What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 100 added, 198 removed, 317 unchanged (48% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

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

2024 2023 2024 2023

Three Months Ended March 31,

(In millions, except share and per share data)

4 unchanged sentences

Research and development costs 6.6 6.6

Loss due to misappropriation of assets, net 60.7 — 60.7 —

Other (income) expenses, net ( 2.8 ) 2.7 ( 0.1 ) ( 1.0 )

Income (loss) from operations ( 15.3 ) 45.7 79.1 178.1

Other expenses, net 1.9 1.3

Income from operations 31.2 52.8

Interest and other financial expense, net 13.7 12.7

Reclassification of actuarial gain from AOCI — ( 2.2 ) — ( 6.7 )

Income (loss) before earnings in affiliated companies and income taxes ( 31.2 ) 35.0 38.3 143.2

Income tax expense (benefit) ( 10.8 ) 8.9 11.8 45.0

Income before earnings in affiliated companies and income taxes 17.5 40.1

Income tax expense 8.9 13.5

Earnings in affiliated companies, net of tax 0.5 0.1

Net income (loss) $ ( 20.2 ) $ 26.2 $ 27.0 $ 98.6

Net income $ 9.1 $ 26.7

Weighted-average shares outstanding (in thousands):

1 unchanged sentence

Diluted 57,200 59,229

Earnings (loss) per share:

Earnings per share:

Basic $ 0.16 $ 0.46

2 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

Net income (loss) $ ( 20.2 ) $ 26.2 $ 27.0 $ 98.6

Net income $ 9.1 $ 26.7

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 2.6 ( 6.4 )

Net gains (losses) on derivatives ( 3.2 ) 0.9 ( 4.9 ) ( 1.3 )

Net losses on derivatives ( 1.5 ) ( 0.5 )

Defined benefit plans, net ( 0.1 ) 0.1

Other comprehensive income (loss) 1.0 ( 6.8 )

Comprehensive income (loss) $ ( 20.1 ) $ 25.7 $ 10.9 $ 80.5

Comprehensive income $ 10.1 $ 19.9

See accompanying Notes to these Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(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)

7 unchanged sentences

Foreign currency transactions ( 2.0 ) ( 0.5 )

Reclassification of actuarial gain from AOCI — ( 6.7 )

Changes in operating assets and liabilities, net:

10 unchanged sentences

Cash flows from financing activities:

Proceeds from long-term debt borrowings — 12.6

Repayments of long-term debt ( 0.8 ) ( 0.8 )

4 unchanged sentences

Repurchase of Common stock ( 19.8 ) —

Net cash provided by (used in) financing activities 119.3 ( 164.9 )

Net cash provided by financing activities 21.8 7.0

Increase (decrease) in cash, cash equivalents and restricted cash ( 7.0 ) 6.3

10 unchanged sentences

Net income — — — — 9.1 — 9.1

Other comprehensive loss, net of tax — — — — — ( 6.8 ) ( 6.8 )

Other comprehensive income, net of tax — — — — — 1.0 1.0

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

Repurchases of Common stock ( 1,358,316 ) — ( 19.8 ) — — — ( 19.8 )

Share based compensation — — — 3.5 — — 3.5

Stock based compensation — — — 2.7 — — 2.7

Issuance of stock under equity compensation plans 575,310 — 14.3 ( 14.9 ) — — ( 0.6 )

Balance at March 31, 2025 56,459,366 $ 85.3 $ ( 87.7 ) $ 72.5 $ 464.9 $ ( 68.9 ) $ 466.1

Net income — — — — 20.5 — 20.5

Other comprehensive loss, net of tax — — — — — ( 9.4 ) ( 9.4 )

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

Share based compensation — — — 3.0 — — 3.0

Issuance of stock under equity compensation plans 48,688 — 0.8 ( 0.8 ) — — —

Balance at June 30, 2024 58,356,621 $ 85.3 $ ( 62.7 ) $ 76.2 $ 461.2 $ ( 56.1 ) $ 503.9

Net loss — — — — ( 20.2 ) — ( 20.2 )

Other comprehensive income, net of tax — — — — — 0.1 0.1

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

Repurchases of Common stock ( 636,402 ) — ( 11.1 ) — — — ( 11.1 )

Share based compensation — — — 4.8 — — 4.8

Balance at September 30, 2024 57,720,219 $ 85.3 $ ( 73.8 ) $ 81.0 $ 439.8 $ ( 56.0 ) $ 476.3

Balance at January 1, 2024 57,898,772 $ 85.3 $ ( 70.1 ) $ 85.6 $ 417.6 $ ( 39.9 ) $ 478.5

3 unchanged sentences

Repurchases of Common stock ( 294,000 ) — ( 6.8 ) — — — ( 6.8 )

Share based compensation — — — 2.1 — — 2.1

Stock based compensation — — — 3.5 — — 3.5

Issuance of stock under equity compensation plans 703,161 — 13.4 ( 15.1 ) — — ( 1.7 )

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

See accompanying Notes to these Condensed Consolidated Financial Statements.

