first quarter of 2011.

The decrease in our effective tax rate, excluding discrete items, is due mainly to the implementation of our European integration project that was finalized in the fourth quarter of 2011. Looking ahead, we anticipate our effective tax rate, excluding discrete items, to approximate 33%, which is within the range that was communicated on our last call.

Looking at Carbon Materials & Chemicals, first quarter sales for CM&C increased 14% or $30.9 million to $249.5 million compared to the prior-year quarter. The increase consisted of a $7 million increase from volumes due mainly to carbon black feedstock and a $23 million increase from pricing that was driven by pitch, carbon black feedstock and phthalic anhydride.

In the first quarter, we saw positive growth year-over-year in 2 of the 3 main components of our Carbon Materials & Chemicals business. Pitch had a 6% to $13.6 million increase in sales as higher selling prices offset lower sales volumes from Europe and Australia.

Sales of distillates, which include third-party creosote sales and carbon black feedstock, increased 8% or $18.5 million due to higher volumes and prices for carbon black feedstock compared to the prior-year quarter.

Part of the volume increase was due to our Australian operations selling carbon black feedstock to outside customers instead of selling to our carbon black plant, which was closed during the fourth quarter 2011. The third main component, coal tar chemicals, was flat as higher phthalic anhydride prices were offset by lower prices for naphthalene compared to the prior-year quarter.

Carbon Materials & Chemicals adjusted operating profit for the quarter of $20.5 million increased from $14.1 million in the first quarter of 2011, which equates to operating profit margins of 8.2% and 6.5% respectively. Operating margins increased due to improved pricing for pitch, carbon black feedstock and phthalic anhydride.

As announced previously, due to deteriorating operating conditions, we closed our carbon black plant in Australia, resulting in impairment and closure cost of approximately $41 million in the fourth quarter. As mentioned in our press release, we expect the overall cash impact to close to be neutral or even positive as a result of a reduction in working capital as operations cease.

For the first quarter, the net cash impact of the carbon black plan closure was a positive $500,000. The operating results for the plant are being reflected on a net basis as discontinued operations within our financial statements.

Sales of Railroad & Utility Products increased $8.5 million or 7% to $131.4 million in the first quarter compared to the first quarter of 2011. The increase consists of $3.7 million from higher sales volumes driven by increased sales of treated crossties to commercial customers, increased volumes of the treating services for the Class 1 railroad and increased volumes for utility poles, and $4.3 million from higher pricing due mainly to treated crossties and treating services.

Adjusted operating profit for the quarter increased to $9.1 million from $7.5 million with adjusted operating margins at 6.9% compared to 6.1% in the prior-year quarter. Higher volumes and prices for our railroad products in the first quarter of 2012 highlight the continued strength in the railroad business.

As mentioned in our last call, we are closing our wood treating plant in Grenada, Mississippi. The plant which primarily treats utility poles is expected to cease operations this summer, at which point the majority of the treatment services are expected to be transferred to other Koppers facilities where we will be able to use the excess capacity.

The expected closure costs of $4 million of which $1.4 million was previously accrued are expected to be incurred over the next 2 years. No closure costs related to Grenada were incurred in the first quarter.

Looking at cash flow and liquidity, cash used in operations for the first quarter of 2012 amounted to $15.8 million compared to cash used in operations of $9.5 million for the first quarter of 2011, with the difference being mainly the increases in trade receivables and inventories related to higher sales volumes.

We've talked in the past about having a free cash flow target of 5% as a percent of sales on average over the next several years. While I see our cash flow improving dramatically as we move through the year with where we were at, as of the end of the first quarter, I would expect this year's percentage to come in somewhere between 4% and 5%.

Our debt net of cash on hand at March 31, 2012, increased to $272 million from $248 million at December 31, 2011, primarily as a result of higher working capital. Our debt to adjusted EBITDA ratio at March 31 was at 1.7x, the same level with December 31.

As of March 31, we had $18.5 million borrowed on our revolver and we had total estimated liquidity of $321 million.

Before I turn it back over to Walt, I'd like to remind everyone that our business is seasonally impacted by demand for our products. Financial performance in the first and fourth quarters tends to be similar and is historically lower than the second and third quarters.

