Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-36563

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

00-0000000

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring

Texas

77389

(Address of Principal Executive Offices)

(Zip Code)

(281) 318-2959

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	OEC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The registrant had 58,356,621 shares of common stock outstanding as of July 26, 2024.

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Orion S.A.

TABLE OF CONTENTS


PART I - Financial Information						1
Item 1. Financial Statements and Supplementary Data (Unaudited)						1
Condensed Consolidated Statements of Operations						1
Condensed Consolidated Statements of Comprehensive Income						2
Condensed Consolidated Balance Sheets						3
Condensed Consolidated Statements of Cash Flows						4
Condensed Consolidated Statements of Changes in Stockholders’ Equity						5
Notes to the Condensed Consolidated Financial Statements (Unaudited)						6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						16
Item 3. Quantitative and Qualitative Disclosures About Market Risk						26
Item 4. Controls and Procedures						26

PART II - Other Information						27
Item 1. Legal Proceedings						27
Item 1A. Risk Factors						27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						27
Item 3. Defaults Upon Senior Securities						27
Item 4. Mine Safety Disclosures						27
Item 5. Other						27
Item 6. Exhibits						27
Signatures						28

Table of Contents

Orion S.A.

PART I - Financial Information

Item 1. Financial Statements and Supplementary Data (Unaudited)

Condensed Consolidated Statements of Operations


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
Net sales	$	477.0	$	458.8	$	979.9	$	959.5
Cost of sales	367.2		341.7		747.9		706.0
Gross profit	109.8		117.1		232.0		253.5

Selling, general and administrative expenses	60.3		55.0		121.8		112.7
Research and development costs	6.5		5.9		13.1		12.1

Other (income) expenses, net	1.4		(2.7)		2.7		(3.7)


Income from operations	41.6		58.9		94.4		132.4

Interest and other financial expense, net	12.2		13.5		24.9		28.7
Reclassification of actuarial gain from AOCI	—		(2.3)		—		(4.5)
Income before earnings in affiliated companies and income taxes	29.4		47.7		69.5		108.2

Income tax expense	9.1		17.8		22.6		36.1
Earnings in affiliated companies, net of tax	0.2		0.2		0.3		0.3
Net income	$	20.5	$	30.1	$	47.2	$	72.4

Weighted-average shares outstanding (in thousands):
Basic	58,388		59,012		58,514		59,646
Diluted	59,185		59,510		59,229		60,085
Earnings per share:
Basic	$	0.35	$	0.51	$	0.81	$	1.21
Diluted	$	0.35	$	0.51	$	0.80	$	1.20

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Net income	$	20.5	$	30.1	$	47.2	$	72.4
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(8.3)		(5.2)		(14.7)		(12.5)


Net losses on derivatives	(1.2)		(0.4)		(1.7)		(2.2)
Defined benefit plans, net	0.1		(1.5)		0.2		(2.9)
Other comprehensive loss	(9.4)		(7.1)		(16.2)		(17.6)
Comprehensive income	$	11.1	$	23.0	$	31.0	$	54.8

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Balance Sheets


	June 30, 2024		December 31, 2023
	(In millions, except share data)
ASSETS
Current assets
Cash and cash equivalents	$	34.2	$	37.5
Accounts receivable, net	272.2		241.0

Inventories, net	284.5		287.1
Income tax receivables	9.2		6.1
Prepaid expenses and other current assets	77.8		74.4
Total current assets	677.9		646.1
Property, plant and equipment, net	919.5		900.1
Right-of-use assets	123.6		110.6
Goodwill	73.7		76.1
Intangible assets, net	22.5		25.5
Investment in equity method affiliates	5.0		5.1
Deferred income tax assets	44.2		30.0

Other assets	42.4		39.9
Total non-current assets	1,230.9		1,187.3
Total assets	$	1,908.8	$	1,833.4

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	186.2	$	183.7
Current portion of long-term debt and other financial liabilities	173.6		137.0

Accrued liabilities	38.3		41.7
Income taxes payable	30.2		34.2
Other current liabilities	61.0		43.7
Total current liabilities	489.3		440.3
Long-term debt, net	660.7		677.3
Employee benefit plan obligation	59.8		60.4
Deferred income tax liabilities	75.1		66.3
Other liabilities	120.0		110.6
Total non-current liabilities	915.6		914.6
Commitments and contingencies
Stockholders' equity
Common stock
Authorized: 65,035,579 and 65,035,579 shares with no par value
Issued – 60,992,259 and 60,992,259 shares with no par value
Outstanding – 58,356,621 and 57,898,772 shares	85.3		85.3
Treasury stock, at cost, 2,635,638 and 3,093,487	(62.7)		(70.1)
Additional paid-in capital	76.2		85.6
Retained earnings	461.2		417.6
Accumulated other comprehensive loss	(56.1)		(39.9)
Total stockholders' equity	503.9		478.5
Total liabilities and stockholders' equity	$	1,908.8	$	1,833.4

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Cash Flows


	Six Months Ended June 30,
	2024		2023
	(In millions)
Cash flows from operating activities:
Net income	$	47.2	$	72.4
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	59.2		52.9

Amortization of debt issuance costs	0.8		1.3
Share-based compensation	6.5		4.7
Deferred tax provision	(6.0)		1.4

Foreign currency transactions	0.3		4.9
Reclassification of actuarial gain from AOCI	—		(4.5)
Other operating non-cash items, net	—		(0.5)

Changes in operating assets and liabilities, net:
Trade receivables	(39.3)		99.0
Inventories	(5.4)		6.2
Trade payables	5.1		(8.3)
Other provisions	(0.7)		(9.3)
Income tax liabilities	(3.0)		(7.4)
Other assets and liabilities, net	(3.0)		(6.6)
Net cash provided by operating activities	61.7		206.2
Cash flows from investing activities:
Acquisition of property, plant and equipment	(87.8)		(69.1)


Net cash used in investing activities	(87.8)		(69.1)
Cash flows from financing activities:
Proceeds from long-term debt borrowings	—		7.8
Repayments of long-term debt	(2.1)		(1.5)
Payments for debt issue costs	(0.2)		(0.2)
Cash inflows related to current financial liabilities	115.9		85.6
Cash outflows related to current financial liabilities	(80.9)		(160.4)
Dividends paid to shareholders	(2.4)		(2.5)
Repurchase of common stock	(6.8)		(49.5)


Net cash provided by (used in) financing activities	23.5		(120.7)
Increase (decrease) in cash, cash equivalents and restricted cash	(2.6)		16.4
Cash, cash equivalents and restricted cash at the beginning of the period	40.2		63.4
Effect of exchange rate changes on cash	(1.8)		0.1
Cash, cash equivalents and restricted cash at the end of the period	35.8		79.9
Less restricted cash at the end of the period	1.6		2.6
Cash and cash equivalents at the end of the period	$	34.2	$	77.3

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A.

Condensed Consolidated Statements of Changes in Stockholders’ Equity


			Common stock			Treasury shares		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Total
(In millions, except share and per share amounts)			Number	Amount
Balance at January 1, 2024			57,898,772	$	85.3	$	(70.1)	$	85.6	$	417.6	$	(39.9)	$	478.5
Net income			—	—		—		—		26.7		—		26.7
Other comprehensive loss, net of tax			—	—		—		—		—		(6.8)		(6.8)
Dividends	$0.02	per share	—	—		—		—		(1.2)		—		(1.2)
Repurchases of Common stock			(294,000)	—		(6.8)		—		—		—		(6.8)
Share 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			—	—		—		—		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




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 loss, net of tax			—	—		—		—		—		(10.5)		(10.5)
Dividends	$0.02	per share	—	—		—		—		(1.3)		—		(1.3)
Repurchases of Common stock			(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 March 31, 2023			59,416,191	85.3		(35.2)		73.9		360.0		(23.0)		461.0
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

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Orion S.A

Notes to the Condensed Consolidated Financial Statement (Unaudited)


Table of Contents—Notes
Note A.	Organization, Description of the Business and Summary of Significant Accounting Policies	7
Note B.	Accounts Receivable	8
Note C.	Inventories	7
Note D.	Debt and Other Obligations	8
Note E.	Financial Instruments and Fair Value Measurement	9
Note F.	Employee Benefit Plans	11
Note G.	Accumulated Other Comprehensive Income (Loss)	11
Note H.	Earnings Per Share	12
Note I.	Income Taxes	12
Note J.	Commitments and Contingencies	13
Note K.	Financial Information by Segment	13

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note A. Organization, Description of the Business and Summary of Significant Accounting Policies

Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 2023.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. 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. This ASU:

•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. This ASU:

•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 future periods.

Note B. Accounts Receivable

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


	June 30, 2024		December 31, 2023
	(In millions)
Accounts receivable	$	274.1	$	242.2
Expected credit losses	(1.9)		(1.2)
Accounts receivable, net	$	272.2	$	241.0

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Accounts Receivable Factoring Facilities―For the three months ended June 30, 2024 and 2023 the gross amount of receivables sold were $110.8 million and $125.2 million, respectively. For the six months ended June 30, 2024 and 2023 the gross amount of receivables sold were $218.4 million and $194.1 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 June 30, 2024 and 2023 the loss on receivables sold was approximately $1.3 million and $1.3 million, respectively. For the six months ended June 30, 2024 and 2023 the loss on receivables sold was approximately $2.4 million and $1.8 million, respectively.

Note C. Inventories

Inventories, net of reserves, are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Raw materials, consumables and supplies, net	$	115.3	$	113.8
Work in process	0.1		0.2
Finished goods, net	169.1		173.1
Inventories, net	$	284.5	$	287.1

Note D. Debt and Other Obligations

Debt and other obligations are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Current
Current portion of Term-Loan	$	3.0	$	3.1
Deferred debt issuance costs - Term-Loan	(0.8)		(0.8)
Current portion of China Term-Loan	3.4		—
Other short-term debt and obligations	168.0		134.7
Current portion of long-term debt and other financial liabilities	173.6		137.0
Non-current
Term-Loan	609.9		621.8
Deferred debt issuance costs - Term-Loan	(2.6)		(3.1)
China Term-Loan	53.4		58.6

Long-term debt, net	660.7		677.3
Total	$	834.3	$	814.3

a.Revolving credit facility

As of June 30, 2024, total capacity under our senior secured revolving credit facility (the “RCF”) and Ancillary facilities is €280 million ($299.8 million). As of June 30, 2024 and December 31, 2023, availability under the RCF and Ancillary facilities is $157.4 million and $221.6 million, respectively.