10 unchanged sentences

Financial Information by Segment

Subsequent Events

Notes to the Condensed Consolidated Financial Statements—(continued)

9 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

Summary of Significant Accounting Policies —Accounting Standards 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.

This guidance requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet the quantitative threshold of 5% of the expected tax using the applicable statutory income tax rate.

There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the total net income taxes paid or received.

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.

We adopted this on January 1, 2025.

The adoption of this ASU did not materially impact our Consolidated Financial Statements, however, will require additional disclosures in our Annual Report in Form 10-K for the year ended December 31, 2025.

Summary of Significant Accounting Policies —Accounting Standards Not Yet Adopted

Consolidated Statements of Operations— In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, and in January 2025, ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-4 0) and Clarifying the Effective Date, respectively.

This ASU requires public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.

This ASU does not change the expense captions an entity presents in the face of its Consolidated Statements of Operations.

Rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the Consolidated Financial Statements.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

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 future periods .

We believe, the adoption of this ASU will not materially impact our Consolidated Financial Statements, however, will require additional disclosures in the footnotes to the Consolidated Financial Statements.

Accounts Receivable

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In millions)

2 unchanged sentences

Accounts receivable, net $ 274.0 $ 211.9

Accounts Receivable Factoring Facilities ― For the three months ended September 30, 2024 and 2023 the gross amount of receivables sold were $ 104.7 million and $ 106.2 million, respectively.

For the nine months ended September 30, 2024 and 2023 the gross amount of receivables sold were $ 323.1 million and $ 300.4 million, respectively.

Accounts Receivable Factoring Facilities ― For the three months ended March 31, 2025 and 2024 the gross amount of receivables sold were $ 102.5 million and $ 107.6 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 September 30, 2024 and 2023 the loss on receivables sold was approximately $ 1.3 million and $ 1.3 million, respectively.

For the three months ended March 31, 2025 and 2024 the loss on receivables sold was approximately $ 1.2 million and $ 1.1 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

the nine months ended September 30, 2024 and 2023 the loss on receivables sold was approximately $ 3.7 million and $ 3.1 million , respectively.

Inventories, net of reserves, are as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In millions)

5 unchanged sentences

Debt and other obligations are as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In millions)

9 unchanged sentences

Total $ 972.5 $ 905.8

Revolving credit facility

As of September 30, 2024, total capacity under our senior secured revolving credit facility (the “RCF”) and Ancillary facilities is € 300 million ($ 335.9 million).

As of September 30, 2024 and December 31, 2023, availability under the RCF and Ancillary facilities is $ 116.6 million and $ 221.6 million, respectively.

As of September 30, 2024, borrowings under the RCF were $ 28.0 million.

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

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.

Notes to the Condensed Consolidated Financial Statements—(continued)

Other Short-Term Debt and Obligations

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In millions)

4 unchanged sentences

OEC Huaibei outstanding borrowings 21.0 16.5

Brazil Uncommitted Local Lines of Credit (capacity $ 2.9 million)

Korea Working Capital Loan (capacity $ 55.3 million)

Korea Working Capital Loans (capacity $ 49.2 million)

Uncommitted 1.7 1.7

Committed 23.7 22.7

China Working Capital Loans 7.0 2.8

China Working Capital Loans (capacit y $ 16.9 million)

Repurchase Agreement 49.3 36.5

4 unchanged sentences

Dollars $ 253.1 $ 243.1

Repurchase Agreement —On August 23, 2024, we entered into a repurchase agreement to sell European Emission Allowance (“EUA”) certificates.

Under the agreement, we sold 500 thousand EUA certificates for € 35.1 million cash to a counterparty.

Revolving credit facility

As of March 31, 2025, total capacity under our senior secured revolving credit facility (the “RCF”) and ancillary facilities is € 300 million ($ 324.5 million).

As of March 31, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $ 104.8 million and $ 127.5 million, respectively.

As of March 31, 2025, borrowings under the RCF were $ 16.2 million.

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

Repurchase Agreement —We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates.