At this time, I'd like to turn it back over to Walt.

Thanks, Leroy. The major end market for our Carbon Materials & Chemicals segment is aluminum.

Although pricing for aluminum has fallen during the first quarter and resulted in capacity reductions in certain regions, recent projections indicate that global aluminum production will increase by 5% in 2012, with most all of this increase is expected to be in China. Regarding the reduction in pitch volumes for the first quarter, while acknowledging the potential for volatility in Europe, at this point we still expect pitch volumes for the year to be similar to that of 2011.

According to recent projections, the Middle East expects primary aluminum production to increase by 1.3 million tons by 2015. This growth includes the modern facility in Saudi Arabia which will have a capacity of 740,000 tons with the first metal being produced by the end of 2012 and the expansion of the EMAL smelter in the United Emirates which is expected to increase capacity from 750,000 tons to 1.4 million tons starting in the fourth quarter of 2013.

Although pitch volume has dropped from the previous year quarter due to reduced aluminum production in the Europe and Australia combined with abnormally high sales volumes for pitch into Europe in the first quarter 2011 due to timing of shipments, we saw increased demand of our profitable downstream products, carbon black feedstocks which is used in the production of carbon black for tires and naphthalene used in the production of concrete and textiles.

Phthalic anhydride products continue to be highly profitable and we believe the long-term outlook is favorable as is tied closely to the Europe's automotive and housing industries. Current projections indicate that U.S.

automobile production will increase by 1.3 million units in 2012, with U.S. light vehicle sales increasing to 14 million units.

As mentioned earlier, orthoxylene prices which drive phthalic anhydride prices is at an all time high level of $0.71 a pound in March 2012 and continued at that price level for the month of April.

Our carbon black feedstock and naphthalene products have benefited from the increases in the production of rubber for the tire industry and concrete for the construction industry as Asian economies continue to generate fairly high growth rates. Global tire production is projected to grow annually at 4%, representing an additional 50 million tires per year through 2015 with majority of this growth coming from the emerging markets in Asia.

The Asian growth in tire demand is being driven mainly by automobile production, as automobile ownership rates in emerging markets continue to grow. Reports indicate that vehicle car ownership rates in Western economies are in the range of around 500 vehicles for each 1,000 inhabitants, while ownership rates in China and India are less than 50 vehicles for each 1,000 inhabitants, implying many years of strong growth ahead in this market.

Cement production an indicator for the concrete end market for our naphthalene product overseas is projected to increase to 3.8 billion tons in 2012, representing a 6% increase over 2011 and to 4 billion tons in 2013, also with most of this growth coming from Asia. We do see lower prices for naphthalene in the first quarter of 2012, but we're hopeful that pricing will improve as the anticipated stronger construction season in China in the second quarter.

As we continue to grow our tar distillation capabilities in the Asian regions, we continue to benefit from strong demand for our downstream naphthalene and carbon black feedstock products. As announced previously, we have entered into a Memorandum of Understanding with Nippon Steel Chemical, the Pizhou City Government and the Yizhou Coking Group in China to build a 250,000 metric ton tar distillation plant there, which includes 2 downstream plants producing needle coke and carbon black in the Jiangsu Province area.

At this point, we are working through the details of the joint venture agreements, and we continue to anticipate that the tar distillation plant will break ground before the end of this year.

Regarding the outlook for coal tar raw material, we've seen reduced availability of coal tar in North America, Europe and Australia due to the idling of lower production rates for certain coke batteries due to lower steel production as well as alternative technologies that reduce coking requirements. As mentioned in our last call, this reduced availability coupled with increased demand for carbon pitch is expected to result in higher coal tar costs in these regions in 2012.

To the extent necessary, we have the ability to increase our current imports of carbon pitch into these regions from other operations or from third parties, and we also have the ability to extend our carbon pitch supplies through the use of certain petroleum feedstocks that are compatible with coal tar.

In our North American railroad business, we continue to see strong levels of crosstie purchases. And as noted earlier, we continue to see increases in volumes for the commercial crossties as the short lines will continue to upgrade their rail lines to accommodate heavier rail cars.

