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OEC Orion Engineered Carbons

Filed: 5 Aug 21, 4:57pm

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, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
ORION ENGINEERED CARBONS S.A.
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(Exact name of registrant as specified in its charter)
Grand Duchy of Luxembourg001-3656300-0000000
(State or other jurisdiction of incorporation or organization)(Commission file number)(I.R.S. Employer Identification No.)
4501 Magnolia Cove Drive Suite 106Houston,Texas77345
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, no par valueOECNew 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 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 filerxAccelerated 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 60,633,302 shares of common stock outstanding as of August 3, 2021.



Orion Engineered Carbons S.A.
TABLE OF CONTENTS
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Comprehensive Income (Loss)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Cash Flows
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other
Item 6. Exhibits
Signatures





Orion Engineered Carbons 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,
2021202020212020
(In thousands, except per share amounts)
Net sales$400,976 $202,648 $761,053 $538,655 
Cost of sales290,899 168,704 548,456 414,518 
Gross profit110,077 33,944 212,597 124,137 
Selling, general and administrative expenses55,064 38,547 107,417 83,066 
Research and development costs5,942 4,449 10,702 9,405 
Gain related to litigation settlement(82,858)(82,858)
Other (income) expenses, net(547)3,827 2,007 7,002 
Income (loss) from operations132,476 (12,879)175,329 24,664 
Interest and other financial expense, net8,951 8,277 18,910 17,888 
Reclassification of actuarial losses from AOCI1,224 2,654 2,452 5,052 
Pre-tax income (loss) before earnings in affiliated companies and income taxes122,301 (23,810)153,967 1,724 
Income tax expense (benefit)33,490 (5,879)41,764 1,756 
Equity in earnings of affiliated companies, net of tax247 151 393 285 
Net income (loss)$89,058 $(17,780)$112,596 $253 
Weighted-average shares outstanding:
Basic60,652 60,487 60,649 60,361 
Diluted60,743 61,263 60,721 61,307 
Earnings (loss) per share:
Basic$1.47 $(0.30)$1.86 $
Diluted$1.47 $(0.29)$1.85 $
See accompanying Notes to these Condensed Consolidated Financial Statements


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Orion Engineered Carbons S.A.
Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In thousands)
Net income (loss)$89,058 $(17,780)$112,596 $253 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments7,717 630 2,622 (23,441)
Unrealized net gains (losses) on hedges of a net investment in a foreign operation(20)(31)50 
Unrealized net gains (losses) on cash flow hedges575 (1,609)1,663 (2,265)
Gains on defined benefit plans717 1,595 1,926 3,442 
Other comprehensive income (loss)8,989 585 6,261 (22,259)
Comprehensive income (loss)$98,047 $(17,195)$118,857 $(22,006)
See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion Engineered Carbons S.A.
Condensed Consolidated Balance Sheets
June 30, 2021December 31, 2020
(In thousands, except share amounts)
ASSETS
Current assets
Cash and cash equivalents$74,053 $64,869 
Accounts receivable, net303,164 234,796 
Other current financial assets3,067 3,630 
Inventories, net186,163 141,461 
Income tax receivables12,215 11,249 
Prepaid expenses and other current assets41,857 44,451 
Total current assets620,519 500,456 
Property, plant and equipment, net632,939 610,530 
Right-of-use assets92,913 85,639 
Goodwill81,815 84,480 
Intangible assets, net41,667 46,772 
Investment in equity method affiliates5,247 5,637 
Deferred income tax assets60,008 52,563 
Other financial assets741 761 
Other assets2,609 2,955 
Total non-current assets917,939 889,337 
Total assets$1,538,458 $1,389,793 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$151,702 $131,250 
Current portion of long term debt and other financial liabilities70,110 82,618 
Current portion of employee benefit plan obligation1,083 1,118 
Accrued liabilities43,130 49,176 
Income taxes payable57,110 23,906 
Other current liabilities41,628 36,677 
Total current liabilities364,763 324,745 
Long-term debt, net640,342 655,826 
Employee benefit plan obligation81,094 83,310 
Deferred income tax liabilities46,066 38,770 
Other liabilities104,083 106,129 
Total non-current liabilities871,585 884,035 
Commitments and contingenciesNote M00
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 – 60,590,526 and 60,487,117 shares85,323 85,323 
Less 401,733 and 505,142 shares of common treasury stock, at cost(7,345)(8,515)
Additional paid-in capital69,572 68,502 
Retained earnings197,003 84,407 
Accumulated other comprehensive loss(42,443)(48,704)
Total stockholders' equity302,110 181,013 
Total liabilities and stockholders' equity$1,538,458 $1,389,793 
TY
See accompanying Notes to these Condensed Consolidated Financial Statements
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Orion Engineered Carbons S.A.
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
20212020
(In thousands)
Cash flows from operating activities:
Net income$112,596 $253 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets50,800 45,722 
Amortization of debt issuance costs1,076 1,001 
Share-based incentive compensation2,276 60 
Deferred tax (benefit) provision(1,683)(6,499)
Foreign currency transactions(7,400)231 
Reclassification of actuarial losses from AOCI2,452 5,052 
Other operating non-cash items, net(3,020)908 
Changes in operating assets and liabilities, net:
Trade receivables(71,014)59,471 
Inventories(46,188)25,201 
Trade payables10,801 (45,742)
Other provisions(1,277)(7,532)
Income tax liabilities32,456 8,624 
Other assets and liabilities, net3,192 3,865 
Net cash provided by operating activities85,067 90,615 
Cash flows from investing activities:
Acquisition of intangible assets and property, plant and equipment(58,308)(89,401)
Net cash used in investing activities(58,308)(89,401)
Cash flows from financing activities:
Repayments of long-term debt(4,157)(4,022)
Cash inflows related to current financial liabilities36,421 151,351 
Cash outflows related to current financial liabilities(48,780)(52,359)
Dividends paid to shareholders(12,045)
Taxes paid for shares issued under net settlement feature(36)(1,202)
Net cash provided by (used in) financing activities(16,552)81,723 
Increase (decrease) in cash, cash equivalents and restricted cash10,207 82,937 
Cash, cash equivalents and restricted cash at the beginning of the period67,865 68,231 
Effect of exchange rate changes on cash(1,117)(5,060)
Cash, cash equivalents and restricted cash at the end of the period76,955 146,108 
Less restricted cash at the end of the period2,902 2,734 
Cash and cash equivalents at the end of the period$74,053 $143,374 
See accompanying Notes to these Condensed Consolidated Financial Statements
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Orion Engineered Carbons S.A.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Common stock
(In thousands, except per share amounts)NumberAmountTreasury sharesAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal
Balance at January 1, 202160,487,117 $85,323 $(8,515)$68,502 $84,407 $(48,704)$181,013 
Net income— — — — 23,538 — 23,538 
Other comprehensive loss, net of tax— — — — — (2,728)(2,728)
Share based compensation— — — 1,024 — — 1,024 
Issuance of stock under equity compensation plans103,409 1,170 (1,170)— — 
Balance at March 31, 202160,590,526 85,323 (7,345)68,356 107,945 (51,432)202,847 
Net income— — — — 89,058 — 89,058 
Other comprehensive income, net of tax— — — — — 8,989 8,989 
Share based compensation— — — 1,216 — — 1,216 
Balance at June 30, 202160,590,526 $85,323 $(7,345)$69,572 $197,003 $(42,443)$302,110 
Common stock
(In thousands, except per share amounts)NumberAmountTreasury sharesAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal
Balance at January 1, 202060,224,147 $85,032 $(8,515)$65,562 $78,296 $(34,362)$186,013 
Net income— — — — 18,033 — 18,033 
Other comprehensive loss, net of tax— — — — — (22,844)(22,844)
Dividends paid -$0.20per share— — — — (12,045)— (12,045)
Share based compensation— — — (2,632)— — (2,632)
Issuance of stock under equity compensation plans262,970 291 — — — — 291 
Balance at March 31, 202060,487,117 85,323 (8,515)62,930 84,284 (57,206)166,816 
Net loss— — — — (17,780)— (17,780)
Other comprehensive income, net of tax— — — — — 585 585 
Share based compensation— — — 1,199 — — 1,199 
Balance at June 30, 202060,487,117 $85,323 $(8,515)$64,129 $66,504 $(56,621)$150,820 
See accompanying Notes to these Condensed Consolidated Financial Statements