There were no borrowings under the RCF as of June 30, 2024 or December 31, 2023.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

b.Other Short-Term Debt and Obligations


	June 30, 2024		December 31, 2023
	(In millions)
Revolving Credit Facility	$	—	$	—

Ancillary Credit Facilities
OEC GmbH outstanding borrowings	124.0		88.8
OEC LLC outstanding borrowings	12.4		21.1

Brazil Uncommitted Local Lines of Credit (capacity $2.8 million)	—		—
Korea Working Capital Loan (capacity $38.1 million)
Uncommitted	1.8		1.9
Committed	23.3		20.1
China Working Capital Loans
Qingdao (capacity $6.9 million)	5.4		2.8
Huaibei (capacity $21.4 million)	1.1		—



Total of Other Short-term Debt and Obligations	$	168.0	$	134.7

Supplemental information:
Total ancillary capacity - EUR	€	214.0	€	214.0
Total ancillary capacity - U.S. Dollars	$	229.1	$	236.5

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

For additional information relating to our debt, see “Note J. Debt and Other Obligations”, included in our Annual Report in Form 10-K for the year ended December 31, 2023.

Note E. Financial Instruments and Fair Value Measurement

Risk management

We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes.

By using derivative instruments, we are subject to credit and market risk. To minimize counterparty credit (or repayment) risk, we enter into transactions primarily with investment grade financial institutions. 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 June 30, 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:


	June 30, 2024				December 31, 2023				Balance Sheet Classification
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Assets
Derivatives designated as hedges:
Cross currency swaps	$	197.0	$	37.8	$	197.0	$	31.3	Other financial assets (non-current)
Interest rate swaps	294.4		0.6		303.9		4.6		Other financial assets (non-current)
Total	$	491.4	$	38.4	$	500.9	$	35.9

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 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 2024 or 2023.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

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 Condensed Consolidated Balance Sheets.


	June 30, 2024				December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Non-derivatives:
Liabilities:
Term-Loan	$	612.9	$	606.3	$	624.9	$	617.0
China Term-Loan	56.8		57.1		58.6		57.1
Total	$	669.7	$	663.4	$	683.5	$	674.1

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

At both June 30, 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.

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 Jun 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	$	0.1	$	(0.8)	$	0.4	$	0.4	Interest and other financial expense, net
Interest rate swaps	(2.1)		—		—		—		Interest and other financial expense, net

Total	$	(2.0)	$	(0.8)	$	0.4	$	0.4


	Effect of Financial Instruments
	Six Months Ended June 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	$	0.8	$	(3.0)	$	0.8	$	0.8	Interest and other financial expense, net
Interest rate swaps	(4.1)		(0.9)		—		—		Interest and other financial expense, net

Total	$	(3.3)	$	(3.9)	$	0.8	$	0.8

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.

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.

See “Note K. Financial Instruments and Fair Value Measurement”, included in our Annual Report in Form 10-K for the year ended December 31, 2023, for additional information relating to our derivatives instruments.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Note F. Employee Benefit Plans

Provisions for pensions are established to cover benefit plans for retirement, disability and surviving dependents’ pensions. The benefit obligations vary depending on the legal, tax and economic circumstances in various countries in which the Company operates. Generally, the level of benefit depends on the length of service and the remuneration.

Net periodic defined benefit pension costs include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Service cost	$	0.2	$	0.2	$	0.5	$	0.5
Interest cost	0.8		0.7		1.2		1.3

Amortization of actuarial (gain)	—		(2.3)		—		(4.5)
Net periodic pension cost	$	1.0	$	(1.4)	$	1.7	$	(2.7)

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.

Note G. Accumulated Other Comprehensive Income (Loss)

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
	(In millions)
Balance at January 1, 2024	$	(55.1)	$	16.1	$	(0.9)	$	(39.9)
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)
Amounts reclassified from AOCI	—		0.4		—		0.4
Income tax effects on reclassifications	—		(0.1)		—		(0.1)
Currency translation AOCI	—		(0.5)		—		(0.5)
Balance at March 31, 2024	(61.5)		15.6		(0.8)		(46.7)
Other comprehensive 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)

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Orion S.A

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, 2023	$	(47.5)	$	24.4	$	10.6	$	(12.5)
Other comprehensive income before reclassifications	(7.8)		(3.3)		—		(11.1)
Income tax effects before reclassifications	0.5		1.0		—		1.5
Amounts reclassified from AOCI	—		0.4		(2.2)		(1.8)
Income tax effects on reclassifications	—		(0.1)		0.7		0.6
Currency translation AOCI	—		0.2		0.1		0.3
Balance at March 31, 2023	(54.8)		22.6		9.2		(23.0)
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)

Note H. Earnings Per Share

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
Net income attributable to ordinary equity holders	$	20.5	$	30.1	$	47.2	$	72.4
Weighted average number of Common stock (in thousands)	58,388		59,012		58,514		59,646
Basic EPS	$	0.35	$	0.51	$	0.81	$	1.21
Dilutive effect of share based payments (in thousands)	797		498		715		439
Weighted average number of diluted Common stock (in thousands)	59,185		59,510		59,229		60,085
Diluted EPS	$	0.35	$	0.51	$	0.80	$	1.20

Note I. Income Taxes

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period as discrete items. Valuation allowances are provided against any future tax benefits that arise from losses in jurisdictions for which no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and by the Company’s projected earnings mix by tax jurisdiction. 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 June 30, 2024 and 2023 was $9.1 million and $17.8 million, respectively.

Income tax expense for the six months ended June 30, 2024 and 2023 was $22.6 million and $36.1 million, respectively.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Our effective income tax rates were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Effective income tax rates	31.0	%	37.3	%	32.5	%	33.4	%

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

Note J. 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 $0.7 million (€0.7 million) in a convertible bond. We agreed to contribute an additional $6.4 million (€6.0 million) in convertible bonds to be paid in 12 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. We vigorously defend ourselves and prosecute these matters as appropriate. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.

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 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 June 30, 2024, the Company had guarantees totaling $26.9 million issued by various financial institutions.

Note K. Financial Information by Segment

Segment information

We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting. We manage our business in two operating segments as follows:

•Rubber Carbon Black—Used in the reinforcement of rubber in tires and mechanical rubber goods, and

•Specialty Carbon Black—Used for protection, colorization and conductivity in coatings, polymers, batteries, printing and other special applications.

Corporate includes income and expenses that cannot be directly allocated to the business segments or that are managed at the corporate level. 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 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, 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.

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Orion S.A

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended June 30, 2024 and 2023 are as follows:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	311.5	$	165.5	$	—	$	477.0
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	18.1		12.2		—		30.3
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(12.2)		(12.2)



Adjusted EBITDA	47.1		28.0		—		75.1

2023
Net sales from external customers	$	309.3	$	149.5	$	—	$	458.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	17.9		9.3		—		27.2
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(13.5)		(13.5)
Reclassification of actuarial gain from AOCI					2.3		2.3


Adjusted EBITDA	57.4		29.9		—		87.3

Segment operating results for the six months ended June 30, 2024 and 2023:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	643.5	$	336.4	$	—	$	979.9

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	34.8		24.4		—		59.2

Equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(24.9)		(24.9)

Adjusted EBITDA	104.5		55.9		—		160.4


2023
Net sales from external customers	$	648.0	$	311.5	$	—	$	959.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	33.7		19.2		—		52.9

Excluding equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(28.7)		(28.7)
Reclassification of actuarial losses from AOCI					4.5		4.5
Adjusted EBITDA	121.2		67.2		—		188.4

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Orion S.A

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Income before earnings in affiliated companies and income taxes	$	29.4	$	47.7	$	69.5	$	108.2
Corporate charges	3.0		1.0		6.5		2.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	30.3		27.2		59.2		52.9
Equity in earnings of affiliated companies, net of tax	0.2		0.2		0.3		0.3
Interest and other financial expense, net	12.2		13.5		24.9		28.7
Reclassification of actuarial gain from AOCI	—		(2.3)		—		(4.5)
Adjusted EBITDA	$	75.1	$	87.3	$	160.4	$	188.4

Corporate charges include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)


Long term incentive plan	$	3.0	$	2.6	$	6.5	$	4.7





Other non-operating	—		(1.6)		—		(1.9)
Corporate Charges	$	3.0	$	1.0	$	6.5	$	2.8

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Orion S.A.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended June 30, 2024 and 2023 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

Non-GAAP Financial Measures

We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below.

These non-GAAP measures include, but are not limited to, Gross profit per metric ton, Adjusted EBITDA, Net Working Capital, Capital Expenditures and Segment Adjusted EBITDA Margin (in percentage).

We define:

•Gross profit per metric ton—Gross profit divided by volume measured in metric tons.

•Adjusted EBITDA—Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, etc.) plus Earnings in affiliated companies, net of tax.

•Net Working Capital—Inventories, net plus Accounts receivable, net minus Accounts payable.

•Capital Expenditures—Cash paid for the acquisition of property, plant and equipment.

•Segment Adjusted EBITDA Margin (in percentage)—Segment Adjusted EBITDA divided by segment revenue.

Adjusted EBITDA is used by our chief operating decision maker (“CODM”) to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business.

However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.

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Orion S.A.

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

Reconciliation of Non-GAAP Financial Measures

The following tables present a reconciliation of each Non-GAAP measure to the most directly comparable GAAP measure:

Reconciliation of Gross profit per metric ton:


	Three Months Ended June 30,							Six Months Ended June 30,
	2024		2023		Delta			2024		2023		Delta
	(In millions)						%	(In millions)						%
Net sales	$	477.0	$	458.8	$	18.2	4.0	$	979.9	$	959.5	$	20.4	2.1
Cost of sales	(367.2)		(341.7)		(25.5)		7.5	(747.9)		(706.0)		(41.9)		5.9
Gross profit	$	109.8	$	117.1	$	(7.3)	(6.2)	$	232.0	$	253.5	$	(21.5)	(8.5)
Volume (in kmt)	233.1		227.3		5.8		2.6	481.5		460.8		20.7		4.5
Gross profit per metric ton	$	471.0	$	515.2	$	(44.2)	(8.6)	$	481.8	$	550.1	$	(68.3)	(12.4)

Reconciliation of Net income to Adjusted EBITDA:


	Three Months Ended June 30,							Six Months Ended June 30,
	2024		2023		Delta			2024		2023		Delta
	(In millions)						%	(In millions)						%
Net income	$	20.5	$	30.1	$	(9.6)	(31.9)	$	47.2	$	72.4	$	(25.2)	(34.8)
Add back Income tax expense	9.1		17.8		(8.7)		(48.9)	22.6		36.1		(13.5)		(37.4)
Add back Equity in earnings of affiliated companies, net of tax	(0.2)		(0.2)		—		—	(0.3)		(0.3)		—		—
Income before earnings in affiliated companies and income taxes	29.4		47.7		(18.3)		(38.4)	69.5		108.2		(38.7)		(35.8)
Add back Interest and other financial expense, net	12.2		13.5		(1.3)		(9.6)	24.9		28.7		(3.8)		(13.2)
Add back Reclassification of actuarial gain from AOCI	—		(2.3)		2.3		(100.0)	—		(4.5)		4.5		(100.0)
Income from operations	41.6		58.9		(17.3)		(29.4)	94.4		132.4		(38.0)		(28.7)
Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets	30.3		27.2		3.1		11.4	59.2		52.9		6.3		11.9
EBITDA	71.9		86.1		(14.2)		(16.5)	153.6		185.3		(31.7)		(17.1)
Equity in earnings of affiliated companies, net of tax	0.2		0.2		—		—	0.3		0.3		—		—






Long term incentive plan	3.0		2.6		0.4		15.4	6.5		4.7		1.8		38.3


Other adjustments	—		(1.6)		1.6		(100.0)	—		(1.9)		1.9		(100.0)
Adjusted EBITDA	$	75.1	$	87.3	$	(12.2)	(14.0)	$	160.4	$	188.4	$	(28.0)	(14.9)
Adjusted EBITDA Specialty Carbon Black	$	28.0	$	29.9	$	(1.9)	(6.4)	$	55.9	$	67.2	$	(11.3)	(16.8)
Adjusted EBITDA Rubber Carbon Black	$	47.1	$	57.4	$	(10.3)	(17.9)	$	104.5	$	121.2	$	(16.7)	(13.8)

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Orion S.A.