Our expectations are also positive for our Class 1 railroad customers based on a projected increase of $1 billion in maintenance of way budgets for 2012 compared to 2011.

As you may have seen, we recently announced 5 year contract extensions for both the CSX and UP railroads with a combined value for these contracts of more than $800 million over the next 5 years.

And as I mentioned in our last call, we're also exporting about $10.5 million of crossties into South America in 2012, a new growth market for this business. The first shipments of this order began in April and we are optimistic that this market will continue to provide opportunities for us in the future.

Regarding the profit outlook for 2012, the improvement for the first quarter compared to last year's first quarter was in line with what we had expected coming to us this year. As a result, we still believe our earnings growth in 2012 will be in the range required to keep us on pace to meet our 2015 earnings per share target of $6.50 a share, as we communicated to you in our last call.

At this time, I would like to open up the meeting for any questions that you may have.

I had a question on the pricing. It seems that the pricing was a big driver here in terms of the increased profitability.

How much of that pricing came from your ability to renegotiate the terms on your contracts that came due this year versus just the regular price to raw relationship that comes up each quarter?

I would like to say, Kevin, the majority of the increase was obviously tied to our long-term contracts and pricing formulas. I guess 2 things.

One, as we mentioned, we're doing everything we can to decrease the lag time that we've had in the past with the escalating raw material increases. And secondly, when we do negotiate new contracts which we have, we've negotiated several last year and more recently the 2 I just mentioned with the railroads.

But each time we negotiate a contract, obviously we go in with a different view of the various components of those pricing formulas. The majority of the increases have come from revised formulas and doing a better job of our pricing rates and getting more value from what we're supplying to our customer.

In terms of the carbon black feedstock volumes, I know you touched on it a little earlier, could you elaborate a little bit on that? I know tire demand in this first quarter was down a bit and also volumes at some carbon black manufacturers were also down.

So I was just wondering how were you able to increase volumes so well in an industry that's kind of been headed down quarter?

Two things on it, Kevin. One, coal tar based carbon black feedstocks contain more carbon and really are a better quality raw material than petroleum, which is majority.

So you still see the coal tar based carbon black feedstocks going into the specialty applications, which I think is fairly strong. But also, when it comes to choices, coal tar based is a little better quality than the petroleum.

In terms of volumes in North America, or I guess really globally. We had nice weather here in the Northern part of the United States.

Did that have any impact on bringing volumes forward in perhaps like a railroad industry or maybe naphthalene? Did that have any impact at all or was it pretty minimal?

On the naphthalene side, it was minimal. Construction here in North America was still going at a fairly slow rate.

On the railroad side, depending on which part of the country you are in, in some areas, there was a fairly mild winter which did not have a major impact on white tie or tie procurement areas. I think on the tie procurement area, we saw just a little bit of a concern there with weather.

But overall, it's going to be a fairly strong year on the tie procurement area.

In terms of your comments on raw materials being in a shorter supply, does that mean costs go higher? You mentioned that your pricing is higher due to the higher cost last year.

So do you see sort of the same phenomenon that we saw last year where your margins get compressed a little bit at least until the contracts go through? If you could just give me a little more detail of how higher cost or shortage of material will impact the margins and how to think about it going forward, I'd appreciate it.

I think it really depends upon what region in the world -- what have you. But just to take Europe as an example, we're going to continue to see increases in raw material costs, hopefully much lower than what we've experienced in the last 24 months.

Europe especially when you've got a steel industry that's probably operating at about 70% there about over the last year, it has obviously put a lot of pressure on supply and demand of coal tar in Western Europe. And as we've been saying for the last several calls, that requires us to extend further out into Eastern Europe and other parts of the world to make sure that we were procuring enough coal tar to meet our customer demands.

So 2 parts: one, logistics increases costs, because if you're taking tar our of Russia or Ukraine or, wherever, you're adding costs to get them through to our plants. And then secondly, if it's supply/demand for the coal tar that is available in our normal markets, there is more pressure on demand which drives prices as well.

So we'll continue to see increases in raw material, and I am hoping that they will be near the magnitude that they had been.

