Business Context and Reporting Period
This Form 8-K Current Report is filed by Koppers Holdings Inc. on March 23, 2016. The filing addresses a change in the Company's independent registered public accounting firm for the 2016 fiscal year.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a disclosure regarding corporate governance and audit oversight.
Material Changes
- Accountant Change: Effective March 23, 2016, the Audit Committee engaged KPMG LLP as the independent registered public accounting firm for the 2016 fiscal year.
- Dismissal of Prior Auditor: Ernst & Young LLP (EY) was dismissed from the role of independent auditor.
- Audit History: EY's reports for fiscal years ended December 31, 2015, and 2014 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Internal Control Exception: EY's 2014 report on internal controls excluded the Osmose Entities (acquired in fiscal 2014) from the assessment as of December 31, 2014.
Outlook, Risks, and Contingencies
- Disagreements: There were no disagreements between the Company and EY regarding accounting principles, financial statement disclosure, or auditing scope during the fiscal years 2014-2015 or the interim period through March 23, 2016.
- Material Weakness: The Company previously disclosed a material weakness in internal control over financial reporting in its Q3 2014 Form 10-Q related to the accounting for income tax provisions for interim periods. Management remediated this weakness prior to the filing of the Q1 2015 Form 10-Q.
- Consultations: The Company did not consult with KPMG regarding accounting principles, audit opinions, or reportable events prior to the engagement.
Investor Verification Checklist
- Verify the effective date of the KPMG engagement (March 23, 2016).
- Confirm that EY's prior audit reports were unqualified and free of adverse opinions.
- Review the remediation status of the previously disclosed material weakness regarding income tax provisions.
- Check the attached Exhibit 16.1 for EY's letter confirming agreement with the statements in this report.