What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-01 compared with 2022-05-03 · 296 added, 94 removed, 328 unchanged (54% of the section changed)

20 unchanged sentences

• our substantial level of indebtedness could adversely affect our financial condition;

• if we are unable to pass on increases in raw material prices, including natural gas, to our customers or to retain or replace our key suppliers, our results of operations and cash flows may be negatively affected;

• if we are unable to manage the current and future inflationary environment and to pass on increases in raw material prices, including natural gas, or labor costs to our customers or to retain or replace our key suppliers, our results of operations and cash flows may be negatively affected;

• we face substantial competition in the industries in which we operate;

7 unchanged sentences

• existing and proposed regulations to address climate change by limiting greenhouse gas emissions may cause us to incur significant additional operating and capital expenses and may impact our business and results of operations;

• production and distribution of our products could be disrupted for a variety of reasons, and such disruptions could expose us to significant losses or liabilities;

• production and distribution of our products could be disrupted for a variety of reasons, including as a result of supply chain constraints, and such disruptions could expose us to significant losses or liabilities;

• the insurance that we maintain may not fully cover all potential exposures;

1 unchanged sentence

• our failure to protect our intellectual property and infringement on the intellectual property rights of third parties;

• losses and damages in connection with information technology and cyber security risks could adversely affect our operations;

• disruption, failure or cyber security breaches affecting or targeting computers and infrastructure used by us or our business partners may adversely impact our business and operations

• the impact of the ongoing COVID-19 pandemic on the global economy and financial markets, as well as on our business and our suppliers, and the response of governments and of our company to the outbreak, including variants of the virus and associated containment, remediation and vaccination efforts;

• other factors set forth in Part I, “Item 1A.

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as supplemented by “Item 1A, Risk Factors” in our quarterly report on Form 10-Q for the quarter ended March 31, 2022, as updated in “Item 1A, Risk Factors” in our quarterly report on Form 10-Q for the quarter ended June 30, 2022.

The forward-looking statements included herein are made only as of the date hereof.

11 unchanged sentences

We are a global supplier of finished silica catalysts and catalyst supports necessary to produce high strength and high stiffness plastics used in packaging films, bottles, containers, and other molded applications.

This segment includes our 50% interest in the Zeolyst Joint Venture, where we are a leading global supplier of zeolites used for catalysts that remove nitrogen oxides from diesel engine emissions as well as sulfur from fuels during the refining process.

This segment includes our 50% interest in the Zeolyst Joint Venture, where we are a leading global supplier of zeolites used for catalysts that help produce renewable fuels, remove nitrogen oxides from diesel engine emissions as well as sulfur from fuels during the refining process.

Impact of Russia’s invasion of Ukraine on our Business and Results

2 unchanged sentences

We have no operations in Russia or Ukraine.

We had no sales to customers in Ukraine and our sales to a customer in Russia w immaterial for the three months ended March 31, 2022 and 2021, respectively.

We had no sales to customers in Ukraine and our sales to a customer in Russia were immaterial for the six months ended June 30, 2022 and 2021, respectively.

We also did not make any purchases from suppliers in Russia or Ukraine.

2 unchanged sentences

Stock Repurchase Program

In April 2022, our Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $450 million of Ecovyst’s outstanding common stock over the next four years.

This new program is expected to be funded using cash on hand and cash generated from operations.

We primarily expect to conduct the repurchase program through negotiated transactions with Ecovyst’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases.

In April 2022, our Board of Directors approved and announced a new stock repurchase program authorizing the repurchase of up to $450 million of the Company’s outstanding common stock over the next four years.

This program is expected to be funded using cash on hand and cash generated from operations.

We primarily expect to conduct the repurchase program through negotiated transactions with the Company’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases.

The actual timing, number and nature of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions.

The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be amended, suspended or discontinued at any time at our discretion.

From the announcement date of the program through June 30, 2022, the Company repurchased 893,123 shares on the open market at an average price of $9.88 per share, for a total of $8.8 million, of which $1.7 million was accrued as of June 30, 2022.

As of June 30, 2022, $441.2 million was available for additional share repurchases under the program.

In July 2022, the Company repurchased 1,077,640 shares on the open market at an average price of $9.77, for a total of $10.6 million as part of the approved stock repurchase program, which reduced availability for additional share repurchases under the program to $430.6 million.

Key Performance Indicators

14 unchanged sentences

Overall, our Ecoservices and Catalyst Technologies segments' sales have grown despite delays in shipments from supply chain constraints.

Demand for our products has rebounded since the 2020 lows that resulted from the impact of COVID-19 and the early 2021 lows that resulted from the freezing weather in the Gulf region.

Polyethlene demand has remained strong, driven by the growing consumer demand for stronger and lighter weighted plastics.

Demand for our products continued to grow from the lows experienced due to the impact of the COVID-19 global pandemic and extreme weather experienced in the Gulf region in 2021.

Polyethylene demand has remained strong, driven by the growing consumer demand for stronger and lighter weighted plastics.

Higher refinery utilization rates increased catalyst demand for both traditional and renewable fuels on the continued recovery in vehicle miles driven.

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Sales in our Ecoservices and Catalyst Technologies segments are made on both a purchase order basis and pursuant to long-term contracts.

Our Catalyst Technologies segment, experiences demand fluctuations based upon the timing of our customer’s fixed bed catalyst replacements.

Our Catalyst Technologies segment may experience demand fluctuations based upon the timing of some of our customer’s fixed bed catalyst replacements.

Cost of Goods Sold

8 unchanged sentences

Over 80% of our Ecoservices segment sales for the year ended December 31, 2021 were under contracts featuring quarterly price adjustments.

The price adjustments generally reflect actual costs for producing acid and tend to protect us from volatility in labor, fixed costs and raw

material pricing.