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

Operating Results

The table below presents our historical results derived from our Condensed Consolidated Financial Statements for the periods indicated.


	Three Months Ended June 30,				Year-Over Year
	2024		2023		Delta
	(In millions)						%
Net sales	$	477.0	$	458.8	$	18.2	4.0
Cost of sales	367.2		341.7		25.5		7.5
Gross profit	109.8		117.1		(7.3)		(6.2)
Selling, general and administrative expenses	60.3		55.0		5.3		9.6
Research and development costs	6.5		5.9		0.6		10.2

Other (income) expenses, net	1.4		(2.7)		4.1		(151.9)


Income from operations	41.6		58.9		(17.3)		(29.4)
Interest and other financial expense, net	12.2		13.5		(1.3)		(9.6)
Reclassification of actuarial gain from AOCI	—		(2.3)		2.3		(100.0)
Income before earnings in affiliated companies and income taxes	29.4		47.7		(18.3)		(38.4)
Income tax expense	9.1		17.8		(8.7)		(48.9)
Earnings in affiliated companies, net of tax	0.2		0.2		—		—
Net income	20.5		30.1		(9.6)		(31.9)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(8.3)		(5.2)		(3.1)		59.6
Net losses on derivatives	(1.2)		(0.4)		(0.8)		200.0
Defined benefit plans, net	0.1		(1.5)		1.6		(106.7)
Total other comprehensive (loss) income, net of tax	(9.4)		(7.1)		(2.3)		32.4
Comprehensive income	$	11.1	$	23.0	$	(11.9)	(51.7)

Net sales

Volume for the three months ended June 30, 2024 increased in aggregate by 5.8 kmt to 233.1 kmt, year over year, due to higher volume in Specialty Carbon Black segment.

Net sales for the three months ended June 30, 2024 increased by $18.2 million, or 4.0%, to $477.0 million, year over year, primarily driven by higher volume in Specialty Carbon Black segment, the pass-through effect from higher oil prices and improved contractual pricing. Those were partially offset by unfavorable currency translation.

Cost of sales

Cost of sales for the three months ended June 30, 2024 increased by $25.5 million, or 7.5%, to $367.2 million year over year, primarily due to higher volume in Specialty Black Carbon segment and higher oil prices.

Gross profit

Gross profit for the three months ended June 30, 2024 decreased by $7.3 million, or 6.2%, to $109.8 million, year over year. The decrease was driven primarily by favorable impact from the pass-through of raw material costs in the prior year, higher fixed costs and lower cogeneration.

Gross profit per metric ton decreased by 8.6% to $471.0, year over year.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended June 30, 2024 increased by $5.3 million, or 9.6% to $60.3 million, year over year, driven by higher freight and personnel costs.

Provision for income taxes

For the three months ended June 30, 2024, and 2023 the Company recognized Income before earnings in affiliated companies and income taxes of $29.4 million, compared to $47.7 million, respectively. The provision for income taxes was an expense of $9.1 million and $17.8 million for the three months ended June 30, 2024 and 2023, respectively. The effective tax rate for the three months ended June 30, 2024, and 2023 was 31.0% and 37.3%, respectively. The decrease in effective tax rate for three months ended June 30, 2024, as compared

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Orion S.A.

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

to the three months ended June 30, 2023, was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA decreased in the second quarter of 2024 by $12.2 million, or 14.0%, to $75.1 million, year over year.

The decrease was driven by favorable impact from the pass-through of raw material costs in the prior year, higher fixed costs and lower cogeneration. Those were partially offset by higher Specialty Carbon Black volume and improved contractual pricing.

Comprehensive Income

Comprehensive income decreased in the second quarter of 2024 by $11.9 million to $11.1 million, year over year. The components of Comprehensive income are discussed below:

Net income decreased by $9.6 million in the second quarter of 2024 compared to the second quarter of 2023.

The activities from the components of Other Comprehensive income are discussed below:

•$3.1 million of net unfavorable impact is related to unrealized loss due to foreign currency translation adjustments, and

•$0.8 million of net unfavorable impact is related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps, partially offset by

•$1.6 million of net favorable impact is related to changes in defined pension and other post-retirement benefits.

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Orion S.A.

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

For the six months ended June 30, 2024 compared to six months ended June 30, 2023


Condensed Consolidated Statement of Operations Data	Six Months Ended June 30,				Year-Over Year
	2024		2023		Delta
	(In millions)						%
Net sales	$	979.9	$	959.5	$	20.4	2.1
Cost of sales	747.9		706.0		41.9		5.9
Gross profit	232.0		253.5		(21.5)		(8.5)
Selling, general and administrative expenses	121.8		112.7		9.1		8.1
Research and development costs	13.1		12.1		1.0		8.3

Other (income) expenses, net	2.7		(3.7)		6.4		(173.0)


Income from operations	94.4		132.4		(38.0)		(28.7)
Interest and other financial expense, net	24.9		28.7		(3.8)		(13.2)
Reclassification of actuarial gain from AOCI	—		(4.5)		4.5		(100.0)
Income before earnings in affiliated companies and income taxes	69.5		108.2		(38.7)		(35.8)
Income tax expense	22.6		36.1		(13.5)		(37.4)
Earnings in affiliated companies, net of tax	0.3		0.3		—		—
Net income	47.2		72.4		(25.2)		(34.8)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(14.7)		(12.5)		(2.2)		17.6
Net losses on derivatives	(1.7)		(2.2)		0.5		(22.7)
Defined benefit plans, net	0.2		(2.9)		3.1		(106.9)
Total other comprehensive (loss) income, net of tax	(16.2)		(17.6)		1.4		(8.0)
Comprehensive income	$	31.0	$	54.8	$	(23.8)	(43.4)

Net sales

Volume increased by 20.7 kmt to 481.5 kmt compared to the six months ended June 30, 2023, primarily due to higher volume in Specialty Carbon Black segment.

Net sales increased by $20.4 million, or 2.1%, in the six months ended June 30, 2024 to $979.9 million, year over year, primarily driven by higher volume in Specialty Carbon Black segment and improved contractual pricing. This was partially offset by the pass-through effect of lower raw material costs and lower cogeneration.

Cost of sales

Cost of sales increased by $41.9 million, or 5.9%, to $747.9 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily due to higher Specialty Carbon Black segment volume and associated costs.

Gross profit

Gross profit decreased by $21.5 million, or 8.5%, to $232.0 million, and gross profit per metric ton decreased by 12.4% to $481.8 year over year. The decrease was primarily driven by higher fixed costs, favorable impact from the pass-through of raw material costs in the prior year and lower cogeneration.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $9.1 million, or 8.1%, to $121.8 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by higher freight and personnel costs.

Provision for income taxes

For the six months ended June 30, 2024, the Company recognized Income before earnings in affiliated companies and income taxes of $69.5 million, compared to $108.2 million in the six months ended June 30, 2023. The provision for income taxes was an expense of $22.6 million and $36.1 million for the six months ended June 30, 2024 and June 30, 2023, respectively. The effective tax rate for the six months ended June 30, 2024, was 32.5%, as compared to 33.4% for the six months ended June 30, 2023. The decrease in our effective tax rate for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, was primarily attributable to changes in

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

projected pre-tax income mix in countries with varying statutory tax rates.

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA decreased by $28.0 million, or 14.9%, from $188.4 million in the six months ended June 30, 2023 to $160.4 million in the six months ended June 30, 2024. The decrease was primarily due to favorable impact from the pass-through of raw material costs in the prior year, higher fixed costs and lower cogeneration. Those were partially offset by higher Specialty Carbon Black volume and improved contractual pricing.

Comprehensive Income

Comprehensive income decreased by $23.8 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Net income decreased by $25.2 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

The activities from the components of Other Comprehensive income are discussed below:

•$2.2 million of net unfavorable impact is related to unrealized loss due to foreign currency translation adjustments.

•$0.5 million of net favorable impacts is related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps, and

•$3.1 million of net favorable changes is related to defined pension and other post-retirement benefits.

Segment Discussion

Our operations are managed through two reportable segments, Specialty Carbon Black and Rubber Carbon Black. We use Segment Adjusted EBITDA as the measure of segment performance and profitability.

The table below presents our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.


	Three Months Ended June 30,							Six Months Ended June 30,
	2024		2023		Delta			2024		2023		Delta
	(In millions)						%	(In millions)						%
Specialty Carbon Black
Net sales	$	165.5	$	149.5	$	16.0	10.7	$	336.4	$	311.5	$	24.9	8.0
Cost of sales	126.0		106.9		19.1		17.9	255.2		216.8		38.4		17.7
Gross profit	$	39.5	$	42.6	$	(3.1)	(7.3)	$	81.2	$	94.7	$	(13.5)	(14.3)
Volume (kmt)	62.9		53.6		9.3		17.4	126.2		106.6		19.6		18.4
Adjusted EBITDA	$	28.0	$	29.9	$	(1.9)	(6.4)	$	55.9	$	67.2	$	(11.3)	(16.8)
Adjusted EBITDA margin (%)	16.9		20.0		(3.1)		(15.5)	16.6		21.6		(5.0)		(23.1)

Rubber Carbon Black
Net sales	$	311.5	$	309.3	$	2.2	0.7	$	643.5	$	648.0	$	(4.5)	(0.7)
Cost of sales	241.2		234.8		6.4		2.7	492.7		489.2		3.5		0.7
Gross profit	$	70.3	$	74.5	$	(4.2)	(5.6)	$	150.8	$	158.8	$	(8.0)	(5.0)
Volume (kmt)	170.2		173.7		(3.5)		(2.0)	355.3		354.2		1.1		0.3
Adjusted EBITDA	$	47.1	$	57.4	$	(10.3)	(17.9)	$	104.5	$	121.2	$	(16.7)	(13.8)
Adjusted EBITDA margin (%)	15.1		18.6		(3.5)		(18.8)	16.2		18.7		(2.5)		(13.4)

Specialty Carbon Black

Volume increased by 9.3 kmt, or 17.4%, year over year, to 62.9 kmt and increased by 19.6 kmt, or 18.4% year over year, to 126.2 kmt for the three and six months ended June 30, 2024, respectively, primarily due to volume recovery across all regions and end markets.

