What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-05-10 · 138 added, 76 removed, 372 unchanged (37% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions, except share and per share amounts)

4 unchanged sentences

Research and development costs 5.9 6.0 11.4 10.7

Other expenses, net 0.3 2.5

Gain related to litigation settlement — ( 82.9 ) — ( 82.9 )

Other (income) expenses, net 1.3 ( 0.5 ) 1.6 2.1

Income from operations 52.9 132.5 107.5 175.3

5 unchanged sentences

Net income $ 29.7 $ 89.1 $ 62.2 $ 112.6

Weighted-average shares outstanding (in thousands of shares):

Weighted-average shares outstanding (in thousands):

Basic 60,807 60,652 60,880 60,649

6 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

9 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions, except share amounts)

43 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

23 unchanged sentences

Repayments of long-term debt ( 1.5 ) ( 4.2 )

Payments for debt issue costs ( 0.8 ) —

Cash inflows related to current financial liabilities 178.3 36.4

1 unchanged sentence

Dividends paid to shareholders ( 2.5 ) —

Net cash provided by financing activities 51.4 25.6

Other financing activities ( 0.4 ) —

Net cash provided by (used in) financing activities 138.1 ( 16.6 )

Increase (decrease) in cash, cash equivalents and restricted cash ( 21.5 ) 10.2

15 unchanged sentences

Balance at March 31, 2022 60,656,076 85.3 ( 6.3 ) 72.9 249.1 ( 23.6 ) 377.4

Net income — — — — 29.7 — 29.7

Other comprehensive loss, net of tax — — — — — ( 10.2 ) ( 10.2 )

Dividends paid - $ 0.04 per share — — — — ( 2.5 ) — ( 2.5 )

Share based compensation — — — 1.6 — — 1.6

Issuance of stock under equity compensation plans 93,189 — 1.6 ( 2.4 ) — — ( 0.8 )

Balance at June 30, 2022 60,749,265 $ 85.3 $ ( 4.7 ) $ 72.1 $ 276.3 $ ( 33.8 ) $ 395.2

Balance at January 1, 2021 60,487,117 $ 85.3 $ ( 8.5 ) $ 68.5 $ 84.4 $ ( 48.7 ) $ 181.0

4 unchanged sentences

Balance at March 31, 2021 60,590,526 85.3 ( 7.3 ) 68.3 107.9 ( 51.4 ) 202.8

Net loss — — — — 89.1 — 89.1

Other comprehensive income, net of tax — — — — — 9.0 9.0

Share based compensation — — — 1.2 — — 1.2

Balance at June 30, 2021 60,590,526 $ 85.3 $ ( 7.3 ) $ 69.5 $ 197.0 $ ( 42.4 ) $ 302.1

See accompanying Notes to these Condensed Consolidated Financial Statements

34 unchanged sentences

Accounts receivable, net of allowance for credit losses, are as follows:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

1 unchanged sentence

Expected credit losses ( 3.3 ) ( 2.6 )

Accounts receivable, net of expected credit losses $ 373.6 $ 288.9

Accounts receivable, net $ 409.4 $ 288.9

Inventories, net of reserves, are as follows:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

7 unchanged sentences

The company financing arrangements are as follows:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In millions)

9 unchanged sentences

Revolving credit facility

To fund operating activities and generally safeguard the Company’s liquidity, the Company has entered into a revolving credit facility (“RCF”) of € 250 million ($ 277.5 million).

As of March 31, 2022, the total commitment of $ 278 million was split between an $ 89 million RCF tranche and $ 189 million of bilateral ancillary facilities established directly with several banks under the RCF.

In July 2014, Orion Group Holdings, Inc.

(the “Company”) entered in a credit agreement to establish long-term financing (“Term-Loan”) and in a multicurrency revolving credit facility (“RCF”) for the consolidated group.

Subsequent to 2014, we entered into a number of amendments related to Term-Loan and RCF.

In May of 2022, we added € 100 million of capacity to our RCF, which expands our facility to € 350 million ($ 363.5 million).

As part of the RCF, the Company can establish ancillary credit facilities by converting the commitments of select lenders under the € 350 million RCF into bilateral credit agreements.

Original borrowings under ancillary credit facilities reduce availability under the RCF.

Original borrowings under the ancillary credit facilities reduce availability under the RCF.