The price adjustments generally reflect actual costs for producing acid and tend to protect us from volatility in labor, fixed costs and raw material pricing.

The take-or-pay volume protection allows us to cover fixed costs through intermittent, temporary production issues at customer refineries.

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As a global business, we are subject to the impact of gains and losses on currency translations, which occur when the financial statements of foreign operations are translated into U.S.

We operate in various geographies with approximately 5% of our sales for the three months ended March 31, 2022 and 6% for the year ended December 31, 2021 are in currencies other than the U.S.

We operate in various geographies with approximately 5% of our sales for the six months ended June 30, 2022 and 6% for the year ended December 31, 2021 in currencies other than the U.S.

Because our consolidated financial results are reported in U.S.

3 unchanged sentences

Results of Operations

Three months ended March 31, 2022 Compared to the Three months ended March 31, 2021

The following is a summary of our financial performance for the three months ended March 31, 2022 compared with the three months ended March 31, 2021.

Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

The following is a summary of our financial performance for the three months ended June 30, 2022 compared with the three months ended June 30, 2021.

• Sales increased $78.2 million to $225.2 million.

The increase in sales was primarily due to higher sales volumes and the favorable pass-through of sulfur pricing.

• Gross profit increased $17.6 million to $47.7 million.

The increase in gross profit was primarily due to higher sales volumes, favorable pricing, partially offset by higher manufacturing costs.

The increase in sales was primarily due to higher sales volumes and higher average selling prices, including the favorable pass-through of sulfur pricing.

• Gro ss profit increased $21.4 million to $59.9 million.

The increase in gross profit was primarily due t o higher sales volumes and favorable pricing, partially offset by higher manufacturing costs.

Operating Income

• Operating income increased by $15.8 million to $27.4 million.

The increase in operating income was due to an increase in gross profit, partially offset by higher selling, general, and administrative expenses.

The increase in operating income was due to an increase in gross profit, which was partially offset by higher other operating expenses.

Equity in Net Income of Affiliated Companies

• Equity in net income of affiliated companies for the three months ended March 31, 2022 was $5.7 million, compared with $5.2 million for the three months ended March 31, 2021.

The increase was primarily due to $0.5 million of higher earnings from the Zeolyst Joint Ventur e during the three months ended March 31, 2022.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the three months ended March 31, 2022 and 2021:

• Equity in net income of affiliated companies for the three months ended June 30, 2022 was $8.5 million, compared to $6.8 million for the three months ended June 30, 2021.

The increase of $1.7 million was due to higher earnings generated by the Zeolyst Joint Venture for the three months ended June 30, 2022, driven by higher sales within the joint venture.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the three months ended June 30, 2022 and 2021:

Three months ended

March 31, Change

June 30, Change

2022 2021 $ %

10 unchanged sentences

Interest expense, net 8.9 8.7 0.2 2.3 %

Debt extinguishment costs — 11.7 (11.7) (100.0) %

Other expense (income), net 0.5 (1.8) 2.3 (127.8) %

Income (loss) before income taxes and noncontrolling interest 26.5 (0.2) 26.7 NM

Provision for income taxes 7.3 7.7 (0.4) (5.2) %

Effective tax rate 27.5 % (4,371.6) %

Net income (loss) from continuing operations 19.2 (7.9) 27.1 (343.0) %

Net income from discontinued operations, net of tax — 6.5 (6.5) (100.0) %

Net income (loss) 19.2 (1.4) 20.6 NM

Net income attributable to the noncontrolling interest—discontinued operations — 0.1 (0.1) (100.0) %

Net income (loss) attributable to Ecovyst Inc.

$ 19.2 $ (1.5) $ 20.7 NM

Three months ended

June 30, Change

2022 2021 $ %

(in millions, except percentages)

Ecoservices $ 193.0 $ 120.8 $ 72.2 59.8 %

Catalyst Technologies 32.2 26.2 6.0 22.9 %

Total sales $ 225.2 $ 147.0 $ 78.2 53.2 %

Sales in Ecoservices for the three months ended June 30, 2022 were $193.0 million, an increase of $72.2 million, or 59.8%, compared to sales of $120.8 million for the three months ended June 30, 2021.

The increase in sales was due to higher average selling prices of $56.0 million and an increase in volumes of $16.2 million.

Higher average selling prices were primarily a result of the pass-through of higher sulfur costs of $36.6 million within our virgin sulfuric acid product group and the pass-through of other raw material costs within our regenerations services product group.

The increase in volumes was primarily driven by strong demand for virgin sulfuric acid and regeneration services.

Catalyst Technologies:

Sales in Catalyst Technologies for the three months ended June 30, 2022 were $32.2 million, an increase of $6.0 million, or 22.9%, compared to sales of $26.2 million for the three months ended June 30, 2021.

The increase in sales was due to an increase in volumes of $3.4 million, driven by demand for our polyethylene catalysts, and an increase in price of $3.5 million, primarily driven by price increases implemented late in 2021.

Gross profit for the three months ended June 30, 2022 was $59.9 million, an increase of $21.4 million, or 55.6%, compared with $38.5 million for the thre e months ended June 30, 2021.

The increase in gross profit was due to higher sales volumes of $14.6 million, favorable customer pricing of $96.1 million, which was partially offset by unfavorable manufacturing costs of $87.2 million and product mix of $2.1 million.

The favorable change in volumes was a result of increased demand for our high-margin polyethylene catalysts, virgin sulfuric acid, and regeneration services.

Favorable customer pricing was primarily driven by increased prices to cover rising variable costs, including the pass-through of sulfur, labor index and energy costs within our Ecoservices business.

The increase in manufacturing costs was a result of higher variable costs, maintenance and transportation costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2022 were $22.8 million, an increase of $0.9 million compared with $21.9 million for the three months ended June 30, 2021.