Net sales increased by $16.0 million, or 10.7%, year over year, to $165.5 million and increased by $24.9 million, or 8.0%, year over year, to $336.4 million for the three and six months ended June 30, 2024, respectively, primarily due to higher volume across all regions.

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

Gross profit decreased by $3.1 million, or 7.3%, year over year, to $39.5 million and decreased by $13.5 million, or 14.3%, year over year, to $81.2 million for the three and six months ended June 30, 2024, respectively, primarily driven by favorable impact from the pass-through of raw material costs in the prior year and lower cogeneration, partially offset by higher volume.

Adjusted EBITDA for the three months ended June 30, 2024 decreased by $1.9 million, or 6.4%, year over year, to $28.0 million. The decrease was primarily due to favorable impact from the pass-through of raw material costs in the prior year and lower cogeneration, partially offset by higher volume.

Adjusted EBITDA for the six months ended June 30, 2024 decreased by $11.3 million, or 16.8%, year over year, to $55.9 million. The decrease was primarily due to favorable impact from the pass-through of raw material costs in the prior year and higher fixed costs, partially offset by higher volume.

Adjusted EBITDA margin decreased by 310 basis points, year over year, to 16.9% and decreased by 500 basis points, year over year, to 16.6%, for the three and six ended June 30, 2024, respectively.

Rubber Carbon Black

Volume decreased by 3.5 kmt, or 2.0%, year over year, to 170.2 kmt, for the three months ended June 30, 2024, primarily due to lower demand in Americas and Asia.

Volume increased by 1.1 kmt, or 0.3%, year over year, to 355.3 kmt, for the six months ended June 30, 2024.

Net sales for the three months ended June 30, 2024 increased by $2.2 million, or 0.7%, year over year, to $311.5 million.

Net sales decreased by $4.5 million, or 0.7%, year over year, to $643.5 million for the six months ended June 30, 2024, primarily due to the pass-through effect of lower raw material costs, partially offset by improved contractual pricing.

Gross profit for the three and six months ended June 30, 2024 decreased by $4.2 million, or 5.6%, year over year, to $70.3 million and decreased by $8.0 million, or 5.0%, year over year, to $150.8 million, respectively. The decrease was primarily due to lower volume, partially offset by improved contractual pricing.

Adjusted EBITDA decreased by $10.3 million, or 17.9%, year over year, to $47.1 million for the three months ended June 30, 2024. The decrease was driven primarily by higher fixed costs, favorable impact from the pass-through of raw material costs in the prior year and lower cogeneration, partially offset by higher volume in Europe and improved contractual pricing.

Adjusted EBITDA decreased by $16.7 million, or 13.8%, to $104.5 million six months ended June 30, 2024. The decrease was driven primarily by higher fixed costs, favorable impact from the pass-through of raw material costs in the prior year, reduced volume in Americas and lower cogeneration, partially offset by higher volume in Europe and improved contractual pricing.

Adjusted EBITDA margin decreased 350 basis points to 15.1%, year over year and decreased 250 basis points to 16.2%, year over year for the three and six months ended June 30, 2024.

Liquidity and Capital Resources

Historical Cash Flows

The tables below present our historical cash flows derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.


	Six Months Ended June 30,
	2024		2023
	(In millions)
Net cash provided by operating activities	$	61.7	$	206.2
Net cash used in investing activities	(87.8)		(69.1)
Net cash provided by (used in) financing activities	23.5		(120.7)

2024

Net cash provided by operating activities during the six months ended June 30, 2024 was $61.7 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $218.4 million sale of certain accounts receivables, discussed in Note B. Accounts Receivable.

Net cash used in investing activities in the six months ended June 30, 2024 amounted to $87.8 million. The expenditures were primarily

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Orion S.A.

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

related to safety, maintenance and growth investments.

Net cash provided by financing activities during the six months ended June 30, 2024 amounted to $23.5 million. These inflows primarily consisted of $52.7 million related to other short-term debt borrowings, partially offset by $17.7 million, net related to repayment of our ancillary credit facilities.

2023

Net cash provided by operating activities for the six months ended June 30, 2023, amounted to $206.2 million. The cash provided by operating activities primarily reflects changes in working capital and higher Net income. Change in working capital includes $194.1 million sale of certain accounts receivables, discussed in Note B. Accounts Receivable.

Net cash used in investing activities for the six months ended June 30, 2023, amounted to $69.1 million. These expenditures were comprised of a combination of safety, maintenance-related and growth investments, as well as $19.4 million of expenditures associated with our, now completed, installation of emissions reduction technology to meet EPA requirements in the U.S.

Net cash used in financing activities for the six months ended June 30, 2023, amounted to $120.7 million. These outflows primarily consisted of $62.8 million related to the reduction of other short-term debt, $49.5 million for repurchase of common stock under the Stock Repurchase Program and $12.0 million, net related to repayment of our ancillary credit facilities.

Sources of Liquidity

Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multicurrency, senior secured revolving credit facility (the “RCF”) and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring.

We believe our anticipated future operating cash flows, the capacity under our existing credit facilities and uncommitted bilateral lines of credit, along with access to surety bonds, will be sufficient to finance our planned Capital expenditures, settle our commitments and contingencies, and address our normal anticipated working capital needs for the foreseeable future.

As of June 30, 2024, the company had total liquidity of $229.2 million, including cash and equivalents of $34.2 million, $157.4 million availability under our revolving credit facility, including ancillary lines, and $37.6 million of capacity under other available credit lines. Net debt was $803.5 million, and Net leverage was 2.64x.

Net working capital (A Non-GAAP Financial Measure)

We define Net working capital as the sum total of current Accounts receivable, net and Inventories, net less Accounts payable. Net working capital is a non-GAAP financial measure and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net working capital. The following table sets forth the principal components of our Net working capital as of the dates indicated.


	June 30, 2024		December 31, 2023
	(In millions)
Accounts receivable, net	$	272.2	$	241.0
Inventories, net	284.5		287.1
Accounts payable	(186.2)		(183.7)
Net working capital	$	370.5	$	344.4

Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur gradually over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time.

Our Net working capital increased from $344.4 million as of December 31, 2023, to $370.5 million as of June 30, 2024. The primary driver of the changes in working capital over the period was due to an increase in Accounts receivable, net. This increase was primarily driven by higher sales, partially offset by improved payment terms.

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Orion S.A.

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

Capital expenditures (A Non-GAAP Financial Measure)

We define Capital expenditures as cash paid for the acquisition of property, plant and equipment. We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We currently do not have any material commitments to make Capital expenditures and do not plan to make Capital expenditures outside the ordinary course of our business.

Off-Balance Sheet Arrangements

As of June 30, 2024, we did not have any off-balance sheet arrangements.

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Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. These statements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements concerning the potential exposure to market risks, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions.

Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target,” “to be” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters:

•our strategies for (i) maintaining or strengthening our position in Specialty Carbon Black or Rubber Carbon Black, (ii) maintaining or increasing our Specialty or Rubber Carbon Black margins and (iii) maintaining or strengthening the competitiveness of our operations;

•our profit and cash flow projections;

•the outcome of any in-progress, pending or possible litigation or regulatory proceedings;

•the expectations regarding environmental-related costs and liabilities;

•the expectations regarding the performance of our industry and the global economy, including foreign currency rate fluctuations;

•the sufficiency of our cash on hand, cash provided by operating activities and borrowings to pay our operating expenses, satisfy our debt obligations and fund capital expenditures;

•the ability to pay dividends;

•our anticipated spending on, and the timely completion and anticipated impacts of, capital projects including growth projects, and the construction of new plants;

•our projections and expectations for pricing, financial results and performance in 2024 and beyond;

•the status of contract negotiations with counterparties and the impact of new contracts on our business; and

•our expectation that the markets we serve will continue to demand our products.

All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others:

•possible negative or uncertain worldwide economic conditions and developments;

•the volatility and cyclicality of the industries in which we operate;

•the operational risks inherent in chemicals manufacturing, including disruptions due to technical facilities, severe weather conditions or natural disasters;

•our dependence on major customers and suppliers;

•unanticipated fluctuations in demand for our products, including due to factors beyond our control;

•our ability to compete in the industries and markets in which we operate;

•changes in the nature of transportation in the future, which may impact our customers and our business;

•our ability to successfully develop new products and technologies;

•the availability of substitutes for our products;

•our ability to implement our business strategies;

•our ability to respond to changes in feedstock prices and quality;

•our ability to realize benefits from investments, joint ventures, acquisitions or alliances;

•our ability to negotiate satisfactory terms with counterparties, the satisfactory performance by such counterparties of their obligations to us, as well as our ability to meet our performance obligations towards such counterparties;

•our ability to realize benefits from planned plant capacity expansions and planned and current site development projects, including our conductive additives facility at La Porte, Texas, and the impacts of potential delays to such expansions and development projects;

•any information technology systems failures, network disruptions and breaches of data security;

•our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages;

•our ability to recruit or retain key management and personnel;

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Orion S.A.

•our exposure to political or country risks inherent in doing business globally;

•any and all impacts from the Russia-Ukraine war and the Hamas-Israel conflict and/or any escalation thereof related energy costs, raw material availability or other economic disruptions;

•geopolitical events in the United States (“U.S.”), Middle-East, European Union (“EU”) and China, relations amongst Western countries and their neighbors, as well as future relations between the U.S., EU, China, and other countries and organizations;

•all environmental, health and safety laws and regulations, including nanomaterial and greenhouse gas emissions regulations, and the related costs of maintaining compliance and addressing liabilities;

•any possible future investigations and enforcement actions by governmental, supranational agencies or other organizations;

•our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases as well as other accidents;

•any market and regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy;

•any litigation or legal proceedings, including product liability, environmental or asbestos related claims;

•our ability to protect our intellectual property rights and know-how;

•our ability to generate the funds required to service our debt and finance our operations;

•any fluctuations in foreign currency exchange and interest rates;

•the availability and efficiency of hedging;

•any changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation;

•any potential impairments or write-offs of certain assets;

•any required increases in our pension fund or retirement-related contributions;

•the adequacy of our insurance coverage;

•any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;

•any challenges to our decisions and assumptions in assessing and complying with our tax obligations;

•the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg; and

•any current or future changes to disclosure requirements and obligations, including but not limited to new ESG-related disclosures, related audit requirements and our ability to comply with such obligations and requirements.

Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed under the captions “Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and “Risk Factors” and in “Note Q. Commitments and Contingencies” to our audited Consolidated Financial Statements regarding contingent liabilities, including litigation in our Annual Report in Form 10-K for the year ended December 31, 2023 and in our quarterly reports in Form 10-Q and the unaudited Condensed Consolidated Financial Statements contained therein. It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, as a result of new information, future events or other information, other than as required by applicable law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the period ended June 30, 2024 does not differ materially from “Item 7A” in our Annual Report in Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

As of June 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of that date.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Orion S.A.

PART II

Item 1. Legal Proceedings

We become involved from time to time in various claims and lawsuits arising from special projects or in the ordinary course of our business, such as employment related claims or asbestos litigation. Some matters involve claims for large amounts of damages as well as other relief. We believe, based on currently available information, that the results of the proceedings we are subject to, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results and cash flows for any particular period when the relevant costs are incurred. We note that 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.

Information regarding our litigation and legal proceedings can be found in Note J. Commitments and Contingencies to the Condensed Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

Item 1A. Risk Factors

There have been no material changes to risk factors associated with our business previously disclosed in “Item A. Risk Factors” in our Annual Report in Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

We did not repurchase any shares of common stock during the three and six months ended June 30, 2024.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits


Exhibit Number		Description







31.1	*	Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2	*	Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1	**	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2	**	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.

101.DEF		Inline XBRL Taxonomy Extension Definition Document.

104.0		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith
**	Furnished herewith
†	Management compensatory arrangement

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Orion S.A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		ORION S.A.

August 1, 2024	By	/s/ Jeffrey Glajch
		Name: Jeffrey Glajch
		Title: Chief Financial Officer

Exhibit 31.1 Certification by Corning F. Painter pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

I, Corning Painter, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Orion S.A.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2024 /s/ Corning Painter

Chief Executive Officer

Exhibit 31.2 Certification by Jeffrey Glajch pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

I, Jeffrey Glajch, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Orion S.A.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2024 /s/ Jeffrey Glajch

Chief Financial Officer

Exhibit 32.1 Certification by Corning F. Painter pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION

In connection with the Quarterly Report of Orion S.A. on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corning Painter, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2024 /s/ Corning Painter

Chief Executive Officer

Exhibit 32.2 Certification by Jeffrey Glajch pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION

In connection with the Quarterly Report of Orion S.A. on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey Glajch, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 1, 2024 /s/ Jeffrey Glajch

Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 26, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36563
Entity Registrant Name	ORION S.A.
Entity Incorporation, State or Country Code	N4
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1700 City Plaza Drive, Suite 300
Entity Address, City or Town	Spring
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77389
City Area Code	281
Local Phone Number	318-2959
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	OEC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		58,356,621
Entity Central Index Key	0001609804
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net sales	$ 477.0	$ 458.8	$ 979.9	$ 959.5
Cost of sales	367.2	341.7	747.9	706.0
Gross profit	109.8	117.1	232.0	253.5
Selling, general and administrative expenses	60.3	55.0	121.8	112.7
Research and development costs	6.5	5.9	13.1	12.1
Other (income) expenses, net	1.4	(2.7)	2.7	(3.7)
Income from operations	41.6	58.9	94.4	132.4
Interest and other financial expense, net	12.2	13.5	24.9	28.7
Reclassification of actuarial gain from AOCI	0.0	(2.3)	0.0	(4.5)
Income before earnings in affiliated companies and income taxes	29.4	47.7	69.5	108.2
Income tax expense	9.1	17.8	22.6	36.1
Earnings in affiliated companies, net of tax	0.2	0.2	0.3	0.3
Net income	$ 20.5	$ 30.1	$ 47.2	$ 72.4
Weighted-average shares outstanding (in thousands):
Basic (in shares)	58,388	59,012	58,514	59,646
Diluted (in shares)	59,185	59,510	59,229	60,085
Earnings per share:
Basic (in USD per share)	$ 0.35	$ 0.51	$ 0.81	$ 1.21
Diluted (in USD per share)	$ 0.35	$ 0.51	$ 0.80	$ 1.20

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 20.5	$ 30.1	$ 47.2	$ 72.4
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(8.3)	(5.2)	(14.7)	(12.5)
Net losses on derivatives	(1.2)	(0.4)	(1.7)	(2.2)
Defined benefit plans, net	0.1	(1.5)	0.2	(2.9)
Other comprehensive loss	(9.4)	(7.1)	(16.2)	(17.6)
Comprehensive income	$ 11.1	$ 23.0	$ 31.0	$ 54.8

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 34.2	$ 37.5
Accounts receivable, net	272.2	241.0
Inventories, net	284.5	287.1
Income tax receivables	9.2	6.1
Prepaid expenses and other current assets	77.8	74.4
Total current assets	677.9	646.1
Property, plant and equipment, net	919.5	900.1
Right-of-use assets	123.6	110.6
Goodwill	73.7	76.1
Intangible assets, net	22.5	25.5
Investment in equity method affiliates	5.0	5.1
Deferred income tax assets	44.2	30.0
Other assets	42.4	39.9
Total non-current assets	1,230.9	1,187.3
Total assets	1,908.8	1,833.4
Current liabilities
Accounts payable	186.2	183.7
Current portion of long-term debt and other financial liabilities	173.6	137.0
Accrued liabilities	38.3	41.7
Income taxes payable	30.2	34.2
Other current liabilities	61.0	43.7
Total current liabilities	489.3	440.3
Long-term debt, net	660.7	677.3
Employee benefit plan obligation	59.8	60.4
Deferred income tax liabilities	75.1	66.3
Other liabilities	120.0	110.6
Total non-current liabilities	915.6	914.6
Commitments and contingencies
Stockholders' equity
Common stock	85.3	85.3
Treasury stock, at cost, 2,635,638 and 3,093,487	(62.7)	(70.1)
Additional paid-in capital	76.2	85.6
Retained earnings	461.2	417.6
Accumulated other comprehensive loss	(56.1)	(39.9)
Total stockholders' equity	503.9	478.5
Total liabilities and stockholders' equity	$ 1,908.8	$ 1,833.4

Condensed Consolidated Balance Sheets (Parenthetical) - shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, shares authorized (in shares)	65,035,579	65,035,579
Common stock, shares issued (in shares)	60,992,259	60,992,259
Common stock, shares outstanding (in shares)	58,356,621	57,898,772
Treasury stock, cost (in shares)	2,635,638	3,093,487

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 47.2	$ 72.4
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	59.2	52.9
Amortization of debt issuance costs	0.8	1.3
Share-based compensation	6.5	4.7
Deferred tax provision	(6.0)	1.4
Foreign currency transactions	0.3	4.9
Reclassification of actuarial gain from AOCI	0.0	(4.5)
Other operating non-cash items, net	0.0	(0.5)
Changes in operating assets and liabilities, net:
Trade receivables	(39.3)	99.0
Inventories	(5.4)	6.2
Trade payables	5.1	(8.3)
Other provisions	(0.7)	(9.3)
Income tax liabilities	(3.0)	(7.4)
Other assets and liabilities, net	(3.0)	(6.6)
Net cash provided by operating activities	61.7	206.2
Cash flows from investing activities:
Acquisition of property, plant and equipment	(87.8)	(69.1)
Net cash used in investing activities	(87.8)	(69.1)
Cash flows from financing activities:
Proceeds from long-term debt borrowings	0.0	7.8
Repayments of long-term debt	(2.1)	(1.5)
Payments for debt issue costs	(0.2)	(0.2)
Cash inflows related to current financial liabilities	115.9	85.6
Cash outflows related to current financial liabilities	(80.9)	(160.4)
Dividends paid to shareholders	(2.4)	(2.5)
Repurchase of common stock	(6.8)	(49.5)
Net cash provided by (used in) financing activities	23.5	(120.7)
Increase (decrease) in cash, cash equivalents and restricted cash	(2.6)	16.4
Cash, cash equivalents and restricted cash at the beginning of the period	40.2	63.4
Effect of exchange rate changes on cash	(1.8)	0.1
Cash, cash equivalents and restricted cash at the end of the period	35.8	79.9
Less restricted cash at the end of the period	1.6	2.6
Cash and cash equivalents at the end of the period	$ 34.2	$ 77.3