You commented on your earnings outlook and to get to the range you talked about in 2015, it's sort of 20% to 25% if you just of normalize it on an average basis per year to get there, which is a nice growth rate. Is that how you're looking at as more of a consistent type growth rate like that or you're looking for maybe growth to be much higher in the first couple of years versus the last 3.

How should I think about that?

I'll start by saying we're aggressively accelerating, but, Leroy, maybe you should answer.

It's tough to say Ivan. You could see little volatility in that over that period.

I think we're looking at it longer term and figuring where we need to get up by 2015 and having those plans in place. So you could obviously in any given year see a much higher growth rate than others.

I think for this year, we see it pretty much right on that 4 year CAGR. Looking out beyond that, it's tough to say and I don't think we're ready really to say what we expect beyond that.

How did the China operations perform this past quarter? Is profitability continuing to move in the right direction?

Both plants we're operating in China continue to operate at or actually slightly above capacity. And yes, we did see profit improvement over the previous quarter, primarily through better product pricing as well as better managing of raw material cost available to us.

How much of the Granada, the plant that you're shutting down in Mississippi, is that running at an annual loss and how should we think about that impacting profitability on an annual basis after it's shut down?

I guess when you go back and look at Grenada over the last 2 or 3 years, it has been an underperforming asset and once upon a time would treat both railroad ties as well as utility poles. During the last, let's say, 12 to 15 months, it's been more dominant on the utility side, which -- so it's hard -- you'd have to go back further as far as losses.

And obviously it will help us from an absorption standpoint in terms of being able to retain a vast majority of those sales and take the production into our existing facilities. I'd say that that facility is probably been somewhere at breakeven to a losing proposition over the past couple of years, to what level, certainly not significant in the context of our overall earnings but that's more or less...

So maybe the best way to think about it is, it may not be a big swing in profit, but it will increase your utilization rate in your other plants, which eventually will be a positive impact on your margin versus like a $3 million or $5 million loss, leaving the P&L.

I mean and definitely will have a very positive impact on utilizing the capacity and obviously a positive note on the margins for that business.

Walt, I do this to you every call and I have to apologize ahead of time, but I have to bring up the RTA data again. And they have been reporting annualized purchase rates at a 23 million unit level, which is well above even the high-end of the typical range.

That makes me inclined to believe at a certain point there's going to be a correction. Is that reflective of what you guys are seeing?

I understand if you don't want to necessarily comment on RTA data. But if you could just talk a little bit about whether or not you're seeing that kind of froth in the demand for ties?

I guess my first comment is, but first we need to understand much more about the RTA numbers. Steve, first of all, they I believe are reporting on ties produced.

And ties produced means that the ties are either sitting in a wood treating plant or they're sitting in a saw mill somewhere. I know back in 2011, I think they reported ties produced of about 22.5 million or thereabouts, which improves the softwoods as well.

I think softwoods' up in the Northwest and it continues to be southern pine type of ties wood species that are used out there. And that's one of the differences.

And typically, I think you'd see the softwoods of that total tie produced that RTA reports of somewhere around maybe 750,000 to 1 million ties. So if you take let's say 1 million off the 22.5 million, so it gets you down the 21.5 million, that's very close to what we think was produced on the hardwood side for 2011, which was around 21 million ties where we're thinking.

Looking at the first quarter, I did get the first quarter RTA numbers and they're showing a procurement of about 6 million ties for the quarter. And supposedly, and I haven't had chance to confirm this, but of that 6 million about 500,000 to 600,000 were softwood ties, again what seems like an awful big number.

But assuming that, that is correct it gets you down to about 5.4 million, 5.5 million hardwood ties. And I think we're pretty well agreed with that number.

But also just further the answer, I really think that if you take let's say 5.4 million, 5.5 million ties for the first quarter, that's going to be somewhat normalized throughout the balance of the year. So you can end up with another 21 million to 21.5 million ties procured or produced for the hardwoods.

And then you add a little bit more for the softwoods.

So it certainly sounds like as far as is Koppers is concerned, you and your team are not expecting a major correction of any sort?

We don't really see it at this point. I mean we continue to see a fairly strong demand on the commercial tie side.

So we're doing a lot of bulk ties [ph], if you will, to keep up with those orders. So that's going to continue throughout the year.