The increase in selling, general and administrative expenses was due to an increase in compensation-related expenses.

For the three months ended June 30, 2021, selling, general, and administrative expenses included income generated from the transition service agreement entered into as part of the sale of the Performance Materials and Performance Chemicals businesses.

Other Operating Expense, Net

Other operating expense, net for the three months ended June 30, 2022 was $9.7 million, an increase of $4.7 million, compared with $5.0 million for the three months ended June 30, 2021.

The increase in other operating expense, net, was a result of severance charges under the contracts associated with former executives incurred in the current period.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated comp anies for the three months ended June 30, 2022 was $8.5 million, compared to $6.8 million for the three months ended June 30, 2021.

The increase was primarily due to $1.7 million of higher earnings from the Zeolyst Joint Venture during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021.

The increase in earnings from the Zeolyst Joint Venture was due to increased demand for our hydrocracking and specialty catalysts.

Interest Expense, Net

Interest expense, net for the three month s ended June 30, 2022 was $8.9 million, an increase of $0.2 million, as compared with $8.7 million for the three months ended June 30, 2021.

The increase in interest expense, net was primarily due to the year over year increase in variable rate debt, which was partially offset by lower outstanding debt during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021.

Debt Extinguishment Costs

Debt extinguishment costs for the three months ended June 30, 2021 were $11.7 million.

In June 2021, we entered into an agreement for a new senior secured term loan facility and used the proceeds to repay portions of our existing term loan facilities.

As a result of this transaction, we recorded $5.7 million of new creditor and third-party financing costs as debt extinguishment costs during the three months ended June 30, 2021.

In addition, previous unamortized deferred financing costs of $1.7 million and original issue discount of $3.7 million associated with the previously outstanding debt were written off as debt extinguishment costs.

In June 2021, we amended our ABL Credit Agreement to decrease the aggregate amount of revolving loan commitments and extend the maturity date.

As a result of the amendment, we wrote off $0.6 million of unamortized deferred financing costs as debt extinguishment costs.

Other Expense (Income), Net

Other income, net for the three months ended June 30, 2022 was income of $0.5 million, a decrease of $2.3 million, as compared with income of $1.8 million for the three months ended June 30, 2021.

The change in other expense, net primarily consisted of a decrease in foreign currency gains related to the non-permanent intercompany debt denominated in local currency and translated to the U.S.

Provision for Income Taxes

The provision for income taxes for the three months ended June 30, 2022 was $7.3 million compared to a $7.7 million provision for the three months ended June 30, 2021.

The effective income tax rate for the three months ended June 30, 2022 was 27.5% compared to (4,371.6)% for the three months ended June 30, 2021.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended June 30, 2022 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation, and a discrete tax expense associated with the Employee Retention Credit.

Net Income (Loss) Attributable to Ecovyst

For the foregoing reasons and after the effect of the non-controlling interest in earnings of subsidiaries for each period presented, net loss attributable to Ecovyst was $19.2 million for the three months ended June 30, 2022 compared with net income of $1.5 million for the three months ended June 30, 2021.

Adjusted EBITDA

Summarized Segment Adjusted EBITDA information is shown below in the following table:

Three months ended

June 30, Change

2022 2021 $ %

(in millions, except percentages)

Segment Adjusted EBITDA:

Ecoservices $ 60.0 $ 40.5 $ 19.5 48.1 %

Catalyst Technologies (2)

21.4 20.7 0.7 3.4 %

Unallocated corporate expenses

(8.5) (8.5) — — %

Total Adjusted EBITDA $ 72.9 $ 52.7 $ 20.2 38.3 %

(1) We define Segment Adjusted EBITDA as EBITDA adjusted for certain items as noted in the reconciliation below.

Our management evaluates the performance of our segments and allocates resources based primarily on Segment Adjusted EBITDA.

Segment Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity.

Segment Adjusted EBITDA may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.

(2) The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment was $14.1 million for the three months ended June 30, 2022, which includes $8.5 million of equity in net income, excluding $1.6 million of amortization of investment in affiliate step-up plus $4.0 million of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment was $12.1 million for the three months ended June 30, 2021, which includes $6.8 million of equity in net income, excluding $1.6 million of amortization of investment in affiliate step-up plus $3.7 million of joint venture depreciation, amortization and interest.

Adjusted EBITDA for the three months ended June 30, 2022 was $60.0 million, an increase of $19.5 million, or 48.1%, compared with $40.5 million for the three months ended June 30, 2021.

The increase in Adjusted EBITDA was a result of favorable regeneration services and virgin sulfuric acid pricing and volumes, offset b y higher raw material and operating costs.

Catalyst Technologies:

Adjusted EBITDA for the three months ended June 30, 2022 was $21.4 million, an increase of $0.7 million, or 3.4%, compared with $20.7 million for the three months ended June 30, 2021.

The slight increase in Adjusted EBITDA was primarily a result of higher sales volumes and higher average selling prices, partially offset by unfavorable product mix and higher production costs.

A reconciliation of net income (loss) from continuing operations to Adjusted EBITDA is as follows:

Three months ended

(in millions)

Reconciliation of net income (loss) from continuing operations to Adjusted EBITDA

Net income (loss) from continuing operations $ 19.2 $ (7.9)

Provision for income taxes 7.3 7.7

Interest expense, net 8.9 8.7

Depreciation and amortization 19.7 20.0

EBITDA 55.1 28.5

Joint venture depreciation, amortization and interest (a)

Amortization of investment in affiliate step-up (b)

Debt extinguishment costs — 11.7

Net loss on asset disposals (c)

Foreign currency exchange loss (gain) (d)

LIFO expense (benefit) (e)

Transaction and other related costs (f)

Equity-based compensation 5.4 6.3

Restructuring, integration and business optimization expenses (g)

Defined benefit pension benefit (h)

Adjusted EBITDA $ 72.9 $ 52.7

(a) We use Adjusted EBITDA as a performance measure to evaluate our financial results.