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Millions	Total	Common stock	Treasury shares	Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2022		60,571,556
Beginning balance at Dec. 31, 2022	$ 459.4	$ 85.3	$ (8.8)	$ 76.4	$ 319.0	$ (12.5)
Increase (Decrease) in Stockholders' Equity
Net income	42.3				42.3
Other comprehensive loss, net of tax	(10.5)					(10.5)
Dividends	(1.3)				(1.3)
Repurchases of Common stock (in shares)		(1,286,915)
Repurchases of Common stock	(29.3)		(29.3)
Share based compensation	2.1			2.1
Issuance of stock under equity compensation plans (in shares)		131,550
Issuance of stock under equity compensation plans	(1.7)		2.9	(4.6)
Ending balance (in shares) at Mar. 31, 2023		59,416,191
Ending balance at Mar. 31, 2023	461.0	$ 85.3	(35.2)	73.9	360.0	(23.0)
Beginning balance (in shares) at Dec. 31, 2022		60,571,556
Beginning balance at Dec. 31, 2022	459.4	$ 85.3	(8.8)	76.4	319.0	(12.5)
Increase (Decrease) in Stockholders' Equity
Net income	72.4
Other comprehensive loss, net of tax	(17.6)
Ending balance (in shares) at Jun. 30, 2023		58,640,846
Ending balance at Jun. 30, 2023	464.2	$ 85.3	(54.0)	75.3	387.7	(30.1)
Beginning balance (in shares) at Mar. 31, 2023		59,416,191
Beginning balance at Mar. 31, 2023	461.0	$ 85.3	(35.2)	73.9	360.0	(23.0)
Increase (Decrease) in Stockholders' Equity
Net income	30.1				30.1
Other comprehensive loss, net of tax	(7.1)					(7.1)
Dividends	(2.4)				(2.4)
Repurchases of Common stock (in shares)		(822,595)
Repurchases of Common stock	(20.2)		(20.2)
Share based compensation	2.6			2.6
Issuance of stock under equity compensation plans (in shares)		47,250
Issuance of stock under equity compensation plans	0.2		1.4	(1.2)
Ending balance (in shares) at Jun. 30, 2023		58,640,846
Ending balance at Jun. 30, 2023	$ 464.2	$ 85.3	(54.0)	75.3	387.7	(30.1)
Beginning balance (in shares) at Dec. 31, 2023	57,898,772	57,898,772
Beginning balance at Dec. 31, 2023	$ 478.5	$ 85.3	(70.1)	85.6	417.6	(39.9)
Increase (Decrease) in Stockholders' Equity
Net income	26.7				26.7
Other comprehensive loss, net of tax	(6.8)					(6.8)
Dividends	(1.2)				(1.2)
Repurchases of Common stock (in shares)		(294,000)
Repurchases of Common stock	(6.8)		(6.8)
Share based compensation	3.5			3.5
Issuance of stock under equity compensation plans (in shares)		703,161
Issuance of stock under equity compensation plans	(1.7)		13.4	(15.1)
Ending balance (in shares) at Mar. 31, 2024		58,307,933
Ending balance at Mar. 31, 2024	$ 492.2	$ 85.3	(63.5)	74.0	443.1	(46.7)
Beginning balance (in shares) at Dec. 31, 2023	57,898,772	57,898,772
Beginning balance at Dec. 31, 2023	$ 478.5	$ 85.3	(70.1)	85.6	417.6	(39.9)
Increase (Decrease) in Stockholders' Equity
Net income	47.2
Other comprehensive loss, net of tax	$ (16.2)
Ending balance (in shares) at Jun. 30, 2024	58,356,621	58,356,621
Ending balance at Jun. 30, 2024	$ 503.9	$ 85.3	(62.7)	76.2	461.2	(56.1)
Beginning balance (in shares) at Mar. 31, 2024		58,307,933
Beginning balance at Mar. 31, 2024	492.2	$ 85.3	(63.5)	74.0	443.1	(46.7)
Increase (Decrease) in Stockholders' Equity
Net income	20.5				20.5
Other comprehensive loss, net of tax	(9.4)					(9.4)
Dividends	(2.4)				(2.4)
Share based compensation	3.0			3.0
Issuance of stock under equity compensation plans (in shares)		48,688
Issuance of stock under equity compensation plans	$ 0.0		0.8	(0.8)
Ending balance (in shares) at Jun. 30, 2024	58,356,621	58,356,621
Ending balance at Jun. 30, 2024	$ 503.9	$ 85.3	$ (62.7)	$ 76.2	$ 461.2	$ (56.1)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends (in USD per share)	$ 0.04	$ 0.02	$ 0.04	$ 0.02

Organization, Description of the Business and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Organization, Description of the Business and Summary of Significant Accounting Policies	Organization, Description of the Business and Summary of Significant Accounting Policies Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 2023. The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. 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. This ASU: •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. This ASU: •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 future periods.

Accounts Receivable

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Accounts Receivable

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


	June 30, 2024		December 31, 2023
	(In millions)
Accounts receivable	$	274.1	$	242.2
Expected credit losses	(1.9)		(1.2)
Accounts receivable, net	$	272.2	$	241.0

Inventories

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories, net of reserves, are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Raw materials, consumables and supplies, net	$	115.3	$	113.8
Work in process	0.1		0.2
Finished goods, net	169.1		173.1
Inventories, net	$	284.5	$	287.1

Debt and Other Obligations

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt and Other Obligations

Debt and other obligations are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Current
Current portion of Term-Loan	$	3.0	$	3.1
Deferred debt issuance costs - Term-Loan	(0.8)		(0.8)
Current portion of China Term-Loan	3.4		—
Other short-term debt and obligations	168.0		134.7
Current portion of long-term debt and other financial liabilities	173.6		137.0
Non-current
Term-Loan	609.9		621.8
Deferred debt issuance costs - Term-Loan	(2.6)		(3.1)
China Term-Loan	53.4		58.6

Long-term debt, net	660.7		677.3
Total	$	834.3	$	814.3

a.Revolving credit facility

There were no borrowings under the RCF as of June 30, 2024 or December 31, 2023.

b.Other Short-Term Debt and Obligations


	June 30, 2024		December 31, 2023
	(In millions)
Revolving Credit Facility	$	—	$	—

Ancillary Credit Facilities
OEC GmbH outstanding borrowings	124.0		88.8
OEC LLC outstanding borrowings	12.4		21.1

Brazil Uncommitted Local Lines of Credit (capacity $2.8 million)	—		—
Korea Working Capital Loan (capacity $38.1 million)
Uncommitted	1.8		1.9
Committed	23.3		20.1
China Working Capital Loans
Qingdao (capacity $6.9 million)	5.4		2.8
Huaibei (capacity $21.4 million)	1.1		—



Total of Other Short-term Debt and Obligations	$	168.0	$	134.7

Supplemental information:
Total ancillary capacity - EUR	€	214.0	€	214.0
Total ancillary capacity - U.S. Dollars	$	229.1	$	236.5

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

For additional information relating to our debt, see “Note J. Debt and Other Obligations”, included in our Annual Report in Form 10-K for the year ended December 31, 2023.

Financial Instruments and Fair Value Measurement

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurement

Risk management

We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes.

No significant concentration of credit risk existed as of June 30, 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:


	June 30, 2024				December 31, 2023				Balance Sheet Classification
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Assets
Derivatives designated as hedges:
Cross currency swaps	$	197.0	$	37.8	$	197.0	$	31.3	Other financial assets (non-current)
Interest rate swaps	294.4		0.6		303.9		4.6		Other financial assets (non-current)
Total	$	491.4	$	38.4	$	500.9	$	35.9


	June 30, 2024				December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Non-derivatives:
Liabilities:
Term-Loan	$	612.9	$	606.3	$	624.9	$	617.0
China Term-Loan	56.8		57.1		58.6		57.1
Total	$	669.7	$	663.4	$	683.5	$	674.1

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


	Effect of Financial Instruments
	Three Months Ended Jun 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	$	0.1	$	(0.8)	$	0.4	$	0.4	Interest and other financial expense, net
Interest rate swaps	(2.1)		—		—		—		Interest and other financial expense, net

Total	$	(2.0)	$	(0.8)	$	0.4	$	0.4


	Effect of Financial Instruments
	Six Months Ended June 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	$	0.8	$	(3.0)	$	0.8	$	0.8	Interest and other financial expense, net
Interest rate swaps	(4.1)		(0.9)		—		—		Interest and other financial expense, net

Total	$	(3.3)	$	(3.9)	$	0.8	$	0.8

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.

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.

Employee Benefit Plans

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Employee Benefit Plans

Net periodic defined benefit pension costs include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Service cost	$	0.2	$	0.2	$	0.5	$	0.5
Interest cost	0.8		0.7		1.2		1.3

Amortization of actuarial (gain)	—		(2.3)		—		(4.5)
Net periodic pension cost	$	1.0	$	(1.4)	$	1.7	$	(2.7)

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.

Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

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
	(In millions)
Balance at January 1, 2024	$	(55.1)	$	16.1	$	(0.9)	$	(39.9)
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)
Amounts reclassified from AOCI	—		0.4		—		0.4
Income tax effects on reclassifications	—		(0.1)		—		(0.1)
Currency translation AOCI	—		(0.5)		—		(0.5)
Balance at March 31, 2024	(61.5)		15.6		(0.8)		(46.7)
Other comprehensive 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)


	Currency Translation Adjustments		Hedging Activities Adjustments		Pension and Other Postretirement Benefit Liability Adjustment		Total
	(In millions)
Balance at January 1, 2023	$	(47.5)	$	24.4	$	10.6	$	(12.5)
Other comprehensive income before reclassifications	(7.8)		(3.3)		—		(11.1)
Income tax effects before reclassifications	0.5		1.0		—		1.5
Amounts reclassified from AOCI	—		0.4		(2.2)		(1.8)
Income tax effects on reclassifications	—		(0.1)		0.7		0.6
Currency translation AOCI	—		0.2		0.1		0.3
Balance at March 31, 2023	(54.8)		22.6		9.2		(23.0)
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)

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
Net income attributable to ordinary equity holders	$	20.5	$	30.1	$	47.2	$	72.4
Weighted average number of Common stock (in thousands)	58,388		59,012		58,514		59,646
Basic EPS	$	0.35	$	0.51	$	0.81	$	1.21
Dilutive effect of share based payments (in thousands)	797		498		715		439
Weighted average number of diluted Common stock (in thousands)	59,185		59,510		59,229		60,085
Diluted EPS	$	0.35	$	0.51	$	0.80	$	1.20

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income tax expense for the three months ended June 30, 2024 and 2023 was $9.1 million and $17.8 million, respectively.

Income tax expense for the six months ended June 30, 2024 and 2023 was $22.6 million and $36.1 million, respectively.

Our effective income tax rates were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Effective income tax rates	31.0	%	37.3	%	32.5	%	33.4	%

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 $0.7 million (€0.7 million) in a convertible bond. We agreed to contribute an additional $6.4 million (€6.0 million) in convertible bonds to be paid in 12 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. We vigorously defend ourselves and prosecute these matters as appropriate. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases. 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 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 June 30, 2024, the Company had guarantees totaling $26.9 million issued by various financial institutions.

Financial Information by Segment

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Financial Information by Segment

Segment information

We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting. We manage our business in two operating segments as follows:

•Rubber Carbon Black—Used in the reinforcement of rubber in tires and mechanical rubber goods, and

•Specialty Carbon Black—Used for protection, colorization and conductivity in coatings, polymers, batteries, printing and other special applications.

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.

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 June 30, 2024 and 2023 are as follows:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	311.5	$	165.5	$	—	$	477.0
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	18.1		12.2		—		30.3
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(12.2)		(12.2)



Adjusted EBITDA	47.1		28.0		—		75.1

2023
Net sales from external customers	$	309.3	$	149.5	$	—	$	458.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	17.9		9.3		—		27.2
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(13.5)		(13.5)
Reclassification of actuarial gain from AOCI					2.3		2.3


Adjusted EBITDA	57.4		29.9		—		87.3

Segment operating results for the six months ended June 30, 2024 and 2023:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	643.5	$	336.4	$	—	$	979.9

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	34.8		24.4		—		59.2

Equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(24.9)		(24.9)

Adjusted EBITDA	104.5		55.9		—		160.4


2023
Net sales from external customers	$	648.0	$	311.5	$	—	$	959.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	33.7		19.2		—		52.9

Excluding equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(28.7)		(28.7)
Reclassification of actuarial losses from AOCI					4.5		4.5
Adjusted EBITDA	121.2		67.2		—		188.4

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Income before earnings in affiliated companies and income taxes	$	29.4	$	47.7	$	69.5	$	108.2
Corporate charges	3.0		1.0		6.5		2.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	30.3		27.2		59.2		52.9
Equity in earnings of affiliated companies, net of tax	0.2		0.2		0.3		0.3
Interest and other financial expense, net	12.2		13.5		24.9		28.7
Reclassification of actuarial gain from AOCI	—		(2.3)		—		(4.5)
Adjusted EBITDA	$	75.1	$	87.3	$	160.4	$	188.4

Corporate charges include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)


Long term incentive plan	$	3.0	$	2.6	$	6.5	$	4.7





Other non-operating	—		(1.6)		—		(1.9)
Corporate Charges	$	3.0	$	1.0	$	6.5	$	2.8

Organization, Description of the Business and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Accounting Standards Not Yet Adopted	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. This ASU: •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. This ASU: •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 future periods.

Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Schedule of Accounts Receivable

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


	June 30, 2024		December 31, 2023
	(In millions)
Accounts receivable	$	274.1	$	242.2
Expected credit losses	(1.9)		(1.2)
Accounts receivable, net	$	272.2	$	241.0

Inventories (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories, Net of Reserves

Inventories, net of reserves, are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Raw materials, consumables and supplies, net	$	115.3	$	113.8
Work in process	0.1		0.2
Finished goods, net	169.1		173.1
Inventories, net	$	284.5	$	287.1

Debt and Other Obligations (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Arrangements

Debt and other obligations are as follows:


	June 30, 2024		December 31, 2023
	(In millions)
Current
Current portion of Term-Loan	$	3.0	$	3.1
Deferred debt issuance costs - Term-Loan	(0.8)		(0.8)
Current portion of China Term-Loan	3.4		—
Other short-term debt and obligations	168.0		134.7
Current portion of long-term debt and other financial liabilities	173.6		137.0
Non-current
Term-Loan	609.9		621.8
Deferred debt issuance costs - Term-Loan	(2.6)		(3.1)
China Term-Loan	53.4		58.6

Long-term debt, net	660.7		677.3
Total	$	834.3	$	814.3

Schedule of Other Short-Term Debt and Obligations


	June 30, 2024		December 31, 2023
	(In millions)
Revolving Credit Facility	$	—	$	—

Ancillary Credit Facilities
OEC GmbH outstanding borrowings	124.0		88.8
OEC LLC outstanding borrowings	12.4		21.1

Brazil Uncommitted Local Lines of Credit (capacity $2.8 million)	—		—
Korea Working Capital Loan (capacity $38.1 million)
Uncommitted	1.8		1.9
Committed	23.3		20.1
China Working Capital Loans
Qingdao (capacity $6.9 million)	5.4		2.8
Huaibei (capacity $21.4 million)	1.1		—



Total of Other Short-term Debt and Obligations	$	168.0	$	134.7

Supplemental information:
Total ancillary capacity - EUR	€	214.0	€	214.0
Total ancillary capacity - U.S. Dollars	$	229.1	$	236.5

Financial Instruments and Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Derivatives Instruments

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


	June 30, 2024				December 31, 2023				Balance Sheet Classification
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Assets
Derivatives designated as hedges:
Cross currency swaps	$	197.0	$	37.8	$	197.0	$	31.3	Other financial assets (non-current)
Interest rate swaps	294.4		0.6		303.9		4.6		Other financial assets (non-current)
Total	$	491.4	$	38.4	$	500.9	$	35.9


	Effect of Financial Instruments
	Three Months Ended Jun 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	$	0.1	$	(0.8)	$	0.4	$	0.4	Interest and other financial expense, net
Interest rate swaps	(2.1)		—		—		—		Interest and other financial expense, net

Total	$	(2.0)	$	(0.8)	$	0.4	$	0.4


	Effect of Financial Instruments
	Six Months Ended June 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	$	0.8	$	(3.0)	$	0.8	$	0.8	Interest and other financial expense, net
Interest rate swaps	(4.1)		(0.9)		—		—		Interest and other financial expense, net

Total	$	(3.3)	$	(3.9)	$	0.8	$	0.8

Schedule of Fair Value Measurements Not Recurring


	June 30, 2024				December 31, 2023
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In millions)
Non-derivatives:
Liabilities:
Term-Loan	$	612.9	$	606.3	$	624.9	$	617.0
China Term-Loan	56.8		57.1		58.6		57.1
Total	$	669.7	$	663.4	$	683.5	$	674.1

Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Schedule of Net Periodic Defined Benefit Pension Costs

Net periodic defined benefit pension costs include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Service cost	$	0.2	$	0.2	$	0.5	$	0.5
Interest cost	0.8		0.7		1.2		1.3

Amortization of actuarial (gain)	—		(2.3)		—		(4.5)
Net periodic pension cost	$	1.0	$	(1.4)	$	1.7	$	(2.7)

Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Changes in AOCI, Net of Tax

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
	(In millions)
Balance at January 1, 2024	$	(55.1)	$	16.1	$	(0.9)	$	(39.9)
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)
Amounts reclassified from AOCI	—		0.4		—		0.4
Income tax effects on reclassifications	—		(0.1)		—		(0.1)
Currency translation AOCI	—		(0.5)		—		(0.5)
Balance at March 31, 2024	(61.5)		15.6		(0.8)		(46.7)
Other comprehensive 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)


	Currency Translation Adjustments		Hedging Activities Adjustments		Pension and Other Postretirement Benefit Liability Adjustment		Total
	(In millions)
Balance at January 1, 2023	$	(47.5)	$	24.4	$	10.6	$	(12.5)
Other comprehensive income before reclassifications	(7.8)		(3.3)		—		(11.1)
Income tax effects before reclassifications	0.5		1.0		—		1.5
Amounts reclassified from AOCI	—		0.4		(2.2)		(1.8)
Income tax effects on reclassifications	—		(0.1)		0.7		0.6
Currency translation AOCI	—		0.2		0.1		0.3
Balance at March 31, 2023	(54.8)		22.6		9.2		(23.0)
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)

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted EPS

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
Net income attributable to ordinary equity holders	$	20.5	$	30.1	$	47.2	$	72.4
Weighted average number of Common stock (in thousands)	58,388		59,012		58,514		59,646
Basic EPS	$	0.35	$	0.51	$	0.81	$	1.21
Dilutive effect of share based payments (in thousands)	797		498		715		439
Weighted average number of diluted Common stock (in thousands)	59,185		59,510		59,229		60,085
Diluted EPS	$	0.35	$	0.51	$	0.80	$	1.20

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rates

Our effective income tax rates were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Effective income tax rates	31.0	%	37.3	%	32.5	%	33.4	%

Financial Information by Segment (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Operating Results

Segment operating results for the three months ended June 30, 2024 and 2023 are as follows:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	311.5	$	165.5	$	—	$	477.0
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	18.1		12.2		—		30.3
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(12.2)		(12.2)



Adjusted EBITDA	47.1		28.0		—		75.1

2023
Net sales from external customers	$	309.3	$	149.5	$	—	$	458.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	17.9		9.3		—		27.2
Equity in earnings of affiliated companies, net of tax	0.2		—		—		0.2

Interest and other financial expense, net					(13.5)		(13.5)
Reclassification of actuarial gain from AOCI					2.3		2.3


Adjusted EBITDA	57.4		29.9		—		87.3

Segment operating results for the six months ended June 30, 2024 and 2023:


	Rubber		Specialty		Corporate		Total
	(In millions)
2024
Net sales from external customers	$	643.5	$	336.4	$	—	$	979.9

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	34.8		24.4		—		59.2

Equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(24.9)		(24.9)

Adjusted EBITDA	104.5		55.9		—		160.4


2023
Net sales from external customers	$	648.0	$	311.5	$	—	$	959.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	33.7		19.2		—		52.9

Excluding equity in earnings of affiliated companies, net of tax	0.3		—		—		0.3
Interest and other financial expense, net					(28.7)		(28.7)
Reclassification of actuarial losses from AOCI					4.5		4.5
Adjusted EBITDA	121.2		67.2		—		188.4

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Income before earnings in affiliated companies and income taxes	$	29.4	$	47.7	$	69.5	$	108.2
Corporate charges	3.0		1.0		6.5		2.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	30.3		27.2		59.2		52.9
Equity in earnings of affiliated companies, net of tax	0.2		0.2		0.3		0.3
Interest and other financial expense, net	12.2		13.5		24.9		28.7
Reclassification of actuarial gain from AOCI	—		(2.3)		—		(4.5)
Adjusted EBITDA	$	75.1	$	87.3	$	160.4	$	188.4

Corporate charges include the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)


Long term incentive plan	$	3.0	$	2.6	$	6.5	$	4.7





Other non-operating	—		(1.6)		—		(1.9)
Corporate Charges	$	3.0	$	1.0	$	6.5	$	2.8

Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable	$ 274.1	$ 242.2
Expected credit losses	(1.9)	(1.2)
Accounts receivable, net	$ 272.2	$ 241.0

Accounts Receivable - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Receivables [Abstract]
Gross amount of receivables sold	$ 110.8	$ 125.2	$ 218.4	$ 194.1
Loss on receivables	$ 1.3	$ 1.3	$ 2.4	$ 1.8

Inventories (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials, consumables and supplies, net	$ 115.3	$ 113.8
Work in process	0.1	0.2
Finished goods, net	169.1	173.1
Inventories, net	$ 284.5	$ 287.1

Debt and Other Obligations - Schedule of Debt Arrangements (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current
Other short-term debt and obligations	$ 168.0	$ 134.7
Current portion of long-term debt and other financial liabilities	173.6	137.0
Non-current
Long-term debt, net	660.7	677.3
Total	834.3	814.3
Term Loan \| Term Loan Facility
Current
Current portion of Term-Loan	3.0	3.1
Deferred debt issuance costs - Term-Loan	(0.8)	(0.8)
Non-current
Term-Loan	609.9	621.8
Deferred debt issuance costs - Term-Loan	(2.6)	(3.1)
Term Loan \| China Term-Loan
Current
Current portion of Term-Loan	3.4	0.0
Non-current
China Term-Loan	$ 53.4	$ 58.6

Debt and Other Obligations - Narrative (Details) - Revolving Credit Facility - RCF, Total Commitment	Jun. 30, 2024 EUR (€)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Maximum borrowing capacity	€ 280,000,000	$ 299,800,000
Remaining borrowing capacity		157,400,000	$ 221,600,000
Outstanding		$ 0	$ 0