Borrowings under ancillary credit facilities do not count toward debt drawn under the RCF for the purposes of determining whether the financial covenant under the Credit Agreement related to the RCF must be tested.

As of March 31, 2022, $ 55.5 million was outstanding under the RCF, and there were no borrowings under the RCF as of December 31, 2021.

We classify amounts outstanding under the RCF as current in our Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month periods, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.

As of March 31, 2022 and December 31, 2021, unused availability under the RCF was $ 122.6 million and $ 166.7 million, respectively.

As of June 30, 2022 and December 31, 2021, committed ancillary credit facilities totaled $ 218.1 million and $ 192.5 million, respectively.

As of June 30, 2022, the total commitment of € 350 million was split between an € 140 million RCF tranche and € 210 million of bilateral ancillary facilities established directly with several banks under the RCF.

As of June 30, 2022, $ 51.9 million was outstanding under the RCF, and there were no borrowings under the RCF as of December 31, 2021.

We classify amounts outstanding under the RCF as current in our Condensed Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month periods, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.

As of June 30, 2022 and December 31, 2021, availability under the RCF was $ 155.6 million and $ 166.7 million, respectively.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Local bank loans and other short-term borrowings

The local credit lines in Brazil and Korea are with local banks that are not lenders under the RCF and were negotiated bilaterally.

As of March 31, 2022 and December 31, 2021, the Company had the following ancillary facilities and uncommitted lines of credit outstanding:

March 31, 2022 December 31, 2021

The ancillary facilities (under RCF commitments) and uncommitted lines of credit outstanding is as follows:

June 30, 2022 December 31, 2021

(In millions)

Ancillary credit facilities

Total capacity (€ 170 million)

Total ancillary capacity - EUR € 210.0 € 170.0

Total ancillary capacity - U.S.

$ $ 218.1 $ 192.5

Ancillary credit facilities

OEC GmbH outstanding borrowings $ 138.8 $ 103.0

3 unchanged sentences

Brazil (capacity $ 3.1 million)

Korea working capital loan 7.7 —

Repurchase agreement 35.3 —

2 unchanged sentences

Under the agreement, we sold 450 thousand EUA certificates for € 33.5 million cash to a counterparty.

The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 27, 2023

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

for € 34.0 million.

The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 27, 2023 for € 34.0 million.

The difference between the consideration received and the amount of consideration to be paid will be recognized as interest expense.

At March 31, 2022, the amount outstanding was $ 37.7 million.

At June 30, 2022, the amount outstanding was $ 35.3 million.

Due to the short maturity, the carrying value approximates the fair value.

7 unchanged sentences

The BOC Term-Loan is secured with the Huaibei facility’s land, construction in progress, and buildings as collateral.

As of March 31, 2022, we are in compliance with our debt covenants.

Korea Working Capital Loan— For working capital flexibility, in June 2022, we entered in a one year term-loan agreement for ₩ 10.0 billion Korean won ($ 7.7 million) with Hana Bank.

The interest rate on this loan at inception is 4.3 %.

For early repayment, we are required to pay a 1 % prorated early repayment fee.

In the Condensed Consolidated Statements of Cash Flows, this loan is reflected in Cash inflows related to current financial liabilities .

As of June 30, 2022, we are in compliance with our debt covenants.

For additional information relating to our debt, see “ Note J.

6 unchanged sentences

The market risk exposure is not hedged in a manner to completely eliminate the effects of changing market conditions on earnings or cash flow.

No significant concentration of credit risk existed as of March 31, 2022 or December 31, 2021.

No significant concentration of credit risk existed as of June 30, 2022 or December 31, 2021.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Fair value measurement

The following table summarizes outstanding financial instruments that are measured at fair value on a recurring basis:

March 31, 2022 December 31, 2021 Balance Sheet Classification

June 30, 2022 December 31, 2021 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

1 unchanged sentence

Derivatives designated as hedges:

Cross currency swaps $ 197.0 $ 20.8 $ 197.0 $ 4.3 Prepaid expenses and other current assets

Cross currency swaps $ 197.0 $ 40.5 $ 197.0 $ 4.3 Other financial assets (non-current)

Interest rate swaps 285.6 1.3 — — Other financial assets (non-current)

Total $ 482.6 $ 41.8 $ 197.0 $ 4.3

3 unchanged sentences

All financial instruments in the table above are classified as Level 2.

We present the gross assets and liabilities of our derivative financial instruments in the Consolidated Balance Sheets.

We present the gross assets and liabilities of our derivative financial instruments in the Condensed Consolidated Balance Sheets.

For financial assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

There were no transfers of assets measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during fiscal 2022 or 2021.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

There were no transfers of assets measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during 2022 or 2021.

The following table presents the carrying value and estimated fair value of our financial instruments that are not measured at fair value on a recurring basis for the periods presented.

Short-term and long-term debt are recorded at amortized cost in the Consolidated Balance Sheets.

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Notional Amount Fair Value Notional Amount Fair Value

3 unchanged sentences

Term Loan in the table above is classified as Level 2.

At both March 31, 2022 and December 31, 2021, the fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments.

The following tables summarize the pre-tax effect of derivative and non-derivative instruments recorded in Accumulated other comprehensive income (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:

At both June 30, 2022 and December 31, 2021, the fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

The following tables summarize the pre-tax effect of derivative and non-derivative instruments recorded in Accumulated other comprehensive income (loss) (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:

Effect of Financial Instruments

Three Months Ended March 31, 2022

Three Months Ended Jun 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

2022 2021 2022 2021

(In millions)

4 unchanged sentences

Effect of Financial Instruments

Three Months Ended March 31, 2021

Six Months Ended June 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

2022 2021 2022 2021

(In millions)

3 unchanged sentences

Total $ 30.6 $ 2.4 $ 0.9 $ —

Our cross currency swaps designated as a cash flow hedge of principal and interest payments related to our Term Loan mature in September 2028.

The amount recognized in AOCI related to cash flow hedges that will be reclassified to the Consolidated Statement of Operations in the next twelve months is approximately $ 1.8 million.

Our cross currency swaps and interest rate swaps are designated as cash flow hedges of principal and interest payments related to our Term Loan and mature in September 2028.

The amount recognized in AOCI related to cash flow hedges that will be reclassified to the Condensed Consolidated Statement of Operations in the next twelve months is approximately $ 1.7 million.

See “ Note K.

4 unchanged sentences

Generally, the level of benefit depends on the length of service and the remuneration.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Net periodic defined benefit pension benefit costs include the following:

Three Months Ended March 31,

Net periodic defined benefit pension costs include the following:

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

5 unchanged sentences

The amortization of actuarial losses, associated with the pension obligations recorded in prior years, in Accumulated other comprehensive income exceeding 10 % of the defined benefit obligation are recorded ratably in the Condensed Consolidated Statements of Operations.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Accumulated Other Comprehensive Income/(Loss)

Changes in each component of Accumulated other comprehensive income (loss) (“AOCI”), net of tax, are as follows:

Changes in each component of AOCI, net of tax, are as follows:

Currency Translation Adjustments Hedging Activities Adjustments Pension and Other Postretirement Benefit Liability Adjustment Total

5 unchanged sentences

Balance at March 31, 2022 $ ( 22.3 ) $ 2.2 $ ( 3.5 ) $ ( 23.6 )

Other comprehensive (loss) before reclassifications ( 18.5 ) 12.5 — ( 6.0 )

Income tax effects before reclassifications ( 0.3 ) ( 4.0 ) — ( 4.3 )

Currency translation AOCI — — 0.1 0.1

Balance at June 30, 2022 ( 41.1 ) 10.7 ( 3.4 ) ( 33.8 )

Balance at January 1, 2021 $ ( 26.5 ) $ ( 13.5 ) $ ( 8.7 ) $ ( 48.7 )

5 unchanged sentences

Balance at March 31, 2021 $ ( 31.6 ) $ ( 12.3 ) $ ( 7.5 ) $ ( 51.4 )

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Other comprehensive income before reclassifications 7.2 1.1 — 8.3

Income tax effects before reclassifications 0.5 ( 0.3 ) — 0.2

Amounts reclassified from AOCI — — 1.2 1.2

Income tax effects on reclassifications — — ( 0.4 ) ( 0.4 )

Currency translation AOCI — ( 0.2 ) ( 0.1 ) ( 0.3 )

Balance at June 30, 2021 ( 23.9 ) ( 11.7 ) ( 6.8 ) ( 42.4 )

Earnings Per Share

2 unchanged sentences

The following table reflects the income and share data used in the basic and diluted EPS computations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions, except share and per share amounts)

Net income attributable to ordinary equity holders $ 29.7 $ 89.1 $ 62.2 $ 112.6

Weighted average number of ordinary shares 60,879 60,648

Weighted average number of ordinary shares (in thousands) 60,807 60,652 60,880 60,649

Basic EPS $ 0.49 $ 1.47 $ 1.02 $ 1.86

Dilutive effect of share based payments 140 164

Weighted average number of diluted ordinary shares 61,019 60,812

Dilutive effect of share based payments (in thousands) 203 91 357 72

Weighted average number of diluted ordinary shares (in thousands) 61,010 60,743 61,237 60,721

Diluted EPS $ 0.49 $ 1.47 $ 1.02 $ 1.85

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate.

4 unchanged sentences

Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

Income tax expense for the three months ended March 31, 2022 and 2021 were $ 13.8 million and $ 8.3 million, respectively.

Income tax expense for the three months ended June 30, 2022 and 2021 were $ 12.8 million and $ 33.5 million, respectively.

Income tax expense for the six months ended June 30, 2022 and 2021 were $ 26.6 million and $ 41.8 million, respectively.

Our effective income tax rates were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Effective income tax rates 30.1 % 27.3 % 30.0 % 27.1 %

The increase in our effective tax rate for the three months ended March 31, 2022 as compared to the three-months ended March 31, 2021, was primarily attributable to the projected earnings mix by geography and tax jurisdiction.

The increase in our effective tax rate for both the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021, were primarily attributable to the projected earnings mix by geography and tax jurisdiction.

Commitments and Contingencies

2 unchanged sentences

Expenses related to the closing include personnel costs, demolition, removal costs and remediation costs.

Total estimated and recognized costs and total remaining costs to be paid as of March 31, 2022 are $ 44.3 million and $ 7.8 million, respectively.

Orion's reserves for restructuring of its Rubber segment in 2022 are reflected in Accrued liabilities on the Consolidated Balance Sheets.

Orion has accrued liabilities for personnel expenses of $ 2.3 million and $ 2.6 million, and for ground remediation costs of $ 5.5 million and $ 6.7 million, as of March 31, 2022 and December 31, 2021, respectively.

Environmental Reserves— Our accrued liability for future environmental reserves at our current and former plant sites and other sites totaled $ 6.6 million and $ 7.8 million as of March 31, 2022 and December 31, 2021, respectively.

Total estimated and recognized costs and total remaining costs to be paid as of June 30, 2022 are $ 46.1 million and $ 7.1 million, respectively.

Orion's reserves for the ceased operation at Ambes are reflected in Accrued liabilities on the Condensed Consolidated Balance Sheets.

Orion has accrued liabilities for personnel expenses of $ 3.1 million and $ 2.6 million, and for ground remediation costs of $ 4.0 million and $ 6.7 million, as of June 30, 2022 and December 31, 2021, respectively.

Environmental Reserves— Our accrued liability for future environmental reserves at our current and former plant sites and other sites totaled $ 5.3 million and $ 7.8 million as of June 30, 2022 and December 31, 2021, respectively.

Environmental-related costs are expected to occur over a number of years and are not concentrated in any single year.

4 unchanged sentences

We vigorously defend ourselves and prosecute these matters as appropriate.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

Based on a consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or Consolidated Financial Statements.

EPA Action— During 2008 and 2009, the U.S.

12 unchanged sentences

facility in Orange (Texas) was issued by the EPA in February 2013, and the EPA issued an additional NOV in March 2016 alleging more recent non-PSD air emissions violations primarily at the dryers and the incinerator of the Orange facility.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

In 2013, Orion began discussions with the EPA and the U.S.

6 unchanged sentences

In addition, the EPA CD required Orion LLC to pay a fine of $ 0.8 million and perform other environmental mitigation projects that are not anticipated to be material.

As part of Orion LLC’s compliance plan under the EPA CD, in April 2018, Orion LLC signed a contract with Haldor Topsoe group to install its SNOX TM emissions control technology to remove SO2, NOx and dust particles from tail gases at Orion LLC’s Ivanhoe, Louisiana Carbon Black production plant.

In 2021, the construction projects at the Ivanhoe (Louisiana) and Orange (Texas) facilities were completed.

Under the EPA CD, Orion LLC can choose either its Belpre or Borger facilities as the next site for installation of pollution control equipment with comparable effectiveness.

We have started construction on both the Belpre and Borger facilities.

While the construction at Orange was completed according to schedule, the construction at the Ivanhoe facility was subject to COVID-19 and Hurricane Ida-related delays.

As a result, we have declared force majeure with respect to the EPA CD and received an extension of the timeline for completion of installations.

Orion has successfully commissioned the new emissions control equipment at Ivanhoe within the extended timeline under the amended EPA CD.

As of March 31, 2022, we have spent $ 229 million on capital expenditures related to the EPA CD of which approximately $ 80 million was received as an indemnity payment from Evonik.

As part of Orion LLC’s compliance plan under the EPA CD, Orion LLC installed SNOX TM emissions control technology to remove SO2, NOx and dust particles from tail gases at the Ivanhoe (Louisiana) facility.

Less stringent emissions controls were installed in accordance with the EPA CD at Orange (Texas).

The new emissions control equipment was successfully installed at Orange (in 2020) and in Ivanhoe (in 2021).

We have started construction on the two remaining sites in Belpre and Borger.

As of June 30, 2022, we have spent $ 256 million on Capital expenditures related to the EPA CD of which approximately $ 80 million was received as an indemnity payment from Evonik.

For further discussion refer to “Note Q.

2 unchanged sentences

The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions excluding China as collateral under the debt agreements.

As of March 31, 2022, the Company had guarantees totaling $ 15.5 million issued by various financial institutions.

As of June 30, 2022, the Company had guarantees totaling $ 14.5 million issued by various financial institutions.

Financial Information by Segment

6 unchanged sentences

finance income and expenses, taxes and items with less bearing on the underlying core business.

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Discrete financial information is available for each of the segments, and the Chief Operating Decision Maker (“CODM”) uses operating results of each operating segment for performance evaluation and resource allocation.

2 unchanged sentences

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Segment operating results for the three months ended March 31, 2022 and 2021 are as follows:

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended June 30, 2022 and 2021 are as follows:

Rubber Specialties Corporate Total Segments

11 unchanged sentences

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment ( 14.1 ) ( 11.1 ) — ( 25.2 )

Gain related to litigation settlement — — 82.9 82.9

Excluding equity in earnings of affiliated companies, net of tax ( 0.3 ) — — ( 0.3 )

2 unchanged sentences

Income before earnings in affiliated companies and income taxes $ 122.3

Segment reconciliation for the six months ended June 30, 2022 and 2021:

Rubber Specialties Corporate Total Segments

(In millions)

Net sales from external customers $ 666.2 $ 359.5 $ — $ 1,025.7

Adjusted EBITDA 78.7 87.9 — 166.6

Corporate charges — — ( 4.2 ) ( 4.2 )

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment ( 33.5 ) ( 21.2 ) — ( 54.7 )

Excluding equity in earnings of affiliated companies, net of tax ( 0.2 ) — — ( 0.2 )

Interest and other financial expense, net ( 18.9 ) ( 18.9 )

Income before earnings in affiliated companies and income taxes $ 88.6

Net sales from external customers $ 460.7 $ 300.4 $ — $ 761.1

Adjusted EBITDA 70.6 79.1 — 149.7

Corporate charges — — ( 6.1 ) ( 6.1 )

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment ( 28.4 ) ( 22.4 ) — ( 50.8 )

Gain related to litigation settlement — — 82.9 82.9

Excluding equity in earnings of affiliated companies, net of tax ( 0.4 ) — — ( 0.4 )

Interest and other financial expense, net ( 18.9 ) ( 18.9 )

Reclassification of actuarial losses from AOCI ( 2.4 ) ( 2.4 )

Income before earnings in affiliated companies and income taxes $ 154.0

Orion Engineered Carbons S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Expense from operations before income taxes and finance costs of the segment “ Corporate” comprises the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

(In millions)

Long term incentive plan $ 1.6 $ 1.2 $ 3.1 $ 2.2

EPA-related expenses — 1.7

Other non-operating 1.4 2.5 1.1 3.9

3 unchanged sentences

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 1. Financial Statements