Because our Catalyst Technologies segment includes our 50% interest in the Zeolyst Joint Venture, we include an adjustment for our 50% proportionate share of depreciation, amortization and interest expense of the Zeolyst Joint Venture.

(b) Represents the amortization of the fair value adjustments associated with the equity affiliate investment in the Zeolyst Joint Venture as a result of the combination of the businesses of PQ Holdings Inc.

and Eco Services Operations LLC in May 2016 (the “Business Combination”).

We determined the fair value of the equity affiliate investment and the fair value step-up was then attributed to the underlying assets of the Zeolyst Joint Venture.

Amortization is primarily related to the fair value adjustments associated with fixed assets and intangible assets, including customer relationships and technical know-how.

(c) When asset disposals occur, we remove the impact of net gain/loss of the disposed asset because such impact primarily reflects the non-cash write-off of long-lived assets no longer in use.

(d) Reflects the exclusion of the foreign currency transaction gains and losses in the statements of income, which primarily relates to the non-permanent intercompany debt denominated in local currency translated to U.S.

(e) Represents non-cash adjustments to the Company’s LIFO reserves for certain inventories in the U.S.

that are valued using the LIFO method, which we believe provides a means of comparison to other companies that may not use the same basis of accounting for inventories.

(f) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations.

(g) Includes the impact of restructuring, integration and business optimization expenses which are incremental costs that are not representative of our ongoing business operations.

(h) Represents adjustments for defined benefit pension plan (benefit) costs in our statements of income.

All of our defined benefit pension plan obligations are under defined benefit pension plans that are frozen.

As such, we do not view such income or expenses as core to our ongoing business operations.

(i) Other costs consist of certain expenses that are not core to our ongoing business operations, including environmental remediation-related costs, capital and franchise taxes.

Included in this line-item are rounding discrepancies that may arise from rounding from dollars (in thousands) to dollars (in millions).

Adjusted Net Income

Summarized adjusted net income (loss) information is shown below in the following table:

Three months ended June 30,

Pre-tax Tax expense (benefit) After-tax Pre-tax Tax expense (benefit) After-tax

(in millions)

Reconciliation of net income (loss) from continuing operations to Adjusted Net Income (1)(2)

Net income (loss) attributable to Ecovyst Inc.

$ 26.5 $ 7.3 $ 19.2 $ (0.2) $ 7.7 $ (7.9)

Amortization of investment in affiliate step-up (b)

1.6 0.4 1.2 1.6 0.4 1.2

Debt extinguishment costs — — — 11.7 3.1 8.6

Net loss on asset disposals (c)

0.6 0.2 0.4 1.6 0.4 1.2

Foreign currency exchange loss (gain) (d)

0.5 0.1 0.4 (1.2) (0.4) (0.8)

LIFO expense (benefit) (e)

0.2 — 0.2 (0.5) (0.1) (0.4)

Transaction and other related costs (f)

0.8 0.2 0.6 0.6 0.2 0.4

Equity-based compensation 5.4 0.7 4.7 6.3 1.7 4.6

Restructuring, integration and business optimization expenses (g)

4.7 1.2 3.5 0.1 — 0.1

Defined benefit pension plan benefit (h)

(0.6) — (0.6) (0.6) (0.2) (0.4)

0.6 0.1 0.5 0.9 0.4 0.5

Adjusted Net Income, including Intraperiod allocation $ 40.3 $ 10.2 $ 30.1 $ 20.3 $ 13.2 $ 7.1

Intraperiod allocation for restating discontinued operations (3)

— — — — (7.8) 7.8

Adjusted Net Income $ 40.3 $ 10.2 $ 30.1 $ 20.3 $ 5.4 $ 14.9

(1) We define adjusted net income as net income attributable to Ecovyst adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income that we do not consider indicative of our ongoing operating performance.

Adjusted net income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition.

Adjusted net income may not be comparable with net income or adjusted net income as defined by other companies.

(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.

(3) Due to the sale of the Performance Chemicals business, the tax rates used to value deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) needs to be adjusted.

Given it is a direct result of the sale of discontinued operations and the need to adjust the tax rates arose because of discontinued operations, the impact of revaluing the reporting entity’s DTAs and DTLs are reflected in continuing operations.

The adjustments to net income attributable to Ecovyst Inc.

are shown net of applicable tax rates as determined by the calculation of our quarterly tax provision under interim financial reporting for the three months ended June 30, 2022 and June 30, 2021, except for the foreign currency exchange loss, impacts of tax rate changes and the effects of the sale of assets for which the taxes are calculated as discrete items using the applicable statutory income tax rates.

Results of Operations

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

The following is a summary of our financial performance for the six months ended June 30, 2022 compared with the six months ended June 30, 2021.

• Sales increased $131.3 million to $404.9 million.

The increase in sales was primarily due to higher sales volumes and higher average selling prices, including the favorable pass-through of sulfur pricing.

• Gross profit increased $39.0 million to $107.6 million.

The increase in gross profit was primarily due to the higher sales volume and favorable pricing, partially offset by higher manufacturing costs.

Operating Income

• Operating income increased by $29.8 million to $43.9 million.

The increase in operating income was due to an increase in gross profit, partially offset by higher selling, general, and administrative expenses and other operating expenses.

Equity in Net Income of Affiliated Companies

• Equity in net income of affiliated companies for the six months ended June 30, 2022 was $14.3 million, compared with $12.0 million for the six months ended June 30, 2021.