Debt and Other Obligations - Schedule of Other Short-Term Debt and Obligations (Details) € in Millions, $ in Millions	Jun. 30, 2024 USD ($)	Jun. 30, 2024 EUR (€)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)
Debt Instrument [Line Items]
Total of Other Short-term Debt and Obligations	$ 168.0		$ 134.7
Revolving Credit Facility \| Ancillary Credit Facilities
Debt Instrument [Line Items]
Borrowing capacity	229.1	€ 214.0	236.5	€ 214.0
Revolving Credit Facility \| OEC GmbH outstanding borrowings \| Ancillary Credit Facilities
Debt Instrument [Line Items]
Outstanding	124.0		88.8
Revolving Credit Facility \| OEC LLC outstanding borrowings \| Ancillary Credit Facilities
Debt Instrument [Line Items]
Outstanding	12.4		21.1
Line of Credit \| Brazil Uncommitted Local Lines of Credit (capacity $2.8 million)
Debt Instrument [Line Items]
Outstanding	0.0		0.0
Borrowing capacity	2.8
Working Capital Loan \| Korea Working Capital Loan (capacity $38.1 million)
Debt Instrument [Line Items]
Borrowing capacity	38.1
Working Capital Loan \| Korea Working Capital Loan (capacity $38.1 million) \| Uncommitted
Debt Instrument [Line Items]
Outstanding	1.8		1.9
Working Capital Loan \| Korea Working Capital Loan (capacity $38.1 million) \| Committed
Debt Instrument [Line Items]
Outstanding	23.3		20.1
Working Capital Loan \| China Working Capital Loans \| Qingdao
Debt Instrument [Line Items]
Outstanding	5.4		2.8
Borrowing capacity	6.9
Working Capital Loan \| China Working Capital Loans \| Huaibei
Debt Instrument [Line Items]
Outstanding	1.1		$ 0.0
Borrowing capacity	$ 21.4

Financial Instruments and Fair Value Measurement -Schedule of Fair Value Measurements (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Assets
Notional Amount	$ 491.4	$ 500.9
Fair Value	38.4	35.9
Designated as Hedging Instrument \| Cross currency swaps
Assets
Notional Amount	197.0	197.0
Fair Value	37.8	31.3
Designated as Hedging Instrument \| Interest rate swaps
Assets
Notional Amount	294.4	303.9
Fair Value	$ 0.6	$ 4.6

Financial Instruments and Fair Value Measurement- Fair Value of Non-Derivate Financial Instruments (Details) - Not recurring - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Notional Amount
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	$ 669.7	$ 683.5
Fair Value
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	663.4	674.1
Term-Loan \| Notional Amount
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	612.9	624.9
Term-Loan \| Fair Value
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	606.3	617.0
China Term-Loan \| Notional Amount
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	56.8	58.6
China Term-Loan \| Fair Value
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Term-Loan	$ 57.1	$ 57.1

Financial Instruments and Fair Value Measurement - Effect Of Instruments Recorded In AOCI (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
AOCI related to cash flow hedges expected to be reclassified	$ 1.1		$ 1.1
Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in AOCI	(2.0)	$ (0.8)	(3.3)	$ (3.9)
Gain (Loss) Reclassified from AOCI to Income	0.4	0.4	0.8	0.8
Designated as Hedging Instrument \| Interest and other financial expense, net \| Cross currency swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in AOCI	0.1	(0.8)	0.8	(3.0)
Gain (Loss) Reclassified from AOCI to Income	0.4	0.4	0.8	0.8
Designated as Hedging Instrument \| Interest and other financial expense, net \| Interest rate swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in AOCI	(2.1)	0.0	(4.1)	(0.9)
Gain (Loss) Reclassified from AOCI to Income	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Retirement Benefits [Abstract]
Service cost	$ 0.2	$ 0.2	$ 0.5	$ 0.5
Interest cost	0.8	0.7	1.2	1.3
Amortization of actuarial (gain)	0.0	(2.3)	0.0	(4.5)
Net periodic pension cost	$ 1.0	$ (1.4)	$ 1.7	$ (2.7)

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
AOCI Attributable to Parent, Net of Tax
Beginning balance	$ 492.2	$ 478.5	$ 461.0	$ 459.4
Other comprehensive income (loss) before reclassifications	(9.2)	(6.5)	(5.6)	(11.1)
Income tax effects before reclassifications	0.1	(0.1)	0.1	1.5
Amounts reclassified from AOCI	0.4	0.4	(1.9)	(1.8)
Income tax effects on reclassifications	(0.2)	(0.1)	0.5	0.6
Currency translation AOCI	(0.5)	(0.5)	(0.2)	0.3
Ending balance	503.9	492.2	464.2	461.0
Accumulated other comprehensive loss
AOCI Attributable to Parent, Net of Tax
Beginning balance	(46.7)	(39.9)	(23.0)	(12.5)
Ending balance	(56.1)	(46.7)	(30.1)	(23.0)
Currency Translation Adjustments
AOCI Attributable to Parent, Net of Tax
Beginning balance	(61.5)	(55.1)	(54.8)	(47.5)
Other comprehensive income (loss) before reclassifications	(7.8)	(6.3)	(5.1)	(7.8)
Income tax effects before reclassifications	(0.5)	(0.1)	(0.1)	0.5
Amounts reclassified from AOCI	0.0	0.0	0.0	0.0
Income tax effects on reclassifications	0.0	0.0	0.0	0.0
Currency translation AOCI	0.0	0.0	0.0	0.0
Ending balance	(69.8)	(61.5)	(60.0)	(54.8)
Hedging Activities Adjustments
AOCI Attributable to Parent, Net of Tax
Beginning balance	15.6	16.1	22.6	24.4
Other comprehensive income (loss) before reclassifications	(1.4)	(0.4)	(0.5)	(3.3)
Income tax effects before reclassifications	0.5	0.1	0.2	1.0
Amounts reclassified from AOCI	0.4	0.4	0.4	0.4
Income tax effects on reclassifications	(0.2)	(0.1)	(0.2)	(0.1)
Currency translation AOCI	(0.5)	(0.5)	(0.3)	0.2
Ending balance	14.4	15.6	22.2	22.6
Pension and Other Postretirement Benefit Liability Adjustment
AOCI Attributable to Parent, Net of Tax
Beginning balance	(0.8)	(0.9)	9.2	10.6
Other comprehensive income (loss) before reclassifications	0.0	0.2	0.0	0.0
Income tax effects before reclassifications	0.1	(0.1)	0.0	0.0
Amounts reclassified from AOCI	0.0	0.0	(2.3)	(2.2)
Income tax effects on reclassifications	0.0	0.0	0.7	0.7
Currency translation AOCI	0.0	0.0	0.1	0.1
Ending balance	$ (0.7)	$ (0.8)	$ 7.7	$ 9.2

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net income attributable to ordinary equity holders	$ 20.5	$ 26.7	$ 30.1	$ 42.3	$ 47.2	$ 72.4
Weighted average number of Common stock (in thousands) (in shares)	58,388		59,012		58,514	59,646
Basic EPS (in USD per share)	$ 0.35		$ 0.51		$ 0.81	$ 1.21
Dilutive effect of share based payments (in thousands) (in shares)	797		498		715	439
Weighted average number of diluted Common stock (in thousands) (in shares)	59,185		59,510		59,229	60,085
Diluted EPS (in USD per share)	$ 0.35		$ 0.51		$ 0.80	$ 1.20

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 9.1	$ 17.8	$ 22.6	$ 36.1

Income Taxes - Schedule of Effective Income Tax Rates (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rates	31.00%	37.30%	32.50%	33.40%

Commitments and Contingencies (Details) - 3 months ended Jun. 30, 2024 € in Millions, $ in Millions	USD ($) installment	EUR (€)	EUR (€) installment
Loss Contingencies [Line Items]
Guarantee obligation carrying amount \| $	$ 26.9
Convertible Bond Contributions
Loss Contingencies [Line Items]
Other commitment, to be paid, year one	$ 6.4		€ 6.0
Number of installments \| installment	12		12
Equity Securities
Loss Contingencies [Line Items]
Payments to acquire investments	$ 0.3	€ 0.3
Corporate Debt Securities
Loss Contingencies [Line Items]
Payments to acquire investments	$ 0.7	€ 0.7

Financial Information by Segment - Narrative (Details)	6 Months Ended
Financial Information by Segment - Narrative (Details)	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	2

Financial Information by Segment - Schedule of Segment Reconciliation (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Net sales from external customers	$ 477.0	$ 458.8	$ 979.9	$ 959.5
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	30.3	27.2	59.2	52.9
Equity in earnings of affiliated companies, net of tax	0.2	0.2	0.3	0.3
Interest and other financial expense, net	(12.2)	(13.5)	(24.9)	(28.7)
Reclassification of actuarial losses from AOCI	0.0	2.3	0.0	4.5
Adjusted EBITDA	75.1	87.3	160.4	188.4
Operating segments \| Rubber
Segment Reporting Information [Line Items]
Net sales from external customers	311.5	309.3	643.5	648.0
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	18.1	17.9	34.8	33.7
Equity in earnings of affiliated companies, net of tax	0.2	0.2	0.3	0.3
Adjusted EBITDA	47.1	57.4	104.5	121.2
Operating segments \| Specialty
Segment Reporting Information [Line Items]
Net sales from external customers	165.5	149.5	336.4	311.5
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	12.2	9.3	24.4	19.2
Equity in earnings of affiliated companies, net of tax	0.0	0.0	0.0	0.0
Adjusted EBITDA	28.0	29.9	55.9	67.2
Corporate
Segment Reporting Information [Line Items]
Net sales from external customers	0.0	0.0	0.0	0.0
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	0.0	0.0	0.0	0.0
Equity in earnings of affiliated companies, net of tax	0.0	0.0	0.0	0.0
Interest and other financial expense, net	(12.2)	(13.5)	(24.9)	(28.7)
Reclassification of actuarial losses from AOCI		2.3		4.5
Adjusted EBITDA	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Financial Information by Segment - Schedule of Reconciliation of Income Before Earnings in Affiliated Companies and Income Taxes to Adjusted EBITDA and Corporate Charges (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Income before earnings in affiliated companies and income taxes	$ 29.4	$ 47.7	$ 69.5	$ 108.2
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	30.3	27.2	59.2	52.9
Equity in earnings of affiliated companies, net of tax	0.2	0.2	0.3	0.3
Interest and other financial expense, net	(12.2)	(13.5)	(24.9)	(28.7)
Amortization of actuarial (gain)	0.0	2.3	0.0	4.5
Adjusted EBITDA	75.1	87.3	160.4	188.4
Corporate Charges	3.0	1.0	6.5	2.8
Corporate
Segment Reporting Information [Line Items]
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment	0.0	0.0	0.0	0.0
Equity in earnings of affiliated companies, net of tax	0.0	0.0	0.0	0.0
Interest and other financial expense, net	(12.2)	(13.5)	(24.9)	(28.7)
Amortization of actuarial (gain)		2.3		4.5
Adjusted EBITDA	0.0	0.0	0.0	0.0
Long term incentive plan	3.0	2.6	6.5	4.7
Other non-operating	0.0	(1.6)	0.0	(1.9)
Corporate Charges	$ 3.0	$ 1.0	$ 6.5	$ 2.8

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