And we know that the railroads have $13 billion worth of capital, not everything is going into the ties, but again, another strong year for tie insertions for the class ones as well. So yes, I think you are looking at 20.5 million to 21 million tie insertions this year.

And then, just as my follow-up related to aluminum. I think the commentary you provided at least for 2012, is that the majority of the new capacity or any additional production, what would lead to aluminum production growth is coming out of China?

And in the past we've talked about the fact that the level of their production, the quality of product and so forth doesn't necessarily give you an opportunity to compete in that market. Is anything changing there now, where you see a potential opportunity to develop business?

No, absolutely. And you're right on as far as our strategy over the last 7, 8 years is really focused on exporting the carbon pitch to smelters outside China, because of higher quality and the higher and higher prices actually, I'll be quite upfront with that versus the Chinese smelters using a lower quality at even a lower price.

And we're going to continue to stick with the strategy for the 2 plants that are currently operating. But assuming we get this third tar distillation built in the Jiangsu Province, which is much, much more closer to Xi'an, and Shandong and Jiangsu Provinces where you see more aluminum smelters and see some of the older technology plants being shutdown with modern technology, I'm sure you'll see us going more towards Chinese aluminum industry from that perspective.

So it will be with you new capacity and over the say medium-to-longer term that you get some of that volume.

Yes, you could see us changing our strategy at that time yes.

But nothing in the near-term, where all of a sudden you think you're going to pick up business there?

No, when you look at the Middle East with the modern smelter coming on stream December 2012, which will take them 9 months probably to get up to full production, that's another 70,000 to 74,000 tons of pitch. And then you tack on to that the EMAL smelter, which will be another 70,000 to 74,000 tons starting in fourth quarter 2013.

And that that's more attractive to us at the moment.

I just wanted to check how you're thinking about the M&A pipeline. Are you seeing your valuations moderate at all?

We continue to look for opportunities around the world. Actually this joint venture potential with the MOU we signed.

I like that a lot. That's a unique way of growing our businesses, when it comes to M&A activities closer to the ground.

We'd like to continue to grow on these 2 core businesses. As far as the valuation goes, I'd say there is still maybe a little higher expectations from people out there, certainly than I think what we've been willing to move forward with.

But we're hoping that the gap will be closing here, as we move through to 2012. But we continue to look pretty strongly at various opportunities there and hope that we'll be able to act upon something here at some point this year.

And then this maybe, I guess just to delve in a little bit more on that topic as you think about the maintenance of way acquisitions that you might be looking at. Is it fair to say that most of them will be standalone segments as opposed to what could simplistically be described as fixer-uppers?

It would vary, Laurence, it would vary. I am very, very much pleased with the joint bar acquisition we made back in late December 2010.

We continue to look for those types of potential acquisitions more so on the hardware side than I would say on the treating side. In the wood treating industry -- there is enough capacity for treating wood.

It's very, very much easier to add a cylinder at a current location than building a new treating plant somewhere. So there is enough treating capabilities.

And as far as our M&A activity on that side, I'd rather go for other products and services that would add benefit to our already good customer relationships that we have with the class ones.

Speaking about the modern project, do you know yet whether you will be supplying that? Have the contract announcements been made there?

I don't think there's been any announcements made. But whether it's directly us supplying or indirectly that additional pitch demand will certainly add benefits to the overall pitch market.

So even if someone else gets it, it will tight up the market, that's what you think?

Right.

And then, when would they actually be beginning to take pitch product from whoever that would be supplying them and start up late in the year?

Yes, I remember the date very well. It's 12/12/12.

For the first part, we're pouring metal, and that means they've got to either buy or produce anodes by, let's say by July, August timeframe.

And then, the Century Aluminum, the Ravenswood smelter, do you guys have any idea when that might be starting up? And do you have an idea of whether you might be supplying that one?

I think our chances will be very good. Ravenswood is probably less than 75 miles away from our plant, one of our carbon distillation plants.

But I'm reading what you're reading and the last article I saw was the earliest would be for late fourth quarter this year.

And then just, this is a stupid one, what is the softwood ties used for? Is that just for more temporary tracking?