The increase was primarily due to $2.3 million of higher earnings from the Zeolyst Joint Ventur e during the six months ended June 30, 2022, driven by higher sales within the joint venture.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the six months ended June 30, 2022 and 2021:

Six months ended

June 30, Change

2022 2021 $ %

(in millions, except percentages)

Sales $ 404.9 $ 273.6 $ 131.3 48.0 %

Cost of goods sold 297.3 205.0 92.3 45.0 %

Gross profit 107.6 68.6 39.0 56.9 %

Gross profit margin 26.6 % 25.1 %

Selling, general and administrative expenses 46.3 44.0 2.3 5.2 %

Other operating expense, net 17.4 10.5 6.9 65.7 %

Operating income 43.9 14.1 29.8 211.3 %

Operating income margin 10.8 % 5.2 %

Equity in net (income) from affiliated companies (14.3) (12.0) (2.3) 19.2 %

Interest expense, net 17.3 19.2 (1.9) (9.9) %

Debt extinguishment costs — 11.7 (11.7) (100.0) %

Other expense, net 0.8 3.3 (2.5) (75.8) %

Income before income taxes and noncontrolling interest 40.1 (8.1) 48.2 (595.1) %

7 unchanged sentences

$ 27.1 $ (94.2) $ 121.3 (128.8) %

Three months ended

March 31, Change

Six months ended

June 30, Change

2022 2021 $ %

4 unchanged sentences

Ecoservices :

Sales in Ecoservices for the three months ended March 31, 2022 were $154.0 million, an increase of $53.8 million, or 53.7%, compared to sales of $100.2 million for the three months ended March 31, 2021.

Sales in Ecoservices for the six months ended June 30, 2022 were $347.0 million, an increase of $126.0 million, or 57.0%, compared to sales of $221.0 million for the six months ended June 30, 2021.

The increase in sales was due to higher average selling price of $93.2 million and an increase in sales volumes of $32.8 million.

Higher average selling prices benefited from favorable pricing, including the pass-through of higher freight, labor, and energy indexed costs, as well as the pass-through of higher sulfur costs of $59.6 million.

Sales volumes increased in both regeneration services and virgin sulfuric acid on demand recovery and the comparability to the prior year that was depressed by the freezing weather in the Gulf region, as well as the impact of our Chem32 acquisition.

Sales volumes increased in both regeneration services and virgin sulfuric acid which was driven by demand recovery.

Catalyst Technologies:

Sales in Catalyst Technologies for the three months ended March 31, 2022 were $25.7 million, a decrease of $0.7 million, or (2.7)%, compared to sales of $26.4 million for the three months ended March 31, 2021 .

The decrease in sales was driven by delayed shipments and the timing of the niche custom catalyst sales, offset by higher polyethylene catalyst sales.

Price increases implemented late in 2021 and an energy surcharge program are offsetting inflating costs.

Gross profit for the three months ended March 31, 2022 was $47.7 million, an increase of $17.6 million, or 58.5%, compared with $30.1 million for the three mon ths ended March 31, 2021.

The increase in gross profit was due to favorable volumes of $9.6 million, higher pricing of $36.5 million, partially offset by higher manufacturing costs of $28.1 million.

The higher average selling prices and favorable volumes on our gross profit was a driven by favorable pricing and pass through of higher variable costs along with higher volume demand in our Ecoservices business.

Rising inflation costs on raw materials, energy, and transportation primarily drove the higher manufacturing costs, that were more than offset in price, in March 31, 2022 as compared to March 31, 2021 .

Sales in Catalyst Technologies for the six months ended June 30, 2022 were $57.9 million, an increase of $5.3 million, or 10.1%, compared to sales of $52.6 million for the six months ended June 30, 2021.

The increase in sales was driven by price increases implemented late in 2021.

Gross profit for the six months ended June 30, 2022 was $107.6 million, an increase of $39.0 million, or 56.9%, compared with $68.6 million for the six mon ths ended June 30, 2021.

The increase in gross profit was due to favorable volumes of $26.3 million, higher pricing of $158.5 million, partially offset by higher manufacturing costs of $139.9 million and product mix of $5.9 million.

The increase in gross profit was driven by favorable pricing and pass through of higher variable and sulfur costs along with higher volume demand in both the Ecoservices and Catalyst Technologies businesses.

Rising inflation costs on raw materials, energy, and transportation primarily drove the higher manufacturing costs that were more than offset in price.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2022 was $23.5 million, an increase of $1.4 million as compa red to $22.1 million for the three months ended March 31, 2021.

The increase in selling, general and administrative expenses was due to higher compensation-related expenses.

Selling, general and administrative expenses for the six months ended June 30, 2022 was $46.3 million, an increase of $2.3 million as compared to $44.0 million for the six months ended June 30, 2021.

The increase in selling, general and administrative expenses was due to an increase in compensation-related expenses.

For the six months ended June 30, 2021, selling, general, and administrative expenses included income generated from the transition service agreement entered into as part of the sale of the Performance Materials and Performance Chemicals businesses.

Other Operating Expense, Net

Other operating expense, net for the three months e nded March 31, 2022 was $7.7 million, an increase of $2.2 million, compared with $5.5 million for the three months ended March 31, 2021.

The decrease in other operating expense, net was primarily a result of lower severance charges incurred in the current period.

Other operating expense, net for the six months e nded June 30, 2022 was $17.4 million, an increase of $6.9 million, compared with $10.5 million for the six months ended June 30, 2021.

The increase in other operating expense, net, was a result of severance charges under the contracts associated with former executives incurred in the current period.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies for the three months ended March 31, 2022 was $5.7 million, compared to $5.2 million for the three months ended March 31, 2021.

The increase was primarily due to $0.5 million of higher earnings from the Zeolyst Joint Ventur e during the three months ended March 31, 2022 .