Under the agreement on August 23, 2024, we sold 500 thousand EUA certificates for € 35.1 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 June 25, 2025 for € 36.5 million.

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

At September 30, 2024, the amount outstanding, including accrued interest, was $ 39.3 million.

On March 19, 2025, we sold an additional 145 thousand EUA certificates for € 10.5 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for € 10.8 million.

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

At March 31, 2025, the amount outstanding, including accrued interest, was $ 50.3 million.

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

As of September 30, 2024, we are in compliance with our debt covenants.

As of March 31, 2025, 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.

In July 2024 our interest rate swap expired and was not renewed.

There were no material transactions recorded as a result of the expiration.

No significant concentration of credit risk existed as of September 30, 2024 or December 31, 2023.

Notes to the Condensed Consolidated Financial Statements—(continued)

No significant concentration of credit risk existed as of March 31, 2025 or December 31, 2024.

Fair value measurement

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

September 30, 2024 December 31, 2023 Balance Sheet Classification

March 31, 2025 December 31, 2024 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

2 unchanged sentences

Cross currency swaps $ 197.0 $ 29.9 $ 197.0 $ 38.9 Other financial assets (non-current)

Interest rate swaps — — 303.9 4.6 Other financial assets (non-current)

Total $ 197.0 $ 29.9 $ 197.0 $ 38.9

5 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Notional Amount Fair Value Notional Amount Fair Value

5 unchanged sentences

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

At both September 30, 2024 and December 31, 2023, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

At both March 31, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

The carrying amounts of our variable rate debt approximate the fair values due to variable interest rates with short reset periods.

2 unchanged sentences

Effect of Financial Instruments

Three Months Ended Sep 30,

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

2024 2023 2024 2023

(In millions)

Derivatives designated as hedges:

Cross currency swaps $ ( 4.1 ) $ 3.0 $ ( 0.3 ) $ 0.4 Interest and other financial expense, net

Interest rate swaps — ( 1.7 ) ( 0.6 ) — Interest and other financial expense, net

Total $ ( 4.1 ) $ 1.3 $ ( 0.9 ) $ 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

5 unchanged sentences

Total $ ( 2.0 ) $ ( 1.3 ) $ ( 0.3 ) $ 0.4

C ross currency swaps related to our Term-Loans, which mature in September 2028, are designated as cash flow hedges.

Cross currency swaps related to our Term-Loans, which mature in September 2028, are designated as cash flow hedges.

In the next twelve months, approximately $ 1.1 million recognized in AOCI related to cash flow hedges will be reclassified to the Condensed Consolidated Statement of Operations.

6 unchanged sentences

Net periodic defined benefit pension costs include the following:

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

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

1 unchanged sentence

Interest cost 0.6 0.4

Amortization of actuarial (gain) — ( 2.2 ) — ( 6.7 )

Net periodic pension cost $ 0.9 $ 0.7

Service costs were recorded in Income from operations in Selling, general and administrative expenses, and interest costs were recorded in Interest and other financial expense, net.

The amortization of actuarial (gain) 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.

Notes to the Condensed Consolidated Financial Statements—(continued)

10 unchanged sentences

Balance at March 31, 2025 ( 76.8 ) 9.3 ( 1.4 ) ( 68.9 )

Other comprehensive income (loss) before reclassifications ( 7.8 ) ( 1.4 ) — ( 9.2 )

Income tax effects before reclassifications ( 0.5 ) 0.5 0.1 0.1

Amounts reclassified from AOCI — 0.4 — 0.4

Income tax effects on reclassifications — ( 0.2 ) — ( 0.2 )

Currency translation AOCI — ( 0.5 ) — ( 0.5 )

Balance at June 30, 2024 $ ( 69.8 ) $ 14.4 $ ( 0.7 ) $ ( 56.1 )

Other comprehensive income (loss) before reclassifications 3.2 ( 5.7 ) — ( 2.5 )

Income tax effects before reclassifications 0.1 1.7 — 1.8

Amounts reclassified from AOCI — ( 0.9 ) — ( 0.9 )

Income tax effects on reclassifications — 0.3 — 0.3

Currency translation AOCI — 1.4 — 1.4

Balance at September 30, 2024 $ ( 66.5 ) $ 11.2 $ ( 0.7 ) $ ( 56.0 )

Notes to the Condensed Consolidated Financial Statements—(continued)

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

(In millions)

Balance at January 1, 2024 $ ( 55.1 ) $ 16.1 $ ( 0.9 ) $ ( 39.9 )

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

Other comprehensive loss before reclassifications ( 6.3 ) ( 0.4 ) 0.2 ( 6.5 )