Well, I think the softwood ties, you're going to see them more in Western Canada and up in the western states. And the only thing I can think of, Chris, is that softwood prices are much, much lower than hardwood.

And so there is I think a tickup in using those. The hardwood species is still the preferred more dominant species, but they do use a fair amount in all.

So you've got a few issues from time to time with shipping hardwood species out west it becomes of certain decay and certain potential fungus that you can get on the hardwoods when you ship them out west.

Do softwood last the same amount or shorter?

Shorter time.

Well, just a follow-up to Kevin's question on the revised pricing formulas. Would be able to tell us whether you have gotten through most of those or if you've gotten to half of those?

And if you are able to --well, if those are revised formulas or if you have price escalators or maybe characterize that some way?

I would say that we've been through at least 2/3 of our contracts and we still have ways to go as they expire and being renegotiated and so forth. But it's looking at different, depending on the product, depending on the customer, depending on the region of the world.

But one thing we're focusing more on is quarterly pricing that sort of matches up with our raw material purchasing process. But also it's looking at more direct cost that really can and have impacted our plant cost.

So we're focusing more on specific areas of escalators versus just a general customer price index or situations like that.

Do you have surcharges in there or do you actually have to go back and revisit and renegotiate the formula?

Surcharges will apply to products that we're trucking. Obviously, we've had surcharges in that on the logistic side for several years.

So surcharges would apply to more so logistics than raw material.

Would you be able to tell us, how much of what you're procuring then ends up being trucked?

I will have to do some work on that. I mean in U.S., I mean a lot and most all of our raw material is not all, but probably 50% is trucked, 50% of these are barged or railcar on the wood side.

Fortunately, we're moving a lot of raw material by rail, which utilizes our customer's rail lines. It varies around the world.

Australia is an example, a lot of that is moved by ship versus truck. But it varies.

A little bit of everything actually when you look at each country, trucks, barges, ships, railcars. I'd have to go back and really dig in to that.

And I guess for, Leroy, Ivan asked a question about the magnitude of the benefit from the closure at Grenada. I was wondering if you might be able to talk a little bit about the costs that were mentioned.

And how you see those kind of playing out through the rest of the year?

Going back to the cost that I mentioned, as we have said that we had already recognized about $1.4 million in the overall cost that we were expecting to incur from that of the $4 million. Certainly, we'll start to see I think some costs here in the second quarter.

I can't say exactly how it would play out throughout the remainder of the year. Some of that actually will most likely move into next year as well.

But I guess in terms of this year maybe you'd be looking at half of that or something like that, but it's not a big number.

You're talking about half of the $4 million.

Half of the remaining piece, which was about $2.6 million.

Just to catch-up on a couple things from last quarter. Denmark is all straight, everything is fine there.

I know you had some plant outage that's back up to speed?

Absolutely, yes. We had some issues with the naphthalene distillation unit there back in December, but everything is going well.

And then, talk to me about the short-line tax incentives. You mentioned that the short lines are driving the demand or a part of the driving the demand in ties, where do that stand?

And what's next there?

Well, I think you're referring to the Section 45 tax credits which not we, but the short lines have benefited over the years from time-to-time. The tax credits did expire in December of 2011.

They've not been reinstated yet. I think there are a couple or 3 legislative bills that have introduced it again.

And what this does, Greg, it gives the short lines an opportunity to I think on for every dollar they can save $0.50 on taxation if you will. So it's a driver incentive for them to put more money into their infrastructure and do more work and then get a tax advantage off of it.

However, and that's been working over the last 4 to 5 years. However, with the increased loading of these larger railcars that the class ones are really using more and more each day, in order for these short lines to accommodate these heavier loads with their infrastructure, they're spending a lot of money to do that.

To make sure that they can; number one, receive the heavier load cars; but secondly, they don't have a derailment or disrupt their service. So for the past let's say one-and-a-half year, we've seen a lot of activity with or without tax credits to get this work done.

So the point is, maybe they brought a lot less in the fourth quarter to get that last bit of that tax incentive. But you were just saying, you haven't really felt it relative to the short line?

Right. I think we're going to continue to see a pretty aggressive tie replacement program on the commercial side, because of the higher heavier load cars.