Equity in net income of affiliated companies for the six months ended June 30, 2022 was $14.3 million, compared to $12.0 million for the six months ended June 30, 2021.

The increase was primarily due to $2.3 million of higher earnings from the Zeolyst Joint Ventur e during the six months ended June 30, 2022 .

Interest Expense, Net

Interest expense, net for the three months ended March 31, 2022 was $8.5 million, a decrease of $2.0 million, as compared with $10.5 million for the three months ended March 31, 2021.

The decrease in interest expense was primarily due to lower interest rates on our variable-rate debt and lower average debt balances.

Interest expense, net for the six months ended June 30, 2022 was $17.3 million, a decrease of $1.9 million, as compared with $19.2 million for the six months ended June 30, 2021.

The decrease in interest expense, net was primarily due to lower debt balances, partially offset by rising variable interest rates.

Debt Extinguishment Cost s

Debt extinguishment costs were $11.7 million for the six months ended June 30, 2021.

In June 2021, we entered into an agreement for a new senior secured term loan facility and used the proceeds to repay a portion of our existing term loan facilities.

As a result of this transaction, we recorded $5.7 million of new creditor and third-party financing costs as debt extinguishment costs during the three months ended June 30, 2021.

In June 2021, we amended our ABL Credit Agreement to decrease the aggregate amount of revolving loan commitments and extend the maturity date.

As a result of the amendment, we wrote off $0.6 million of unamortized deferred financing costs as debt extinguishment costs.

Other Expense, Net

Other expense, net for the three months ended March 31, 2022 was $0.1 million, a decrease of $5.0 million, as compared with income of $5.1 million for the three months ended March 31, 2021.

Other expense, net for the six months ended June 30, 2022 was $0.8 million, a decrease of $2.5 million, as compared with income of $3.3 million for the six months ended June 30, 2021.

The decrease in other expense, net primarily consisted of smaller foreign currency gain in the current year as compared to the prior year related to the non-permanent intercompany debt denominated in local currency and translated to the U.S.

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Provision (Benefit) for Income Taxes

The provision for income taxes for the three months ended March 31, 2022 was $5.7 million compared to a $5.2 million benefit for the three months ended March 31, 2021.

The effective income tax rate for the three months ended March 31, 2022 was 42.1% compared to 65.4% for the three months ended March 31, 2021.

The provision for income taxes for the six months ended June 30, 2022 was $13.0 million compared to a $2.5 million benefit for the six months ended June 30, 2021.

The effective income tax rate for the six months ended June 30, 2022 was 32.4% compared to (30.9)% for the six months ended June 30, 2021.

The Company’s effective income tax rate fluctuates primarily due to GILTI, discrete impacts of the divestiture of the Performance Chemicals business, and tax rate changes.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended March 31, 2022 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation, and a discrete tax expense associated with the Employee Retention Credit.

federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2022 was mainly due to state and local taxes, a discrete shortfall tax expense related to stock compensation, and a discrete tax expense associated with the Employee Retention Credit.

Net Income (Loss) Attributable to Ecovyst

For the foregoing reasons and after the effect of the non-controlling interest in earnings of subsidiaries for the period ending March 31, 2021, net income attributable to Ecovyst was $7.9 million for the three months ended March 31, 2022 compared with net loss of $92.6 million for the three months ended March 31, 2021.

For the foregoing reasons and after the effect of the non-controlling interest in earnings of subsidiaries for the period ending June 30, 2021, net income attributable to Ecovyst was $27.1 million for the six months ended June 30, 2022 compared with net loss of $94.2 million for the six months ended June 30, 2021.

Adjusted EBITDA

Summarized Adjusted EBITDA information is shown below in the following table:

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2022 2021 $ %

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Adjusted EBITDA may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.

(2) The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment is $11.5 million for the three months ended March 31, 2022, which includes $5.8 million of equity in net income, excluding $1.6 million of amortization of investment in affiliate step-up plus $4.1 million of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment is $10.5 million for the three months ended March 31, 2021, which includes $5.2 million of equity in net income, excluding $1.7 million of amortization of investment in affiliate step-up plus $3.6 million of joint venture depreciation, amortization and interest.

Adjusted EBITDA for the three months ended March 31, 2022 was $49.3 million, an increase of $16.3 million, or 49.4%, compared with $33.0 million for the three mo nths ended March 31, 2021.

The increase in Adjusted EBITDA was a result of higher volume, favorable pricing covering rising input costs, and the benefit of the Chem32 acquisition that closed in March 2021.

(2) The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment is $25.6 million for the six months ended June 30, 2022, which includes $14.3 million of equity in net income, excluding $3.2 million of amortization of investment in affiliate step-up plus $8.1 million of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Catalyst Technologies segment is $22.6 million for the six months ended June 30, 2021, which includes $12.0 million of equity in net income, excluding $3.3 million of amortization of investment in affiliate step-up plus $7.3 million of joint venture depreciation, amortization and interest.

Adjusted EBITDA for the six months ended June 30, 2022 was $109.3 million, an increase of $35.8 million, or 48.7%, compared with $73.5 million for the six mo nths ended June 30, 2021.

The increase in Adjusted EBITDA was a result of higher volumes, favorable pricing covering rising input costs, including the pass-through of higher sulfur costs, higher raw material and maintenance costs.

Catalyst Technologies:

Adjusted EBITDA for the three months ended March 31, 2022 was $17.0 million, a decrease of $1.5 million, or 8.1%, compared with $18.5 million for the three months ended March 31, 2021.

The decrease in Adjusted EBITDA was due to lower volumes as well as higher input and energy production costs.

Adjusted EBITDA for the six months ended June 30, 2022 was $38.4 million, a decrease of $0.8 million, or 2.0%, compared with $39.2 million for the six months ended June 30, 2021.