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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statement (Unaudited)

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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Note A. Organization, Description of the Business and Summary of Significant Accounting Policies    
Orion Engineered Carbons S.A.’s unaudited condensed consolidated financial information includes Orion Engineered Carbons S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with 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 fiscal year ended December 31, 2020.
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. Results for interim periods are not necessarily indicative of results to be expected for the full year.
Summary of Significant Accounting Policies
Adoption of accounting standards
In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-01, Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this update clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We adopted this standard on January 1, 2021. The adoption of this standard did not materially impact our Consolidated Financial Statements.
Note B. Recent Accounting Pronouncements Not Yet Adopted
Reference Rate Reform (Topic 848)—In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), a new standard. In January 2021, FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refines the scope of ASC 848 and clarifies some of its guidance as part of the Board’s monitoring of global reference rate reform. This guidance permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022.
The Company will adopt this guidance prospectively and will elect certain optional expedients through the end of the hedging relationship. This will enable the Company to update its assessments of effectiveness, probability, and hedged risk in order to continue hedge accounting for the designated hedges that reference a rate expected to be discontinued as a result of the reference rate reform without requiring de-designation of current hedging relationships. The Company is currently evaluating the potential impact the adoption of this standard will have on its financial statements and it will continue to evaluate the guidance to determine the timing and extent to which it will apply accounting relief provided by the guidance.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Note C. Leases
The company’s right-of-use assets (“ROU”) assets and lease liabilities related to operating and finance leases reflected in the Consolidated Balance Sheets are as follows:
June 30, 2021December 31, 2020
(In thousands)
ROU Assets
Operating leases$24,721 $25,321 
Finance leases68,192 60,318 
Total$92,913 $85,639 
Lease Liabilities(1)
Operating leases
Current$8,690 $7,215 
Long-term17,511 18,999 
26,201 26,214 
Finance leases
Current3,807 4,862 
Long-term64,518 55,526 
68,325 60,388 
Total$94,526 $86,602 
(1) In the Consolidated Balance Sheets are reflected in Current and Other Liabilities
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Note D. Inventories
Inventories, net of obsolete, unmarketable and slow-moving reserves are as follows:
June 30, 2021December 31, 2020
(In thousands)
Raw materials, consumables and supplies, net$74,297 $57,011 
Work in process94 322 
Finished goods, net111,772 84,128 
Total$186,163 $141,461 
Note E. Accounts Receivable
The company had the following accounts receivable as of June 30, 2021 and December 31, 2020:
June 30, 2021December 31, 2020
(In thousands)
Accounts receivable$305,749 $240,590 
Expected credit losses(2,585)(5,794)
Accounts receivable, net of expected credit losses$303,164 $234,796 
Note F. Debt and Other Obligations
The Company had the following debt arrangements in place as of June 30, 2021 and December 31, 2020:
June 30, 2021December 31, 2020
(In thousands)
Current
Current portion of term loan$8,319 $8,479 
Deferred debt issuance costs - term loan(1,434)(1,501)
Other short-term debt and obligations63,225 75,640 
Current portion of long-term debt and other financial liabilities70,110 82,618 
Non-current
Term loan643,186 659,502 
Deferred debt issuance costs - term loan(2,844)(3,676)
Long-term debt, net640,342 655,826 
Total$710,452 $738,444 
Discussion related to Other short-term debt and obligations is as follows:
(a) Revolving credit facility
To fund operating activities and generally safeguard the Company’s liquidity, the Company has entered into a revolving credit facility (“RCF”) of €250 million ($297 million). As of June 30, 2021, the total commitment of $297 million is split between a $95 million RCF tranche and $202 million of bilateral ancillary facilities established directly with several banks under the RCF. As of June 30, 2021, and December 31, 2020, no RCF borrowings, as defined in the Credit Agreement, had been drawn. However, as of June 30, 2021 and December 31, 2020, $44.8 million and $70.3 million, respectively, of drawings under ancillary facilities reduced the overall amount available under the RCF to $252.3 million and $236.5 million, respectively.
(b) Local bank loans and other short-term borrowings
As of June 30, 2021, the Company had partially drawn its uncommitted local credit line in Korea by $4.4 million and in Brazil by $2.0 million (December 31, 2020: $4.6 million and $0.8 million), respectively.
Repurchase Agreement—On March 3, 2021 we entered in to a repurchase agreement to sell European Emission Allowance (“EUA”) certificates. Under the agreement, we sold 260 thousand EUA certificates for €10.04 million cash to a counterparty. The counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates at December 22, 2021
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
for €10.06 million. The difference between the consideration received and the amount of consideration to be paid is recognized as interest expense. At June 30, 2021, the amount outstanding was $12.0 million. Due to the short maturity, the carrying value approximates the fair value.
For additional information relating to our debt, see Note H. Debt and Other Obligations, included in our Annual Report in Form 10-K for the year ended December 31, 2020.
Note G. Financial Instruments and Fair Value Measurement
The Company measures financial instruments, such as derivatives, at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the following fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2—Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices such as quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves), and market-corroborated inputs.
Level 3—Unobservable inputs for the asset or liability.
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.
The following table shows the fair value measurement at June 30, 2021 and December 31, 2020. All measurements are based on observable inputs such as interest rates and are classified as Level 2 within the fair value hierarchy:
Fair Value HierarchyJune 30, 2021December 31, 2020
(In thousands)
Receivables from hedges/derivatives$0 $195 
Prepaid expenses and other current assets Level 2195 
Liabilities from derivatives$14,687 $23,127 
Other current liabilitiesLevel 2704 296 
Other liabilities (non-current)Level 213,983 22,831 
Term loanLevel 2$647,810 $667,980 
Local bank loansLevel 2$63,225 $75,640 
See Note L. Accounting for Derivative Instruments and Hedging Activities, included in our Annual Report in Form 10-K for the year ended December 31, 2020, for additional information relating to our derivatives instruments.
Note H. 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 the various countries in which the Company operates. Generally, the level of benefit depends on the length of service and the remuneration.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Net periodic defined benefit pension benefit costs include the following:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In thousands)
Service cost$312 $266 $633 $569 
Interest cost263 283 520 578 
Amortization of actuarial loss1,224 2,654 2,452 5,052 
Net periodic pension cost$1,799 $3,203 $3,605 $6,199 
Service costs were recorded within income from operations under selling, general and administrative expenses, interest cost in interest and other financial expense, net.
The amortization of actuarial losses, associated with the pension obligations recorded in prior years, in accumulated other comprehensive income exceeding 10% of the defined benefit obligation are recorded ratably in the Condensed Consolidated Statements of Operations.
Note I. Restructuring Expenses
During 2016, the Company ceased operations at its plant in Ambes, France as part of the restructuring of its Rubber business segment. Details of restructuring activities and the related reserves for this facility were as follows:
Personnel
Expenses
Demolition and
Removal Costs
Ground
Remediation
Costs
OtherTotal
(In thousands)
Provision at January 1, 2021$3,559 $229 $4,251 $0 $8,039 
Charges(322)(322)
Cash paid(43)(43)
Foreign currency translation adjustment(153)(10)(189)(352)
Provision at March 31, 20213,041 219 4,062 0 7,322 
Charges(323)1,043 720 
Cash paid(49)(225)(274)
Foreign currency translation adjustment46 41 93 
Provision at June 30, 2021$2,715 $0 $5,146 $0 $7,861 
Personnel
Expenses
Demolition and
Removal Costs
Ground
Remediation
Costs
OtherTotal
(In thousands)
Provision at January 1, 2020$3,400 $561 $488 $317 $4,766 
Cash paid(514)(402)(252)(263)(1,431)
Foreign currency translation adjustment(81)(11)(14)(6)(112)
Provision at March 31, 2020$2,805 $148 $222 $48 $3,223 
Cash paid(486)(74)(148)(708)
Foreign currency translation adjustment53 58 
Provision at June 30, 2020$2,372 $76 $76 $49 $2,573 
Note J. Accumulated Other Comprehensive Income/(Loss)
Comprehensive income (loss) combines net income (loss) and other comprehensive income items, which are reported as components of stockholders’ equity in the accompanying Consolidated Balance Sheets.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Changes in each component of Accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the three and six months ended June 30, 2021 and 2020 are as follows:
Currency Translation AdjustmentsHedging Activities AdjustmentsPension and Other Postretirement Benefit Liability AdjustmentTotal
(In thousands)
Balance at January 1, 2021$(26,543)$(13,485)$(8,676)$(48,704)
Other comprehensive loss before reclassifications(4,693)803 (3,890)
Income tax effects before reclassifications(402)(277)(679)
Amounts reclassified from AOCI1,228 1,228 
Income tax effects on reclassifications(394)(394)
Currency translation AOCI632 375 1,007 
Balance at March 31, 2021(31,638)(12,327)(7,467)(51,432)
Other comprehensive income before reclassifications7,195 1,057 8,252 
Income tax effects before reclassifications522 (347)175 
Amounts reclassified from AOCI1,224 1,224 
Income tax effects on reclassifications(398)(398)