Then with regard to the joint venture in China, you were talking about internal demand for a product there. I mean right now I guess you're exporting a lot of it now.

Talk about, you're going to produce needle coke out of that operation too right?

No, Greg, we will not be producing needle coke. That's Nippon Steel Chemicals expertise.

Nippon Steel Chemical a part of MOU is that we would supply them with the coal tar pitch feedstock that they are required to have to produce their higher quality needle cokes. So from this we will build the tar distillation plant.

We will sell them the pitch, which will be right next door by pipeline into their tank. And they will produce needle coke and then ship or sell their needle coke into the electrode markets in China.

Needle coke is used again with a binder pitch such as coal tar pitch to extrude electrodes for the electric arc furnaces. So this is sort of a next door customer that will take majority of our products that we'll produce at this proposed distillation plant.

But with regard to that end-demand, do you perceive that, that is Chinese demand or is that more export at the beginning and eventually Chinese, what is that portion of your output go to?

You're referring to the needle coke.

Yes.

Well, I am not privy to Nippon Steel Chemicals marketing plan. But just imagine going forward all of the scrap metal that the Chinese will be generating.

I'm guessing most of it's going to be in the Chinese market.

And then at this point, the output of that plan at least as for now it's kind of targeted at the Middle East in those 2 new plants that are going to go up there?

Right.

Longer term?

Yes.

Walt, as you progressed on the Latin American tie contract, are you seeing any logistical challenges? And on the positive side are you seeing any additional export opportunities?

Sure. On the logistics side, fortunately we're utilizing our Custer [ph] Valley to handle logistics on getting the ties from the Gulf down to where they want their railroad ties.

So they're obviously moving a lot of ships around the world. And so they're fortunately taking up the logistics piece of this sale.

But absolutely, we see more growth opportunities in Latin America, South America, whether its Brazil or even other countries. I guess for a couple of things.

One the eucalyptus species that they have been using has a very, very short life, I have hard numbers, something like 5 to 7 years for the life to the ties, and with hardwood creosote treated tie could quadruple that life perhaps.

And then also on the mining side, when you are seeing companies like ArcelorMittal or Valley or others going into other countries around the world, there is really no infrastructure. And I think that's also going to provide us with an opportunity to look at exporting more ties.

Leroy, first quarter cash flows were negative, but that's not surprising as you've got seasonally high working capital needs. You talked about being at the 4% to 5% range at the end of the year.

Is there anything in the first quarter results that are different that would put it at the lower end?

Well, I'd say we had a few instances with some customers on receivables that were of a large amount that kind of went into the second quarter, one of which was related to them moving to new ERP software system and we've since made some collections there. I don't have any concerns at this point really in terms of bad receivables or inventory or anything like that that will hurt us throughout the year.

This can move around a little bit depending upon bigger customers holding things back at the end of a particular quarter and stuff like that could have a tendency to have decent effect on the cash flow in a given quarter. So it's just that sort of stuff that you just can't sometimes estimate.

The new JV that's still sort of in agreement, if it was to be on time and building was to start by the end of this year. How long does it typically take to build a plant of that size in China, and when would you start to expect to see the sales and earnings to start running through the P&L?

Would that be a 2014, 2015 event?

On the construction side Ivan, once we break ground which hopefully would be before the end of this year, we're talking minimum 15 months. So hopefully production would begin, let's say, late first quarter or early second quarter 2014.

And I would hope that by May or June, you'd start to see numbers coming out of the plant for us.

And that's assuming everything goes on time?

Right.

The 2015 target EPS, does that include or how much of reduction in debt included in that to lower interest cost? Is there any in there?

Is there any lower interest cost factored in there - is that your question? At this point, no.

Thank you everyone for participating in today's call and appreciate your continued interest in our company. Now we're very pleased with our first quarter results and we are optimistic about our business in 2012.

Our acquisitions over the last several years have helped us capitalize on global growth and demand of our end products, and we continue to pursue our strategy of expanding our presence in the key end markets and geographic regions where we make and sell our core products.

Finally, we remain firmly committed to enhancing our shareholder value by executing our strategy of providing our customers with the highest quality products and services, while continuing to focus on our safety, health and environmental initiatives. Thank you.