The slight decrease in Adjusted EBITDA was due to unfavorable product mix, as well as higher input and energy production costs, partially offset by higher sales volumes and price increases.

A reconciliation of net income (loss) from continuing operations to Adjusted EBITDA is as follows:

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Net income (loss) from continuing operations $ 27.1 $ (10.6)

Provision (benefit) for income taxes 5.7 (5.2)

Provision for income taxes 13.0 2.5

Interest expense, net 17.3 19.2

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Amortization of investment in affiliate step-up (b)

Debt extinguishment costs — 11.7

Net loss on asset disposals (c)

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Summarized adjusted net income information is shown below in the following table:

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Six months ended June 30,

Pre-tax Tax expense (benefit) After-tax Pre-tax Tax expense (benefit) After-tax

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3.2 0.8 2.4 3.3 0.9 2.4

Debt extinguishment costs — — — 11.7 3.1 8.6

Net loss on asset disposals (c)

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(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.

(3) Includes tax adjustments for the shortfall in stock compensation.

(4) Due to the sale of the Performance Chemicals business, the tax rates used to value deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) needs to be adjusted.

(4) Includes tax adjustments for the shortfall in stock compensation.

The adjustments to net income attributable to Ecovyst Inc.

are shown net of applicable tax rates of 24.7% and 28.8% for the three months ended March 31, 2022 and 2021, respectively, except for the foreign currency exchange loss, equity-based compensation, transactions and other related costs, and discrete impacts of the divestiture of the Performance Chemicals business.

are shown net of applicable tax rates of 26.0% and 27.7% for the six months ended June 30, 2022 and 2021, respectively, except for the foreign currency exchange loss, equity-based compensation, transactions and other related costs, and discrete impacts of the divestiture of the Performance Chemicals business.

Financial Condition, Liquidity and Capital Resources

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We may, from time to time, increase borrowings under our asset based lending revolving credit facility to meet our future cash needs.

As of March 31, 2022, we had cash and cash equivalents of $129.7 million and availability of $76.8 million under our asset based lending revolving credit facility, after giving effect to $13.4 million of outstanding letters of credit, for a total available liquidity of $206.5 million.

We did not have any revolving credit facility borrowings as of March 31, 2022.

As of March 31, 2022, we were in compliance with all covenants under our debt agreements.

We held an immaterial balance of cash and cash equivalents in foreign jurisdictions as of March 31, 2022.

As of June 30, 2022, we had cash and cash equivalents of $151.2 million and availability of $84.8 million under our asset based lending revolving credit facility, after giving effect to $8.3 million of outstanding letters of credit, for a total available liquidity of $236.0 million.

We did not have any revolving credit facility borrowings as of June 30, 2022.

As of June 30, 2022, we were in compliance with all covenants under our debt agreements.

We held an immaterial balance of cash and cash equivalents in foreign jurisdictions as of June 30, 2022.

We continue to repatriate cash held outside of the United States from certain foreign subsidiaries in order to meet domestic liquidity needs.

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Our liquidity requirements include interest payments related to our debt structure.

As reported, our cash interest paid for the three months ended March 31, 2022 and 2021 wa s approximately $8.4 million and $17.8 million, respectively.

As reported, our cash interest paid for the six months ended June 30, 2022 and 2021 wa s approximately $15.8 million and $28.8 million, respectively.

Before any impact of hedges, a one percent change in assumed interest rates for our variable interest credit facilities would have an annual impact of approximately $8.9 million on interest expense.

We hedge the interest rate fluctuations on debt obligations through interest rate cap agreements.

As of March 31, 2022, we had interest rate caps on $500.0 million of notional variable-rate debt with a cap rate of 0.84% through July 2022, $400.0 million of notional variable-rate debt with a cap rate of 1.00% through August 2023, $250.0 million of notional variable-rate debt with a cap rate of 1.00% through October 2024, and $250.0 million of notional variable-rate debt with a cap rate of 1.00% through October 2025.

The Company’s off-balance sheet arrangements include $13.4 million of outstanding letters of credit on our ABL Facility as of March 31, 2022.

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As of June 30, 2022, we had interest rate caps on $500.0 million of notional variable-rate debt with a cap rate of 0.84% through July 2022, $400.0 million of notional variable-rate debt with a cap rate of 1.00% through August 2023, $250.0 million of notional variable-rate debt with a cap rate of 1.00% through October 2024, and $250.0 million of notional variable-rate debt with a cap rate of 1.00% through October 2025.

The Company’s off-balance sheet arrangements include $8.3 million of outstanding letters of credit on our ABL Facility as of June 30, 2022.

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(in millions)

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Cash, cash equivalents and restricted cash at end of period of continuing operations $ 151.2 $ 57.4

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(in millions)

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(1) Includes depreciation, amortization, amortization of deferred financing costs and original issue discount, foreign currency exchange gains and losses, deferred income tax provision (benefit), net (gains) losses on asset disposals, stock compensation expense and equity in net income and dividends received from affiliated companies.

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(in millions)

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$ (51.7) $ (15.2)

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(in millions)

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Purchases of property, plant and equipment $ (25.8) $ (28.0)

Payments for business divestiture (3.7) —

Business combinations, net of cash acquired — (42.0)

Net cash used in investing activities, continuing operations $ (29.5) $ (70.0)

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Net cash borrowings (repayments) on debt obligations $ (4.5) $ (3.5)

Repurchases of common shares (7.1) —

Tax withholdings on equity award vesting (0.3) (1.5)

Net cash used in financing activities, continuing operations $ (11.9) $ (5.0)

The following discussions related to our cash flows are presented on a continuing operations basis, which excludes the cash flows from our Performance Chemicals business accounted for as discontinued operations during the three months ended March 31, 2021.