Currency translation AOCI(155)(109)(264)
Balance at June 30, 2021$(23,921)$(11,772)$(6,750)$(42,443)
Currency Translation AdjustmentsHedging Activities AdjustmentsPension and Other Postretirement Benefit Liability AdjustmentTotal
(In thousands)
Balance at January 1, 2020$(12,282)$(10,891)$(11,189)$(34,362)
Other comprehensive loss before reclassifications(22,735)(1,241)(23,976)
Income tax effects before reclassifications(1,336)426 (910)
Amounts reclassified from AOCI2,398 2,398 
Income tax effects on reclassifications(776)(776)
Currency translation AOCI195 225 420 
Balance at March 31, 2020(36,353)(11,511)(9,342)(57,206)
Other comprehensive income (loss) before reclassifications799 (2,224)(1,425)
Income tax effects before reclassifications(169)708 539 
Amounts reclassified from AOCI2,654 2,654 
Income tax effects on reclassifications(904)(904)
Currency translation AOCI(124)(155)(279)
Balance at June 30, 2020$(35,723)$(13,151)$(7,747)$(56,621)
Note K. 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.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
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,
2021202020212020
(In thousands, except per share amounts)
Net income (loss) for the period - attributable to ordinary equity holders of the parent$89,058 $(17,780)$112,596 $253 
Weighted average number of ordinary shares60,652 60,487 60,649 60,361 
Basic EPS$1.47 $(0.30)$1.86 $0 
Dilutive effect of share based payments91 776 72 946 
Weighted average number of diluted ordinary shares60,743 61,263 60,721 61,307 
Diluted EPS$1.47 $(0.29)$1.85 $0 
Note L. 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 the future tax benefits that arise from the losses in jurisdictions for which no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and 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 six months ended June 30, 2021 amounted to $41.8 million compared to $1.8 million for the six months ended June 30, 2020.
Income tax expense for the three months ended June 30, 2021 amounted to $33.5 million compared to income tax benefit of $5.9 million for the three months ended June 30, 2020.
For the three and six months ended June 30, 2021 and 2020, our effective income tax rates were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Effective income tax rates27.3 %24.8 %27.1 %87.4 %
The decrease in our effective tax rate for the six months ended June 30, 2021 was primarily attributable to the impact of a discrete deferred tax gain of $1.4 million on the revaluation of realizability of certain deferred tax assets compared with an discrete deferred tax expense of $1.2 million within the six months ended June 30, 2020 in relation to the lower pre-tax income 2020.
The increase in our effective tax rate for the three months ended June 30, 2021 was primarily attributable to the impact of a discrete deferred tax gain of $0.7 million due to the reassessment of the recoverability of deferred tax assets compared with an discrete deferred tax expense of $1.0 million within the three months ended June 30, 2020 in relation to the negative pre-tax income.
Note M. Commitments and Contingencies
Environmental Matters
EPA Action
During 2008 and 2009, the U.S. Environmental Protection Agency (“EPA”) contacted all U.S. carbon black producers as part of an industry-wide EPA initiative, requesting extensive and comprehensive information under Section 114 of the U.S. Clean Air Act. The EPA used that information to determine, for each facility, that either: (i) the facility has been in compliance with the Clean Air Act; (ii) violations have occurred and enforcement litigation may be undertaken; or (iii) violations have occurred and a settlement of an enforcement case is appropriate. In response to information requests received by the Company’s U.S. facilities, the Company furnished information to the EPA on each of its U.S. facilities. EPA subsequently sent notices under Section 113(a) of the Clean Air Act in 2010 alleging violations of Prevention of Significant Deterioration (“PSD”) and Title V permitting requirements under the Clean Air Act at the Company’s Belpre (Ohio) facility. In October 2012, the Company received a corresponding notice and finding of violation (a “NOV”) alleging the failure to obtain PSD and Title V permits reflecting Best Available Control Technology (“BACT”) at several units of the Company’s Ivanhoe (Louisiana) facility, and in January 2013 the Company also received a NOV issued by the EPA for its facility in Borger (Texas) alleging the failure to obtain PSD and Title V permits reflecting BACT during the years 1996 to 2008. A comparable NOV for the Company’s U.S.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
facility in Orange (Texas) was issued by the EPA in February 2013; and EPA issued an additional NOV in March 2016 alleging more recent non-PSD air emissions violations primarily at the dryers and the incinerator of the Orange facility.
In 2013, Orion began discussions with the EPA and the U.S. Department of Justice about a potential settlement to resolve the NOVs received, which ultimately led to a consent decree executed between Orion Engineered Carbons LLC (for purpose of this note M. “Orion”) and the United States (on behalf of the EPA), as well as the Louisiana Department of Environmental Quality. The consent decree (the “EPA CD”) became effective on June 7, 2018. The EPA CD resolves and settles the EPA’s claims of noncompliance set forth in the NOVs and in a respective complaint filed in court against Orion by the United States immediately prior to the filing of the consent decree.
All 5 U.S. carbon black producers have settled with the U.S. government.
Under Orion’s EPA CD, Orion is installing certain pollution control technology in order to further reduce emissions at its 4 U.S. manufacturing facilities in Ivanhoe (Louisiana), Belpre (Ohio), Borger (Texas), and Orange (Texas) over approximately five years. The EPA CD also requires the continuous monitoring of emissions reductions that Orion will need to comply with over a number of years. Orion has commenced the installation works for its Ivanhoe and Orange facilities. While the construction at Orange has been completed according to schedule despite COVID-19 related impacts, the construction at the Ivanhoe facility has been subject to COVID-19-related delays, and as a result we have declared force majeure with respect to the EPA CD and requested an extension of the timeline for completion of installations. The EPA has not confirmed our extension request but has deferred judgment on it at this time. In line with EPA’s respective request, Orion continues to provide regular updates to the EPA on the Ivanhoe installation works timeline and respective COVID-19 related impacts and mitigation measures.
Under the EPA CD, Orion can choose either its Belpre or Borger facilities as the next site for installation of pollution control equipment with comparable effectiveness. We expect the capital expenditures for installation of pollution control equipment in the remaining Orion facilities to decrease due to economies of scale and synergies from prior installations. We also expect that the third and fourth plants will require significantly less costly pollution control equipment given the requirements of the EPA CD. We estimate the installations of monitoring and pollution control equipment at all 4 Orion plants in the U.S. will require capital expenditures in an approximate range between $270 million to $290 million of which approximately $155 million has been spent to date. To narrow this range, the Company is pursuing further scope design and estimation efforts. However, the actual total capital expenditures we might need to incur to fulfill the requirements of the EPA CD remain uncertain. The EPA CD allows some flexibility for Orion to choose among different technology solutions for reducing emissions and the locations where these solutions are implemented. The solutions Orion ultimately chooses to implement at its facilities other than Ivanhoe (Louisiana) and Orange (Texas), may differ in scope and operation from those it currently anticipates (including those discussed in the next paragraph) and, for any and all of its still affected 3 facilities, factors, such as timing, locations, target levels, changing cost estimates and local regulations, could cause actual capital expenditures to exceed or be lower than current expectations or affect Orion’s ability to meet the agreed target emission levels or target dates for installing required equipment as anticipated or at all. Orion also agreed to and paid a civil penalty of $0.8 million and agreed to perform environmental mitigation projects totaling $0.6 million. Noncompliance with applicable emissions limits could lead to further penalty payments to the EPA.
As part of Orion’s compliance plan under the EPA CD, in April 2018 Orion signed a contract with Haldor Topsoe group to install its SNOXTM emissions control technology to remove SO2, NOx and dust particles from tail gases at Orion’s Ivanhoe, Louisiana Carbon Black production plant. The SNOXTM technology has not been used previously in the carbon black industry.
Orion’s Share Purchase Agreement with Evonik in connection with the acquisition of the carbon black business line from Evonik Industries AG, completed on July 29, 2011 (“Acquisition), provided for a partial indemnity from Evonik against various exposures, including, but not limited to, capital investments, fines and costs arising in connection with Clean Air Act violations that occurred prior to July 29, 2011. Except for certain less relevant allegations contained in the second NOV received for the Company’s facility in Orange (Texas) in March 2016, all of the other allegations made by the EPA with regard to all 4 of the Company’s U.S. facilities - as discussed above - relate to alleged violations before July 29, 2011. The indemnity provided for a recovery from Evonik of a share of the costs (including fines), expenses (including reasonable attorney’s fees, but excluding costs for maintenance and control in the ordinary course of business and any internal cost of monitoring the remedy), liabilities, damages and losses suffered and was subject to various contractual provisions including provisions set forth in the Share Purchase Agreement with Evonik, such as a de minimis clause, a basket, overall caps (which apply to all covered exposures and all covered environmental exposures, in the aggregate), damage mitigation and cooperation requirements, as well as a statute of limitations provision. In June 2021, Orion and Evonik agreed to settle their disputes. Evonik made a one-time cash payment €66.55 million ($79.5 million) to Orion which resolved all pending claims and counterclaims of $3.4 million. In the Condensed Consolidated Financial Statements, we recorded a gain aggregating $82.9 million.
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 excluding China as collateral under the Credit Agreement. As of June 30, 2021, the Company had guarantees totaling $16.9 million issued by various financial institutions.
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Note N. 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
2 operating segments, Rubber Carbon Black and Specialty Carbon Black.
Rubber carbon black—Used in the reinforcement of rubber in tires and mechanical rubber goods.
Specialties—Used as pigments and performance additives in coatings, polymers, printing and special applications.
The CEO, CFO and certain other senior management members, together, are the chief operating decision maker (“CODM”). Discrete financial information is available for each of the segments, and the CODM uses operating results of each operating segments for performance evaluation and resource allocation.
Our CODM uses Adjusted EBITDA as the primary measure for reviewing our segment profitability. We define segment Adjusted EBITDA as Income from operations before depreciation and amortization, adjusted for acquisition related expenses, restructuring expenses, consulting fees related to Company strategy, share of profit or loss of joint venture and certain other items.
The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.
The following table shows the percent of revenue recognized in each of the Company’s reportable segment:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Rubber61 %53 %61 %60 %
Specialty39 %47 %39 %40 %
Adjustment items are not allocated to the individual segments as they are managed on a group basis.
Segment reconciliation for the three months ended June 30, 2021 and 2020:
RubberSpecialtiesCorporateTotal Segments
(In thousands)
2021
Net sales from external customers$244,733 $156,243 $ $400,976 
Adjusted EBITDA$39,459 $39,356 $ $78,815 
Corporate charges— — (3,777)(3,777)
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment(14,102)(11,071)— (25,173)
Gain related to litigation settlement0082,858 82,858 
Excluding equity in earnings of affiliated companies, net of tax(247)— — (247)
Interest and other financial expense, net(8,951)(8,951)
Reclassification of actuarial losses from AOCI(1,224)(1,224)
Pre-tax income before earnings in affiliated companies and income taxes$122,301 
2020
Net sales from external customers$108,261 $94,387 $ $202,648 
Adjusted EBITDA$(1,233)$16,470 $ $15,237 
Corporate charges— — (6,089)(6,089)
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment(12,261)(9,616)— (21,877)
Gain related to litigation settlement0000
Excluding equity in earnings of affiliated companies, net of tax(151)— (151)
Interest and other financial expense, net(8,277)(8,277)
Reclassification of actuarial losses from AOCI(2,654)(2,654)
Pre-tax loss before earnings in affiliated companies and income taxes$(23,810)
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Orion Engineered Carbons S.A
Notes to the Condensed Consolidated Financial Statements—(continued)
Segment reconciliation for the six months ended June 30, 2021 and 2020:
RubberSpecialtiesCorporateTotal Segments
(In thousands)
2021
Net sales from external customers$460,651 $300,402 $ $761,053 
Adjusted EBITDA$70,630 $79,036 $ $149,666 
Corporate charges— — (6,002)(6,002)
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment(28,393)(22,407)— (50,800)
Gain related to litigation settlement0082,858 82,858 
Excluding equity in earnings of affiliated companies, net of tax(393)— — (393)
Interest and other financial expense, net(18,910)(18,910)
Reclassification of actuarial losses from AOCI(2,452)(2,452)
Pre-tax income before earnings in affiliated companies and income taxes$153,967 
2020
Net sales from external customers$324,489 $214,166 $ $538,655 
Adjusted EBITDA$34,535 $44,547 $ $79,082 
Corporate charges— — (8,411)(8,411)
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment(27,554)(18,168)— (45,722)
Excluding equity in earnings of affiliated companies, net of tax(285)— — (285)
Interest and other financial expense, net(17,888)(17,888)
Reclassification of actuarial losses from AOCI(5,052)(5,052)
Pre-tax income before earnings in affiliated companies and income taxes$1,724 
The sales information noted above relates to external customers only. “Corporate” includes income and expense that cannot be directly allocated to the business segments or are managed on corporate level and includes finance income and expenses, taxes and items with less bearing on the underlying core business. In the Consolidated Statements of Operations, shipping and handling costs of $24.0 million and $11.6 million for the three months ended June 30, 2021 and 2020, respectively, and $46.5 million and $30.8 million for the six months ended June 30, 2021 and 2020, respectively, were reflected in Selling, general and administrative expenses.
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Orion Engineered Carbons 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, 2021 and 2020 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) included 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
In this report, we present certain financial measures that are not recognized by GAAP. The non-GAAP financial measures contained in this report are unaudited and have not been prepared in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below.
The non-GAAP financial measures used in this report are Contribution Margin, Contribution Margin per Metric Ton (collectively, “Contribution Margins”), Adjusted EBITDA, Net Working Capital and Capital Expenditures. We define Contribution Margin as revenue less variable costs (such as raw materials, packaging, utilities and distribution costs). We define Contribution Margin per Metric Ton as Contribution Margin divided by volume measured in metric tons. We define Adjusted EBITDA as income from operations before depreciation and amortization, restructuring expenses, consulting fees related to Company strategy, gain related to legal settlement, share of profit or loss of joint venture and certain other items. Adjusted EBITDA is defined similarly in the Credit Agreement. Adjusted EBITDA is used by our management to evaluate our operating performance and 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 define Net Working Capital as inventories plus current trade receivables minus trade payables. We define Capital Expenditures as cash paid for the acquisition of intangible assets and property, plant and equipment as shown in the Condensed Consolidated Financial Statements.
We also use Segment Adjusted EBITDA Margin, which we define as Adjusted EBITDA for the relevant segment divided by the revenue for that segment.
We use Adjusted EBITDA, Contribution Margins and Net Working Capital, as well as Adjusted EBITDA by segment and Segment Adjusted EBITDA Margin, as internal measures of performance to benchmark and compare performance among our own operations. We use these measures, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance of our business. We believe these measures are useful measures of financial performance in addition to consolidated net income for the period, income from operations and other profitability measures under GAAP because they facilitate operating performance comparisons from period to period and company to company and, with respect to Contribution Margin, eliminate volatility in feedstock prices. By eliminating potential differences in results of operations between periods or companies caused by factors such as depreciation and amortization methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe Adjusted EBITDA provides a useful additional basis for comparing the current performance of the underlying operations being evaluated. For these reasons, we believe EBITDA-based measures are often used by the investment community as a means of comparison of companies in our industry. By deducting variable costs (such as raw materials, packaging, utilities and distribution costs) from revenue, we believe that Contribution Margins can provide a useful basis for comparing the current performance of the underlying operations being evaluated by indicating the portion of revenue that is not consumed by these variable costs and therefore contributes to the coverage of all costs and profits.
Different companies and analysts may calculate measures based on EBITDA, contribution margins and working capital differently, so making comparisons among companies on this basis should be done carefully. Adjusted EBITDA, Contribution Margins and Net Working Capital are not measures of performance under GAAP and should not be considered in isolation or construed as substitutes for revenue, consolidated net income for the period, income from operations, gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Reconciliation of Non-GAAP Financial Measures
Contribution Margin and Contribution Margin per Metric Ton (Non-GAAP Financial Measures)
Reconciliation of Contribution Margin and Contribution Margin per Metric Ton to gross profit is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In millions, unless otherwise indicated)
Revenue$401.0 $202.6 $761.1 $538.7 
Variable costs(247.4)(128.3)(460.4)(332.5)
Contribution margin153.6 74.3 300.7 206.2 
Freight24.0 11.6 46.5 30.8 
Fixed costs(67.5)(52.0)(134.6)(112.9)
Gross profit$110.1 $33.9 $212.6 $124.1 
Volume (in kmt)250.3 156.9 504.4 392.0 
Contribution margin per metric ton$613.9 $473.6 $596.2 $525.9 
Gross profit per metric ton$439.8 $216.3 $421.5 $316.6 
Adjusted EBITDA (Non-GAAP Financial Measure)
Reconciliation of Adjusted EBITDA to consolidated net income is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In millions)
Net income (loss)$89.1 $(17.8)$112.6 $0.3 
Add back income tax expense33.4 (5.8)41.8 1.7 
Add back equity in earnings of affiliated companies, net of tax(0.2)(0.2)(0.4)(0.3)
Pre-tax income (loss) before earnings in affiliated companies and income taxes122.3 (23.8)154.0 1.7 
Add back interest and other financial expense, net9.0 8.2 18.8 17.9 
Add back reclassification of actuarial losses from AOCI1.2 2.7 2.5 5.1 
Income (loss) from operations132.5 (12.9)175.3 24.7 
Add back depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment25.1 21.9 50.8 45.7 
EBITDA157.6 9.0 226.1 70.4 
Equity in earnings of affiliated companies, net of tax0.2 0.2 0.4 0.3 
Extraordinary expense items related to COVID-19— 2.7 — 2.7 
Evonik legal settlement:
Cash settlement(79.5)— (79.5)— 
Release of legal reserve, net(3.4)— (3.4)— 
Long term incentive plan1.2 1.2 2.3 0.1 
EPA-related expenses0.5 1.0 2.2 3.6 
Other adjustments (1)
2.2 1.1 1.6 2.0 
Adjusted EBITDA$78.8 $15.2 $149.7 $79.1 
Adjusted EBITDA Specialty Carbon Black$39.4 $16.5 $79.0 $44.5 
Adjusted EBITDA Rubber Carbon Black$39.5 $(1.2)$70.6 $34.5 