Income tax effects before reclassifications ( 0.1 ) 0.1 ( 0.1 ) ( 0.1 )

3 unchanged sentences

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

Other comprehensive income (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 )

Other comprehensive income (loss) before reclassifications 0.5 2.3 — 2.8

Income tax effects before reclassifications ( 0.2 ) ( 0.7 ) — ( 0.9 )

Amounts reclassified from AOCI — 0.4 ( 2.2 ) ( 1.8 )

Income tax effects on reclassifications — ( 0.1 ) 0.7 0.6

Currency translation AOCI — ( 1.0 ) ( 0.2 ) ( 1.2 )

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

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing Net income (loss) attributable to Orion by the weighted average number of common stock outstanding during the period.

Diluted EPS equals Net income (loss) attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.

Basic earnings per share (“EPS”) is computed by dividing Net income attributable to Orion by the weighted average number of common stock outstanding during the period.

Diluted EPS equals Net income attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.

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,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions, except share and per share data)

Net income (loss) attributable to ordinary equity holders $ ( 20.2 ) $ 26.2 $ 27.0 $ 98.6

Net income attributable to ordinary equity holders $ 9.1 $ 26.7

Weighted average number of Common stock (in thousands) 57,058 58,640

Basic Earnings (loss) per share $ ( 0.35 ) $ 0.45 $ 0.46 $ 1.66

Basic EPS $ 0.16 $ 0.46

Dilutive effect of share based payments (in thousands) 142 589

Weighted average number of diluted Common stock (in thousands) 57,200 59,229

Diluted Earnings (loss) per share $ ( 0.35 ) $ 0.44 $ 0.46 $ 1.65

Diluted EPS $ 0.16 $ 0.45

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.

The income tax benefit for the three months ended September 30, 2024 was $ 10.8 million compared to income tax expense of $ 8.9 million

The income tax expense for the three months ended March 31, 2025 and 2024 were $ 8.9 million and $ 13.5 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

for the three months ended September 30, 2023.

Income tax expense for the nine months ended September 30, 2024 and 2023 was $ 11.8 million and $ 45.0 million, respectively.

Our effective income tax rates were as follows:

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

2024 2023 2024 2023

Three Months Ended March 31,

Effective income tax rates 50.9 % 33.7 %

The change in our effective tax rate for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

The 2024 effective tax rate was further impacted by $ 18.2 million of tax benefit related to Loss due to misappropriation of assets, net.

For further discussion refer to Note J.

Commitments and Contingencies in the Condensed Consolidated Financial Statements.

The change in our effective tax rate for the three and three months ended March 31, 2025 as compared to the three and three months ended March 31, 2024 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Commitments and Contingencies

Commitments— In the second quarter of 2024, we invested in Alpha Carbone (“AC”), a French tire recycling company.

This partnership will enable AC to produce commercial volumes of tire pyrolysis oil and recovered carbon black.

In addition, we entered in a long-term supply agreement for the tire pyrolysis oil produced by AC.

The tire pyrolysis oil will be used to manufacture circular carbon black for tire and rubber goods customers.

We invested approximately $ 0.3 million (€ 0.3 million) in shares of AC and $ 1.9 million (€ 1.7 million) in a convertible bond.

We agreed to contribute an additional $ 5.6 million (€ 5.0 million) in convertible bonds to be paid in 10 installments through 2025.

Legal Proceedings— We are subject to various lawsuits and claims including, but not limited to, matters involving contract disputes, environmental damages, personal injury and property damage.

3 unchanged sentences

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.

Loss due to misappropriation of assets, net —On August 10, 2024, the Company determined that a Company employee, who is not a Named Executive Officer, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties.

As a result of this incident, we recognized a one-time pre-tax charge of approximately $ 59.2 million for the unrecovered fraudulently induced wire transfers.

The Company has cooperated, and will continue to cooperate, with law enforcement as appropriate and is pursuing recovery of these funds through all legally available means, including potentially available insurance coverage.

The incident did not result in any unauthorized access to data or systems maintained by the Company.

The business and operations of the Company were not affected.

In addition, we incurred $ 1.5 million of professional fees in connection with our investigations.

Together, the amount of $ 60.7 million is reported in Loss due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

We recognized $ 18.2 million of tax benefit related to Loss due to misappropriation of assets, net.

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, 2024, the Company had guarantees totaling $ 31.6 million issued by various financial institutions.

Notes to the Condensed Consolidated Financial Statements—(continued)

As of March 31, 2025, the Company had guarantees totaling $ 24.3 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.

Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the chief operating decision maker (“CODM”).

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.

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 September 30, 2024 and 2023 are as follows:

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended March 31, 2025 and 2024 are as follows:

Rubber Specialty Corporate Total

1 unchanged sentence

Net sales from external customers $ 317.0 $ 160.7 $ — $ 477.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 18.3 12.5 — 30.8

Cost of Sales 258.9 120.7 — 379.6

Gross Profit 58.1 40.0 — 98.1

Selling, general and administrative expenses 36.1 22.0 0.3 58.4

Other segment items 4.6 3.6 0.3 8.5

Income (loss) from operations 17.4 14.4 ( 0.6 ) 31.2

LTIP and other non-operating charges 1.8 0.6 0.6 3.0

Equity in earnings of affiliated companies, net of tax 0.5 — — 0.5

Interest and other financial expense, net ( 15.9 ) ( 15.9 )

Adjusted EBITDA 52.9 27.2 — 80.1

Net sales from external customers $ 315.8 $ 150.4 $ — $ 466.2

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 21.1 10.4 — 31.5

Equity in earnings of affiliated companies, net of tax 0.1 — — 0.1

Interest and other financial expense, net ( 12.9 ) ( 12.9 )

Reclassification of actuarial gain from AOCI 2.2 2.2

Adjusted EBITDA $ 40.8 $ 25.4 $ — $ 66.2

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the nine months ended September 30, 2024 and 2023:

Rubber Specialty Corporate Total

(In millions)

Assets $ 1,105.4 $ 732.6 $ 130.2 $ 1,968.2

Capital expenditures 14.1 15.1 — 29.2

Net sales from external customers $ 332.0 $ 170.9 $ — $ 502.9

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 53.1 36.9 — 90.0

Cost of Sales 251.5 129.2 — 380.7

Gross Profit 80.5 41.7 — 122.2

Selling, general and administrative expenses 38.4 22.9 0.2 61.5

Other segment items 3.7 4.2 — 7.9

Income (loss) from operations 38.4 14.6 ( 0.2 ) 52.8

LTIP and other non-operating charges 2.2 1.1 0.2 3.5

Equity in earnings of affiliated companies, net of tax 0.1 — — 0.1

Interest and other financial expense, net ( 40.8 ) ( 40.8 )

Adjusted EBITDA 157.4 83.1 — 240.5

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 16.7 12.2 — 28.9

Excluding 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 losses from AOCI 6.7 6.7

Adjusted EBITDA $ 57.4 $ 27.9 $ — $ 85.3

Assets $ 1,021.6 $ 717.6 $ 135.4 $ 1,874.6

Capital expenditures 18.4 14.7 — 33.1

Other segment items —Other segment items for each reportable segment includes Research and Development costs and Other expense (income), net.

Notes to the Condensed Consolidated Financial Statements—(continued)

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,

2024 2023 2024 2023

Three Months Ended March 31,

(In millions)

Income (loss) before earnings in affiliated companies and income taxes $ ( 31.2 ) $ 35.0 $ 38.3 $ 143.2

Corporate charges 64.4 3.6 70.9 6.4

Income before earnings in affiliated companies and income taxes $ 17.5 $ 40.1

LTIP and other non-operating charges 3.0 3.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 31.5 28.9

1 unchanged sentence

Interest and other financial expense, net 13.7 12.7

Reclassification of actuarial gain from AOCI — ( 2.2 ) — ( 6.7 )

Adjusted EBITDA $ 66.2 $ 85.3

Corporate charges include the following:

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

2024 2023 2024 2023

LTIP and other non-operating charges include the following:

Three Months Ended March 31,

(In millions)

Loss due to misappropriation of assets, net:

Misappropriation of assets, net $ 59.2 $ — $ 59.2 $ —

Professional fees related to misappropriation of assets $ 1.5 $ — $ 1.5 $ —

Long term incentive plan $ 2.7 $ 3.5

Other non-operating 0.3 —

Corporate Charges $ 64.4 $ 3.6 $ 70.9 $ 6.4

LTIP and other non-operating charges $ 3.0 $ 3.5

Subsequent Events

Cash Flows Hedge—Subsequent March 31, 2025 , to hedge the variable interest rate Euro-denominated term loan, on April 25, 2025, the Company entered into two interest rate swaps aggregating to € 200.0 million.

The fixed interest rates vary between 1.925 % and 1.928 % as compared to the floating rate, which is based on SOFR.

The interest rate swaps will expire on September 25, 2028 in line with the maturity of the Term-Loan.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

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