Net cash provided by operating activities was $6.4 million for the three months ended March 31, 2022, compared to $16.5 million provided for the three months ended March 31, 2021.

Cash generated by operating activities, other than changes in working capital, was higher during the three months ended March 31, 2022 by $26.3 million compared to the same period in the prior year.

The change in working capital during the three months ended March 31, 2022 was unfavorable compared to the three months ended March 31, 2021.

Cash used to fund working capital was $40.7 million and $4.3 million for the three months ended March 31, 2022 and 2021, respectively.

The following discussions related to our cash flows are presented on a continuing operations basis, which excludes the cash flows from our Performance Materials and Performance Chemicals businesses accounted for as discontinued operations during the six months ended June 30, 2021.

Net cash provided by operating activities was $52.8 million for the six months ended June 30, 2022, compared to $37.2 million provided for the six months ended June 30, 2021.

Cash generated by operating activities, other than changes in working capital, was higher during the six months ended June 30, 2022 by $52.2 million compared to the same period in the prior year.

The change in working capital during the six months ended June 30, 2022 was unfavorable compared to the six months ended June 30, 2021.

Cash used to fund working capital was $51.7 million and $15.2 million for the six months ended June 30, 2022 and 2021, respectively.

The increase in cash generated by operating activities, other than changes in working capital, was higher by $52.2 million as compared to the prior year period primarily due to an increase in operating profit and an increase in dividends received from affiliated companies.

The decrease in cash from working capital of $36.4 million as compared to the prior year was primarily due to unfavorable changes in accounts receivable, inventories, prepaid and other current assets, and accrued liabilities which were partially offset by favorable changes in accounts payable.

The unfavorable change in accounts receivable was driven by the timing of sales.

The unfavorable change in prepaid and other current assets primarily relates to the timing of non-trade receivables from related parties and the timing of insurance prepayments.

The increase of cash used by inventory was due to the inflation costs on raw materials and finished goods, where as cash provided in prior period was due to the timing of sales orders and inventory build.

Prior year cash generated by operating activities includes debt extinguishment costs.

The decrease in cash from working capital of $36.5 million as compared to the prior year was primarily due to unfavorable changes in accounts receivable, inventories, and accrued liabilities which were partially offset by favorable changes in accounts payable and prepaids and other current assets.

The unfavorable change in accounts receivable was driven by the timing of sales as well as increased sales volume.

The unfavorable change in inventory was due to the inflation costs on raw materials and finished goods, where as cash provided in prior period was due to the timing of sales orders and inventory build.

The favorable change in accounts payable is due to the timing of vendor payments as well as lower capital spending.

The unfavorable change in accrued liabilities relates to changes in various accruals.

Net cash used in investing activities was $14.4 million for the three months ended March 31, 2022, compared to cash used of $54.6 million during the same period in 2021.

Cash used in investing activities consisted of utilizing $10.8 million and $12.6 million to fund capital expenditures during the three months ended March 31, 2022 and 2021, respectively.

During the three months ended March 31, 2021, we acquired Chem32, LLC for $42.0 million.

Net cash used in financing activities was $2.6 million for the three months ended March 31, 2022, compared to net cash used of $1.5 million during the same period in 2021.

Net cash used in financing activities was primarily driven by $2.3 of debt repayment charges for the three months ended March 31, 2022.

The unfavorable change in accrued liabilities relates to changes in various expense accruals.

Net cash used in investing activities was $29.5 million for the six months ended June 30, 2022, compared to cash used of $70.0 million during the same period in 2021.

Cash used in investing activities consisted of utilizing $25.8 million and $28.0 million to fund capital expenditures during the six months ended June 30, 2022 and 2021, respectively.

During the six months ended June 30, 2021, we acquired Chem32, LLC for $42.0 million.

During the six months ended June 30, 2022, we made an additional payment related to our divestiture of our Performance Chemicals business representing the final adjustments to the sale price of $3.7 million.

Net cash used in financing activities was $11.9 million for the six months ended June 30, 2022, compared to net cash used of $5.0 million during the same period in 2021.

Net cash used in financing activities was primarily driven by $4.5 million of debt repayment charges and repurchases of common stock of $7.1 million for the six months ended June 30, 2022.

2022 December 31,

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Total long-term debt, excluding current portion $ 869.4 $ 872.8

As of March 31, 2022, our total debt was $893.2 million, excluding the original issue discount of $8.4 million and deferred financing fees of $4.7 million for our senior secured credit facilities.

Our net debt as of March 31, 2022 was $763.5 million, including cash and cash equivalents of $129.7 million.

As of June 30, 2022, our total debt was $891.0 million, excluding the original issue discount of $8.1 million and deferred financing fees of $4.5 million for our senior secured credit facilities.

Our net debt as of June 30, 2022 was $739.8 million, including cash and cash equivalents of $151.2 million.

We may seek, subject to market conditions and other factors, opportunities to repurchase, refinance or otherwise reprice our debt.

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These capital expenditures represent our “book” capital expenditures for which the company has recorded, but not necessarily paid for the capital expenditures.

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(in millions)

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Capital expenditures remained at a level sufficient for required maintenance and certain expansion growth initiatives during these periods.

Maintenance capital expenditures were lower in the three months ended March 31, 2022 compared to the three months ended March 31, 2021 due to lower turnaround expenditures.

Growth capital expenditures were lower in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, due to the completion of several expansion projects in 2021.

Maintenance capital expenditures were lower in the six months ended June 30, 2022 compared to the six months ended June 30, 2021 due to lower turnaround expenditures.

Growth capital expenditures were lower in the six months ended June 30, 2022 compared to the six months ended June 30, 2021, due to the completion of several expansion projects in 2021.

Critical Accounting Policies and Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis