What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 76 added, 182 removed, 318 unchanged (45% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions, except share and per share data)

4 unchanged sentences

Research and development costs 6.6 6.2

Other expenses, net 2.7 0.3 ( 1.0 ) 1.9

Other (income) expenses, net 1.3 ( 1.0 )

Income from operations 52.8 73.5

13 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions)

2 unchanged sentences

Foreign currency translation adjustments ( 6.4 ) ( 7.3 )

Net gains (losses) on derivatives 0.9 10.6 ( 1.3 ) 32.1

Net losses on derivatives ( 0.5 ) ( 1.8 )

Defined benefit plans, net 0.1 ( 1.4 )

Other comprehensive income (loss) ( 0.5 ) 3.1 ( 18.1 ) 17.8

Other comprehensive loss ( 6.8 ) ( 10.5 )

Comprehensive income $ 19.9 $ 31.8

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In millions, except share data)

42 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

1 unchanged sentence

Net income $ 26.7 $ 42.3

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 28.9 25.7

4 unchanged sentences

Reclassification of actuarial gain from AOCI — ( 2.2 )

Other operating non-cash items, net ( 0.7 ) ( 0.7 )

Changes in operating assets and liabilities, net:

5 unchanged sentences

Other assets and liabilities, net ( 1.0 ) 12.0

Net cash provided by (used in) operating activities 273.7 ( 16.7 )

Net cash provided by operating activities 32.4 108.1

Cash flows from investing activities:

8 unchanged sentences

Dividends paid to shareholders ( 1.2 ) ( 1.3 )

Repurchase of common stock under Stock Repurchase Program ( 58.9 ) ( 0.2 )

Repurchase of common stock under Stock repurchase programs — ( 29.3 )

Net cash provided by (used in) financing activities 7.0 ( 62.5 )

Decrease in cash, cash equivalents and restricted cash ( 2.2 ) ( 16.4 )

Increase in cash, cash equivalents and restricted cash 6.3 15.1

Cash, cash equivalents and restricted cash at the beginning of the period 40.2 63.4

15 unchanged sentences

Balance at March 31, 2024 58,307,933 $ 85.3 $ ( 63.5 ) $ 74.0 $ 443.1 $ ( 46.7 ) $ 492.2

Net income — — — — 30.1 — 30.1

Other comprehensive loss, net of tax — — — — — ( 7.1 ) ( 7.1 )

Dividends $ 0.04 per share — — — — ( 2.4 ) — ( 2.4 )

Repurchases of Common stock ( 822,595 ) — ( 20.2 ) — — — ( 20.2 )

Share based compensation — — — 2.6 — — 2.6

Issuance of stock under equity compensation plans 47,250 — 1.4 ( 1.2 ) — — 0.2

Balance at June 30, 2023 58,640,846 $ 85.3 $ ( 54.0 ) $ 75.3 $ 387.7 $ ( 30.1 ) $ 464.2

Net income — — — — 26.2 — 26.2

Other comprehensive loss, net of tax — — — — — ( 0.5 ) ( 0.5 )

Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )

Repurchases of Common stock ( 432,710 ) — ( 9.4 ) — — — ( 9.4 )

Share based compensation — — — 3.6 — — 3.6

Balance at September 30, 2023 58,208,136 $ 85.3 $ ( 63.4 ) $ 78.9 $ 412.7 $ ( 30.6 ) $ 482.9

Balance at January 1, 2023 60,571,556 $ 85.3 $ ( 8.8 ) $ 76.4 $ 319.0 $ ( 12.5 ) $ 459.4

Net income — — — — 42.3 — 42.3

Other comprehensive income, net of tax — — — — — 24.9 24.9

Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )

Share based compensation — — — 1.5 — — 1.5

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 — — — — — ( 10.5 ) ( 10.5 )

Dividends $ 0.02 per share — — — — ( 1.3 ) — ( 1.3 )

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

Net income — — — — 31.8 — 31.8

Other comprehensive income, net of tax — — — — — 3.1 3.1

Dividends $ 0.02 per share — — — — ( 1.3 ) — ( 1.3 )

Share buyback ( 1,286,915 ) — ( 29.3 ) — — — ( 29.3 )

Share based compensation — — — 2.1 — — 2.1

Issuance of stock under equity compensation plans 131,550 — 2.9 ( 4.6 ) — — ( 1.7 )

Balance at September 30, 2022 60,815,588 $ 85.3 $ ( 4.7 ) $ 74.0 $ 306.8 $ ( 30.7 ) $ 430.7

Balance at March 31, 2023 59,416,191 $ 85.3 $ ( 35.2 ) $ 73.9 $ 360.0 $ ( 23.0 ) $ 461.0

See accompanying Notes to these Condensed Consolidated Financial Statements.

12 unchanged sentences

Organization, Description of the Business and Summary of Significant Accounting Policies

Orion S.A.’s (formerly, Orion Engineered Carbons S.A.) unaudited Condensed Consolidated Financial Statements include Orion S.A.

Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A.

and its subsidiaries (“Orion” or the “Company”).

6 unchanged sentences

Results for interim periods are not necessarily indicative of results to be expected for the full year.

Summary of Significant Accounting Policies — Accounting Standards Not Yet Adopted

Income Taxes —In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures.

• Establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

• Requires disaggregated information about a reporting entity’s effective tax rate reconciliation.

• Requires disaggregated information about a reporting entity’s information on income taxes paid.

• Requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

• Is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We believe, the adoption of this ASU will not materially impact our Condensed Consolidated Financial Statements, however will require additional disclosures in future Annual Reports.

Segment —In November 2023, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment .

• Introduces a new requirement to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker (“CODM”),

• Extends certain annual disclosures to interim periods,

• Permits more than one measure of segment profit or loss to be reported under certain conditions, and

• Requires disclosure of the title and position of the CODM.

However, but does not change how the CODM is identified.

• This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We believe, the adoption of this ASU will not materially impact our Condensed Consolidated Financial Statements, however will require additional segment disclosures in Note K.

Financial Information by Segment.

Accounts Receivable

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In millions)

2 unchanged sentences

Accounts receivable, net $ 269.7 $ 241.0

Accounts Receivable Factoring Facilities ― For the three months ended March 31, 2024, and 2023 the gross amount of receivables sold were $ 107.6 million and $ 68.9 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.

For the three months ended March 31, 2024 and 2023 the loss on receivables sold was approximately $ 1.1 million and less than $ 0.5 million.

Notes to the Condensed Consolidated Financial Statements—(continued)

Inventories, net of reserves, are as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In millions)

5 unchanged sentences

Debt and other obligations are as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In millions)

8 unchanged sentences

Total $ 813.5 $ 814.3

Notes to the Condensed Consolidated Financial Statements—(continued)

The Term-Loan facility was allocated to one term loan facility denominated in U.S.

dollars of $ 300 million and another denominated in Euros of € 300 million with both having a maturity date of September 24, 2028.

Interest is calculated based on three months EURIBOR (for the Euro-denominated loan) plus a margin of 2.50 %, or three-month USD-LIBOR (for the USD-denominated loan) plus a margin of 2.25 %.

Due to cessation of U.S.

dollar LIBOR after June 30, 2023 (“LIBOR cessation date”), in May 2023, the Company entered into the Eleventh Amendment to the Credit Agreement (the “Term-Loan”) to update the referenced floating benchmark rate.

dollar loan, 3-M USD-Libor was replaced by USD Term SOFR 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023.

In August 2023, we entered into the 12th amendment, which primarily approved the merger of two of our wholly owned subsidiaries.

Other provisions of the Credit Agreement relating to the Term Loan remained unchanged.

Revolving credit facility

In October 2023, Orion entered into the 13th Amendment, which amended and restated our revolving credit facility (“RCF”).

We voluntarily reduced the borrowing capacity under our amended RCF from € 350 million to € 300 million.

Interest is calculated based on EURIBOR plus a 1.65 % - 3.30 % margin (depending on leverage ratio).

At current leverage ratio (between 2.25 x and 2.75 x), the margin is at 2.30 %.

The amended RCF includes a sustainability-linked margin adjustment.

The credit spread will increase or decrease up to 5 basis points depending on two key performance indicators:

greenhouse gas intensity and environmental, social and governance rating from EcoVadis, a provider of corporate sustainability rating.

Covenant Compliance — There is one financial covenant under the amended RCF that will be tested when RCF utilization (including debt drawn under ancillary credit facility lines) exceeds 50 %.

Net Leverage, as defined in the Credit Agreement (the “Covenant Trigger”), is not permitted to exceed 4.0 x.

Other provisions of the Credit Agreement relating to the RCF remained unchanged.

As of September 30, 2023, the capacity under our RCF was € 350 million.

Interest is calculated based on EURIBOR (for euro drawings), and USD Term SOFR + CAS (for U.S.

Dollar drawings) plus a 1.65 % - 2.70 % margin (depending on leverage ratio).

There were no borrowings under the RCF as of September 30, 2023.

As of December 31, 2022, borrowings under the RCF were $ 53.3 million.

As of September 30, 2023 and December 31, 2022, availability under the RCF was $ 234.4 million and $ 165.9 million, respectively.

Ancillary Credit Facilities —As part of the RCF, the Company may also establish ancillary credit facilities by converting the commitments of select lenders under the RCF into bilateral credit agreements.

Borrowings under the ancillary credit facilities reduce RCF availability.

For RCF financial covenant testing, borrowing under ancillary credit facilities are considered debt drawn under the RCF, as discussed elsewhere in this footnote.

As of September 30, 2023 and December 31, 2022, committed ancillary credit facilities totaled $ 284.2 million and $ 286.1 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

As of March 31, 2024, total capacity under our senior secured revolving credit facility (the “RCF”) and Ancillary facilities is € 300 million.

There were no borrowings under the RCF as of March 31, 2024 or December 31, 2023.

As of March 31, 2024 and December 31, 2023, availability under the RCF and Ancillary facilities is $ 192.6 million and $ 221.6 million, respectively.

Other Short-Term borrowings and Obligations

Other short-term debt and obligations are as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(In millions)

3 unchanged sentences

OEC LLC outstanding borrowings 5.8 21.1

Uncommitted local lines of credit:

Korea (capacity $ 39.0 million)

Brazil (capacity $ 3.2 million)

China working capital 4.1 1.5

Korea working capital loan 10.2 7.9

Repurchase agreement — 36.3

Brazil Uncommitted Local Lines of Credit (capacity $ 3.2 million)

Korea Working Capital Loan (capacity $ 38.9 million)

Uncommitted 1.9 1.9

Committed 15.0 20.1

China Working Capital Loan — 2.8

Total of Other Short-term Debt and Obligations $ 142.6 $ 134.7

2 unchanged sentences

Total ancillary capacity - U.S.

$ $ 284.2 $ 286.1

As of September 30, 2023, we are in compliance with our debt covenants.

Accounts Receivable Factoring Facilities ― We entered into agreements with various third-party financial institutions for the sale of certain Accounts receivable.

We have concluded that there would generally be no risk of loss to us from non-payment of the sold receivables because:

• The transferred financial assets have been isolated beyond the reach of our creditors, even in bankruptcy or other receivership;

• The party purchasing accounts receivables has the right to pledge and or exchange the transferred assets without restrictions;

• We do not retain effective control over the transferred financial assets.

For the three and nine months ended September 30, 2023, the gross amount of receivables sold were as $ 106.2 million and $ 300.4 million, respectively.

No sales were made in 2022.

In the Condensed Consolidated Statements of Operations, the loss on receivables sale is reflected in Other expenses, net.

For the three and nine months ended September 30, 2023 the loss on receivables sale were $ 1.3 million and $ 3.1 million, respectively.

Dollars $ 253.0 $ 236.5

Notes to the Condensed Consolidated Financial Statements—(continued)

As of March 31, 2024, 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 September 30, 2023 or December 31, 2022.

Cash flow hedge

Due to LIBOR cessation, the Company in May 2023 amended its previously existing cross-currency swaps in the amount of $ 197 million to update the referenced floating benchmark rate.

We transitioned from US dollar LIBOR 3M to US dollar Term SOFR 3M + CAS (Credit Adjustment Spread) on September 29, 2023.

Other terms of the cross-currency swaps remained unchanged.

The cross-currency swap will expire on September 30, 2028, in line with the maturity of the term loan.

Notes to the Condensed Consolidated Financial Statements—(continued)

In 2021 we adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 848, Reference Rate Reform (“ASC 848 ”).

This guidance permits entities to elect certain optional expedients for contract modifications for debt, and leases related to reference rate reform as well as derivative contracts and for the continued application of hedge accounting to certain hedging relationships affected by reference rate reform activities.

We applied the practical expedients allowed under ASC 848 as follows:

• Accounted for the modification to our term loan facility as if the modification was not substantial in accordance with ASC 470-50, Modifications and Extinguishment and thus a continuation of the existing contract.

• The cross-currency swaps in cash-flow hedging relationships were not de-designated as a result of the modifications and continue to be highly effective and qualify for hedge accounting.

No significant concentration of credit risk existed as of March 31, 2024 or December 31, 2023.

Fair value measurement

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

September 30, 2023 December 31, 2022 Balance Sheet Classification

March 31, 2024 December 31, 2023 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

10 unchanged sentences

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Notional Amount Fair Value Notional Amount Fair Value

4 unchanged sentences

Total $ 674.4 $ 667.2 $ 683.5 $ 674.1

Term-Loan and China Term-Loan in the table above are classified as Level 2.

At both September 30, 2023 and December 31, 2022, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments.

The Term-Loan and China Term-Loan in the table above are classified as Level 2.

At both March 31, 2024 and December 31, 2023, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

1 unchanged sentence

Effect of Financial Instruments

Three Months Ended Sep 30,

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

2023 2022 2023 2022

(In millions)

Derivatives designated as hedges:

Cross currency swaps $ 3.0 $ 9.2 $ 0.4 $ 0.4 Interest and other financial expense, net

Interest rate swaps ( 1.7 ) 6.2 — — Interest and other financial expense, net

Total $ 1.3 $ 15.4 $ 0.4 $ 0.4

Effect of Financial Instruments

Nine Months Ended September 30,

Three Months Ended Mar 31,

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

6 unchanged sentences

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 $ 1.0 million.

In the next twelve months, approximately $ 0.4 million recognized in AOCI related to cash flow hedges will be reclassified to the Condensed Consolidated Statement of Operations.

See “ Note K.

5 unchanged sentences

Net periodic defined benefit pension costs include the following:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions)

17 unchanged sentences

Balance at March 31, 2024 $ ( 61.5 ) $ 15.6 $ ( 0.8 ) $ ( 46.7 )

Other comprehensive loss before reclassifications ( 5.1 ) ( 0.5 ) — ( 5.6 )

Income tax effects before reclassifications ( 0.1 ) 0.2 — 0.1

Amounts reclassified from AOCI — 0.4 ( 2.3 ) ( 1.9 )

Income tax effects on reclassifications — ( 0.2 ) 0.7 0.5

Currency translation AOCI — ( 0.3 ) 0.1 ( 0.2 )

Balance at June 30, 2023 ( 60.0 ) 22.2 7.7 ( 30.1 )

Balance at January 1, 2023 $ ( 47.5 ) $ 24.4 $ 10.6 $ ( 12.5 )

Other comprehensive income before reclassifications ( 7.8 ) ( 3.3 ) — ( 11.1 )

3 unchanged sentences

Currency translation AOCI — 0.2 0.1 0.3

Balance at September 30, 2023 $ ( 59.7 ) $ 23.1 $ 6.0 $ ( 30.6 )

Balance at January 1, 2022 $ ( 34.1 ) $ ( 10.8 ) $ ( 3.6 ) $ ( 48.5 )

Other comprehensive income before reclassifications 11.2 18.7 — 29.9

Income tax effects before reclassifications 0.6 ( 6.0 ) — ( 5.4 )

Currency translation AOCI — 0.3 0.1 0.4

Balance at March 31, 2023 $ ( 54.8 ) $ 22.6 $ 9.2 $ ( 23.0 )

Other comprehensive income (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 )

Other comprehensive income (loss) before reclassifications ( 8.1 ) 16.5 — 8.4

Income tax effects before reclassifications 0.4 ( 5.2 ) — ( 4.8 )

Currency translation AOCI — ( 0.7 ) 0.2 ( 0.5 )

Balance at September 30, 2022 $ ( 48.8 ) $ 21.3 $ ( 3.2 ) $ ( 30.7 )

Notes to the Condensed Consolidated Financial Statements—(continued)

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 September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions, except share and per share data)

11 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 September 30, 2023 and 2022 were $ 8.9 million and $ 11.7 million, respectively.

Income tax expense for the nine months ended September 30, 2023 and 2022 were $ 45.0 million and $ 38.3 million, respectively.

Income tax expense for the three months ended March 31, 2024 and 2023 were $ 13.5 million and $ 18.3 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

Our effective income tax rates were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Effective income tax rates 33.7 % 30.2 %

The change in our effective tax rate for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

The change in our effective tax rate for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Commitments and Contingencies

3 unchanged sentences

The outcome of legal proceedings is inherently uncertain, and we offer no assurances as to the outcome of any of these matters or their effect on the Company.

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 Condensed Consolidated Financial Statements.

EPA Action— Under the EPA CD, Orion LLC had to install certain pollution control technology in order to further reduce emissions at its four U.S.

manufacturing facilities.

In line therewith, Orion LLC completed installation of emissions control technology to remove SO2, NOx and dust particles from tail gases at its Borger (Texas) facility since the beginning of 2023, Ivanhoe (Louisiana) facility in 2021 and Orange (Texas) facility in 2020.

The installation of pollution control technology at its fourth and last U.S.

manufacturing facility in Belpre

Notes to the Condensed Consolidated Financial Statements—(continued)

(Ohio) is ongoing and is scheduled to be completed late 2023, in line with the EPA CD terms.

The EPA CD also requires continuous monitoring of emissions reductions that Orion LLC will need to comply with over a number of years.

As of September 30, 2023, we have spent $ 303 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 on EPA Action refer to “Note Q.

Commitments and Contingencies”, included in our Annual Report in Form 10-K for the year ended December 31, 2022.

Based on 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 the Condensed Consolidated Financial Statements.

Pledges and guarantees

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

As of September 30, 2023, the Company had guarantees totaling $ 25.2 million issued by various financial institutions.

As of March 31, 2024, the Company had guarantees totaling $ 32.2 million issued by various financial institutions.

Financial Information by Segment

6 unchanged sentences

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

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.

Discrete financial information is available for each of the segments, and the CODM uses operating results of each operating segment for performance evaluation and resource allocation.

Our CODM uses Adjusted EBITDA as the primary measure for reviewing our segment profitability.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, consulting fees related to Company strategy, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

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 September 30, 2023 and 2022 are as follows:

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended March 31, 2024 and 2023 are as follows:

Rubber Specialty Corporate Total

4 unchanged sentences

Interest and other financial expense, net ( 12.7 ) ( 12.7 )

Reclassification of actuarial gain from AOCI 2.2 2.2

Adjusted EBITDA 57.4 27.9 — 85.3

3 unchanged sentences

Interest and other financial expense, net ( 15.2 ) ( 15.2 )

Adjusted EBITDA 49.4 31.1 — 80.5

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the nine months ended September 30, 2023 and 2022:

Rubber Specialty Corporate Total

(In millions)

Net sales from external customers $ 963.8 $ 461.9 $ — $ 1,425.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 51.0 29.8 — 80.8

Equity in earnings of affiliated companies, net of tax 0.4 — — 0.4

Interest and other financial expense, net ( 41.6 ) ( 41.6 )

Reclassification of actuarial gain from AOCI 2.2 2.2

Adjusted EBITDA 63.8 37.3 — 101.1

Net sales from external customers $ 1,039.7 $ 529.1 $ — $ 1,568.8

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 49.1 30.8 — 79.9

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

Interest and other financial expense, net ( 29.1 ) ( 29.1 )

Adjusted EBITDA 128.1 119.0 — 247.1

A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions)

7 unchanged sentences

Corporate charges include the following:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

(In millions)

4 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