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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Operating Results
For the three and six months ended June 30, 2021 compared to three and six months ended June 30, 2020
The table below presents our historical results derived from our Condensed Consolidated Financial Statements for the periods indicated.
Statement of Operations DataThree Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In millions)
Net sales$401.0 $202.6 $761.1 $538.7 
Cost of sales290.9 168.7 548.5 414.6 
Gross profit110.133.9212.6124.1
Selling, general and administrative expenses55.138.5107.483.1
Research and development costs5.94.410.79.4
Gain related to litigation settlement(82.9)0.0(82.9)0.0
Other expenses (income),net(0.5)3.92.16.9
Income (loss) from operations132.5(12.9)175.324.7
Interest and other financial expense, net9.08.218.817.9
Reclassification of actuarial losses from AOCI1.22.72.55.1
Pre-tax income (loss) before earnings in affiliated companies and income taxes122.3(23.8)154.01.7
Income tax expense (benefit)33.4(5.8)41.81.7
Equity in earnings of affiliated companies, net of tax0.20.20.40.3
Net income (loss)$89.1 $(17.8)$112.6 $0.3 
Net sales,
Net sales increased by $198.4 million, or 97.9%, in the second quarter of 2021 to $401.0 million compared to the second quarter of 2020, driven primarily by higher sales volume, favorable product mix and the impact of passing through higher feedstock costs.
Volume increased by 93.4 kmt or 59.5%, in the second quarter of 2021 to 250.3 kmt compared to the second quarter of 2020, with higher demand in both segments, across all applications and geographies, primarily driven by a sharp global recovery from the COVID-19 induced economic downturn.
Net sales increased by $222.4 million, or 41.3%, in the six months ended June 30, 2021 to $761.1 million compared to the six months ended June 30, 2020, driven primarily by higher sales volume, favorable product mix and the impact of passing through higher feed stock costs.
Volume increased by 112.4 kmt, or 28.7%, to 504.4 kmt compared to the six months ended June 30, 2020, with higher demand in both segments, across all application and geographies, driven by a sharp global economic recovery from COVID-19 induced economic downturn.
Cost of sales
Cost of sales increased by $122.2 million, or 72.4%, to $290.9 million in the second quarter of 2021 compared to second quarter of 2020, mainly as a result of higher production and associated costs.
Cost of sales increased by $133.9 million, or 32.3%, to $548.5 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to higher production and associated costs.
Selling, general and administrative expenses
Selling, general and administrative expenses increased by $16.6 million, or 43.1%, to $55.1 million in the second quarter of 2021 compared to the six months ended June 30, 2020, driven primarily by higher freight costs due to increase in sales volumes and higher incentive compensation.
Selling, general and administrative expenses increased by $24.3 million, or 29.2%, to $107.4 million in the second quarter of 2021 compared to the six months ended June 30, 2020, driven primarily by higher freight costs due to increase in sales volumes and higher
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
incentive compensation.
Gain related to litigation settlement
During the second quarter of 2021, Evonik agreed to make a one-time cash payment of €66.55 million ($79.5 million) to settle dispute which originated from the acquisition of the carbon black business by Rhône Capital and Triton in 2011. The 2011 acquisition agreement provided for a partial indemnity from Evonik against various exposures, including capital investments, fines and costs arising in connection with U.S. Clean Air Act violations that occurred prior to the closing of the 2011 acquisition (i.e., under Evonik’s control). In addition, we released $3.4 million of legal reserves, net, related to this dispute.
Income (loss) from operations
Income from operations in the second quarter of 2021 increased to $132.5 million compared to the second quarter 2020 loss from operations of $12.9 million, an increase of $145.4 million. The increase was primarily driven by favorable operating leverage associated with substantially higher sales volume, favorable product mix and the Evonik legal settlement related gain, partially offset by higher selling, general and administrative costs.
Income from operations increased by $150.6 million to $175.3 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase was primarily driven by favorable operating leverage associated with substantially higher sales volumes, the impact of passing-through higher feedstock costs and the Evonik legal settlement related gain, partially offset by higher selling and administrative costs.
Reclassification of actuarial losses from AOCI
The actuarial losses associated with our 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.
Pre-tax income (loss) before earnings in affiliated companies and income taxes
Income from operations before income taxes and equity in earnings of affiliated companies in the second quarter of 2021 increased by $146.1 million, year over year, primarily driven by favorable operating leverage associated with substantially higher sales volumes, the impact of passing-through higher feedstock costs and the Evonik legal settlement related gain, partially offset by higher selling and administrative costs.
Income from operations before income tax expense and equity in earnings of affiliated companies increased by $152.3 million from $1.7 million in the six months ended June 30, 2020 to $154.0 million in the six months ended June 30, 2021, primarily driven by favorable operating leverage associated with substantially higher sales volumes, the impact of passing-through higher feedstock costs, and the Evonik legal settlement related gain, partially offset by higher selling and administrative costs, net.
Provision for income taxes
For the three months ended June 30, 2021, the Company recognized income before provision for income taxes of $122.3 million, compared to loss before provision for income taxes of $23.8 million in the three months ended June 30, 2020. The provision for income taxes was an expense of $33.4 million for the three months ended June 30, 2021 and a benefit of $5.8 million for the three months ended June 30, 2020. The effective tax rate for the three months ended June 30, 2021 was 27%, as compared to 25% for the three months ended June 30, 2020. The increase in our effective tax rate for the three-month period ended June 30, 2021 is primarily attributable to the reassessment of the recoverability of deferred tax assets and the projected earnings mix by geography and tax jurisdiction.
For the six months ended June 30, 2021 the Company recognized income before provision for income taxes of $154.0 million, compared to $1.7 million in the six months ended June 30, 2020. The provision for income taxes was $41.8 million for the six months ended June 30, 2021 and $1.7 million for the six months ended the six months ended June 30, 2020. The effective tax rate for the six months ended June 30, 2021 was 27%, as compared to 87% for the six months ended June 30, 2020. The decrease in our effective tax rate for the six-month period ended June 30, 2021 was primarily attributable to the impact of a discrete deferred tax gain of $1.4 million on the revaluation of realizability of certain deferred tax assets and the projected earnings mix by geography and tax jurisdiction.
Net income (loss)
Net income, in the second quarter of 2021, increased by $106.9 million, year over year, primarily due to higher sales volume driven by the global economic recovery, favorable product mix, the impact of passing-through higher feedstock costs and gain on legal settlement and release of tax reserve discussed above, partially offset by higher selling and administrative costs and income tax expense.
Our net income in the six months ended June 30, 2021 amounted to $112.6 million, an increase of $112.3 million, primarily due by favorable operating leverage associated with substantially higher sales volumes, the impact of passing-through higher feedstock costs, and the Evonik legal settlement related gain, partially offset by higher selling and administrative costs and income tax expense.
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Contribution Margin and Contribution Margin per Metric Ton (Non-GAAP Financial Measures)
Contribution margin increased in the second quarter of 2021 by $79.3 million, or 106.7%, to $153.6 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume.
Contribution Margin increased by $94.5 million, or 45.8%, to $300.7 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase is primarily due to favorable operating leverage associated with substantially higher sales volumes and the impact of passing-through higher feedstock costs.
Contribution margin per metric ton increased by 13.4%, to $596.2 per metric ton in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
Adjusted EBITDA (Non-GAAP Financial Measure)
Adjusted EBITDA increased in the second quarter of 2021 by $63.6 million, or 418.4%, to $78.8 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume and favorable product mix.
Adjusted EBITDA increased by $70.6 million, or 89.3%, from $79.1 million in the six months ended June 30, 2020 to $149.7 million in the six months ended June 30, 2021, primarily due to favorable operating leverage associated with substantially higher sales volume and favorable product mix.
Segment Discussion
Our business operations are divided into two operating segments—the Specialty Carbon Black segment and the Rubber Carbon Black segment. We use segment revenue, segment gross profit, segment volume, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin as measures 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,
2021202020212020
(In millions, unless otherwise indicated)
Specialty Carbon Black
Net sales$156.3 $94.4 $300.4 $214.2 
Cost of sales(103.3)(70.2)(194.0)(150.3)
Gross profit$53.0 $24.2 $106.4 $63.9 
Volume (kmt)68.1 49.5 139.5 107.8 
Adjusted EBITDA$39.3 $16.5 $79.0 $44.5 
Adjusted EBITDA Margin (%)25.2 17.4 26.3 20.8 
Rubber Carbon Black
Net sales$244.7 $108.2 $460.7 $324.5 
Cost of sales(187.6)(98.5)(354.5)(264.3)
Gross profit$57.1 $9.7 $106.2 $60.2 
Volume (kmt)182.2 107.4 364.9 284.2 
Adjusted EBITDA$39.5 $(1.3)$70.7 $34.6 
Adjusted EBITDA Margin (%)16.1 (1.1)15.3 10.6 
Specialty Carbon Black
2021 Compared to 2020
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Net sales of the Specialty Carbon Black segment increased by $61.9 million, or 65.6% to $156.3 million, year over year, primarily driven by a 18.6 kmt, or 37.6%, to 68.1, volume increase, favorable product mix, and passing through higher feedstock costs. Volume gains across all regions reflected a broad-based demand increase across all applications reflecting a sharp global recovery from the COVID-19 induced economic downturn.
Gross profit of the Specialty Carbon Black segment increased by $28.8 million, or 119.0%, to $53.0 million, year over year, as a result of higher volumes and the impact of passing-through higher feedstock costs. Volume gains across all regions reflected a broad-based demand increase across nearly all applications reflecting a sharp global recovery from the COVID-19 induced economic downturn.
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Adjusted EBITDA of the Specialty Carbon Black segment increased by $22.8 million, or 138.2% to $39.3 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume, and favorable product mix. Year over year, Adjusted EBITDA margin rose 780 basis points to 25.2%.
Six months ended June 30, 2021 compared to six months ended June 30, 2020
Net sales of the Specialty Carbon Black segment increased by $86.2 million, or 40.2% to $300.4 million, year over year, a 29.4% volume increase, primarily reflecting favorable operating leverage associated with substantially higher sales volume and the impact of passing-through higher feedstock costs. Volume gains were in all regions and reflected a broad-based demand increase across nearly all applications.
Specialty Carbon Black segment volumes increased by 31.7 kmt, or 29.4%, to 139.5 kmt, year over year.
Gross profit of the Specialty Carbon Black segment increased by $42.5 million, or 66.5%, to $106.4 million, year over year, as a result of favorable operating leverage associated with substantially higher sales volume and the impact of passing-through higher feedstock costs.
Adjusted EBITDA of the Specialty Carbon Black segment increased by $34.5 million, or 77.5% to $79.0 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume and the impact of passing-through higher feedstock costs. Year over year, Adjusted EBITDA margin rose 550 basis points to 26.3%.
Rubber Carbon Black
2021 Compared to 2020
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Net sales increased by $136.5 million, or 126.2% to $244.7 million, year over year, primarily reflecting higher sales volume, favorable product mix, and passing through higher feedstock costs.
Rubber Carbon Black segment volumes increased by 74.8 kmt, or 69.6%, to 182.2 kmt, year over year. reflecting the broader global economic recovery across all regions.
Gross profit of the Rubber Carbon Black segment increased by $47.4 million, or 488.7% to $57.1 million, year over year, primarily reflecting higher sales volume, and pass through of higher feedstock costs.
Rubber Adjusted EBITDA increased by $40.8 million, to $39.5 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume and favorable product mix. Adjusted EBITDA margin rose 1,720 basis points to 16.1%, year over year.
Six months ended June 30, 2021 compared to six months ended June 30, 2020
Net sales increased by $136.2 million, or 42.0% to $460.7 million, year over year, primarily reflecting higher sales volume, favorable product mix, and passing through higher feedstock costs.
Rubber Carbon Black segment volumes increased by 80.7 kmt, or 28.4%, to 364.9 kmt, year over year. reflecting the broader global economic recovery across all regions.
Gross profit of the Rubber Carbon Black segment increased by $46.0 million, or 76.4% to $106.2 million, year over year, primarily reflecting higher sales volume, and pass through of higher feedstock costs.
Rubber Adjusted EBITDA increased by $36.1 million, or 104.3%, to $70.7 million, year over year, primarily due to favorable operating leverage associated with substantially higher sales volume, and the impact of passing-through higher feedstock costs, partially offset by the increase in general and administrative expenses and one-time impact related to Winter Storm Uri. Adjusted EBITDA margin rose 470 basis points to 15.3%, year over year.
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
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,
20212020
(In millions)
Net cash provided by operating activities$85.1 $90.6 
Net cash used in investing activities(58.3)(89.4)
Net cash provided by (used in) financing activities(16.6)81.7 
2021
Net cash provided by operating activities during the six months ended June 30, 2021 was $85.1 million. The cash provided by operating activities primarily reflected our net income, adjusted for non-cash items and changes in working capital and $82.9 million related to Evonik legal settlement gain. See Note M. Commitments and Contingencies for further discussion on Evonik legal settlement.
Net cash used by investing activities in the six months ended June 30, 2021 amounted to $58.3 million, net. These expenditures were comprised of a combination of safety, sustainability and growth investments as well as expenditures associated with our ongoing efforts to install emissions reduction technology to meet EPA requirements in the U.S.
Net cash used by financing activities during the six months ended June 30, 2021 amounted to $16.6 million. Cash outflows during the six months of $12.4 million were primarily related to repayments under our senior secured revolving credit facilities (“RCF”), and scheduled debt repayments of $4.2 million, partially offset by drawings under our local bank loan facilities.
2020
Net cash provided by operating activities for the six months ended June 30, 2020 amounted to $90.6 million. The cash provided by operating activities primarily reflected our net income, adjusted for non-cash items and changes in the components of our working capital.

Net cash used by investing activities for the six months ended June 30, 2020 amounted to 89.4 million. These expenditures were comprised of a combination of safety, sustainability and growth investments as well as expenditures associated with our ongoing efforts to install emissions reduction technology to meet EPA requirements in the U.S.

Net cash provided by financing activities for the six months ended June 30, 2020 amounted to $81.7 million, primarily reflecting the company drawing under its revolver to bolster its cash position and enhance financial flexibility to successfully manage through the pandemic.
Sources of Liquidity
Our principal sources of liquidity are (i) cash on hand, (ii) net cash generated from operating activities, primarily driven by our operating results and changes in working capital requirements, and (iii) cash available through from financing activities, primarily driven by borrowing amounts available under our committed multicurrency, senior secured RCF, and related ancillary facilities, various uncommitted local credit lines and, from time to time, term loan borrowings.

We expect cash on hand and cash provided by operating activities and borrowings will be sufficient to pay our operating expenses, satisfy debt service obligations and fund capital expenditures for the foreseeable future.
As of June 30, 2021, the company had total liquidity of $364.0 million, including cash and equivalents of $74.1 million, $252.2 million under our revolving credit facility capacity, including ancillary lines, and $37.7 million of capacity under other available credit lines. Net debt was $640.7 million and net leverage was 2.37x.
Net Working Capital (Non-GAAP Financial Measure)
We define Net Working Capital as the total of inventories and current trade receivables, less trade payables. 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 tables set forth the principal components of our Net Working Capital as of the dates
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
indicated.
June 30, 2021December 31, 2020
(In millions)
Inventories$186.2 $141.5 
Trade receivables303.2 234.8 
Trade payables(151.7)(131.3)
Net working capital$337.7 $245.0 
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. Based on expected 2021 Net Working Capital requirements and normalized business activities, we estimate that a $10 per barrel movement in the Brent crude oil price correlates to a movement in our Net Working Capital of approximately $27 million to $30 million within about a two to three-month period.
Our Net Working Capital increased from $245.0 million as of December 31, 2020 to $337.7 million as of June 30, 2021. The components of working capital that used or provided cash were:
Inventories—due to higher oil prices and increase in production to meet forecasted demand resulted in raw material and finished goods inventory increases; and
Trade receivables—increase was driven by higher sales due to higher product demand.
Those increases were partially offset by:
Accounts payable—higher production and higher oil prices resulted in increased accounts payable.
Capital Expenditures (Non-GAAP Financial Measure)
We define Capital Expenditures as cash paid for the acquisition of intangible assets and property, plant and equipment as shown in the unaudited Condensed Consolidated Financial Statements.
We plan to finance our Capital Expenditures with cash generated by our operating activities. With the exception of required expenditures in association with our settlement with the EPA we currently do not have any material obligatory commitments to make Capital Expenditures outside the ordinary course of our business. For further discussion on EPA settlement, see “Note M. Commitments and Contingencies”.
Capital Expenditures during the six months ended June 30, 2021 amounted to $58.3 million were primarily associated with safety, sustainability and growth investments as well as expenditures associated with our ongoing efforts to install emissions reduction technology to meet EPA requirements in the U.S.
Capital Expenditures in the six months ended June 30, 2020 amounted to $89.4 million and were mainly comprised of preservation and overhaul projects and in expenditures related to investments required to address the EPA requirements in the United States.

Off-Balance Sheet Arrangements
As of June 30, 2021, we did not have any off-balance sheet arrangements.
Note Regarding Forward-Looking Statements
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: 
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
our strategies for (i) mitigating the impacts of the global outbreak of the coronavirus, (ii) strengthening our position in specialty carbon blacks and rubber carbon blacks, (ii) strengthening our position in specialty carbon blacks and rubber carbon blacks, (iii) increasing our rubber carbon black margins and (iv) strengthening the competitiveness of our operations;
the ability to pay dividends at historical dividend levels or at all;
cash flow projections;
the installation of pollution control technology in our U.S. manufacturing facilities pursuant to the EPA consent decree described herein;
the outcome of any in-progress, pending or possible litigation or regulatory proceedings; and
our expectation that the markets we serve will continue to grow.
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:
the effects of the COVID-19 pandemic on our business and results of operations;
negative or uncertain worldwide economic conditions;
volatility and cyclicality in the industries in which we operate;
operational risks inherent in chemicals manufacturing, including disruptions as a result of severe weather conditions and natural disasters;
our dependence on major customers and suppliers;
our ability to compete in the industries and markets in which we operate;
our ability to address changes in the nature of future transportation and mobility concepts which may impact our customers and our business;
our ability to develop new products and technologies successfully and the availability of substitutes for our products;
our ability to implement our business strategies;
volatility in the costs and availability of raw materials (including but not limited to any and all effects from restrictions imposed by the MARPOL convention and respective International Maritime Organization (IMO) regulations in particular to reduce sulfur oxides (SOx) emissions from ships) and energy;
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 realize benefits from planned plant capacity expansions and site development projects and the potential delays to such expansions and projects;
information technology system 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;
our exposure to political or country risks inherent in doing business in some countries;
geopolitical events in the European Union, and in particular the ultimate future relations between the European Union and the United Kingdom resulting from “Brexit” which may impact the Euro;
environmental, health and safety regulations, including nanomaterial and greenhouse gas emissions regulations, and the related costs of maintaining compliance and addressing liabilities;
possible future investigations and enforcement actions by governmental or supranational agencies;
our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases;
market and regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy;
litigation or legal proceedings, including product liability and environmental 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;
fluctuations in foreign currency exchange and interest rates;
the availability and efficiency of hedging;
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Orion Engineered Carbons S.A.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
changes in international and local economic conditions, including with regard to the Euro, dislocations in credit and capital markets and inflation or deflation;
potential impairments or write-offs of certain assets;
required increases in our pension fund contributions;
the adequacy of our insurance coverage;
changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;
our indemnities to and from Evonik (as defined below);
challenges to our decisions and assumptions in assessing and complying with our tax obligations; and
potential difficulty in obtaining or enforcing judgments or bringing actions against us in the United States.
In light of these risks, our results could differ materially from the forward-looking statements contained in this report and no undue reliance should be placed on those forward-looking statements. For further information regarding factors that could affect our business and financial results and the related forward-looking statements, see “Item 1A. Risk Factors.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information about market risks for the period ended June 30, 2021 does not differ materially from that discussed under Item 7A of our 2020 Form 10-K.
Item 4. Controls and Procedures
As of June 30, 2021, 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings

We become involved from time to time in various claims and lawsuits arising in the ordinary course of our business, such as employment related claims and asbestos litigation, against some of which we have limited indemnification from Evonik under the agreements relating to the Acquisition. Some matters involve claims for large amounts of damages as well as other relief. With respect to our settlement of the EPA’s enforcement initiative and the arbitration proceedings with Evonik see “Item 1. Business—Environmental, Health and Safety Matters—Environmental—Environmental Proceedings.” and “Item 1A. Risk Factors—Legal and Regulatory Matter—Litigation or legal proceedings could expose us to significant liabilities and thus adversely affect our business, financial condition, results of operations and cash flows.” as well as “Item 1A. Risk Factors—Legal and Regulatory Matter—We may not be able to protect our intellectual property rights successfully” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and is incorporated herein by reference. We believe, based on currently available information, that the results of the proceedings referenced above, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results and cash flow 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.
Item 1A. Risk Factors
There have been no material changes to risk factors associated with our business in “Item A. Risk Factors in our Annual Report in Form 10-K for the year ended December 31, 2020
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
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Orion Engineered Carbons S.A.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits

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Orion Engineered Carbons 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 ENGINEERED CARBONS S.A.
August 5, 2021By/s/ Lorin Crenshaw
Name: Lorin Crenshaw
Title: Chief Financial Officer

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