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Orion S.A.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

OEC$3.96-5.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001609804-25-000023

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001628280-25-048963

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 153 previous paragraphs and 169 current paragraphs.

101 unchanged; 39 reworded; 29 added; 13 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (29)

Current report

•EBITDA—Earnings before interest, taxes, depreciation and amortization.

Current report

Net sales for the three months ended September 30, 2025 decreased by $12.5 million, or 2.7%, year over year to $450.9 million, primarily due to lower oil prices and unfavorable product mix. Those were partially offset by higher volume and a favorable foreign exchange rate impact.

Current report

During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million. In addition, we incurred $1.5 million of professional fees in connection with our investigations. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current report

In the third quarter of 2025, we recovered $7.3 million (€6.3 million). In 2025, we incurred $0.8 million of professional fees. This recovery, net of legal fee, is reported in Loss (recovery) due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

Current report

During the third quarter of 2025, we experienced a significant decrease in the trading price of our common stock. In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have indirectly impacted our demand in core Western markets and our overall profitability. In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix. We performed a quantitative impairment assessment for each of our two reporting units as of September 30, 2025.

Current report

Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million. For more information, refer to Note D. Goodwillto the Condensed Consolidated Financial Statements.

Current report

The income tax benefit for the three months ended September 30, 2025 and 2024 was $0.5 million and $10.8 million, respectively.

Current report

The 2024 effective tax rate was impacted by $18.2 million of tax benefit related to Loss due to misappropriation of assets, net. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current report

Net loss decreased by $46.9 million in the third quarter of 2025 compared to the third quarter of 2024 discussed above.

Current report

The decrease was driven by unfavorable timing of the pass-through effect of raw material costs as well as unfavorable product and regional mix in both segments. These were partially offset by increased volume and a favorable foreign exchange rate impact.

Current report

For the nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Current report

Cost of sales increased by $9.1 million, or 0.8%, year over year to $1,112.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to higher Rubber Carbon Black volume and fixed costs.

Current report

Gross profit decreased by $57.4 million, or 16.9%, year over year to $282.1 million. The decrease was primarily driven by unfavorable product and regional mix and unfavorable timing from the pass-through effect of raw material costs.

Current report

During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million. In addition, we incurred $1.5 million of professional fees in connection with our investigations. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current report

In the third quarter of 2025, we recovered $7.3 million (€6.3 million). In 2025, we incurred $0.8 million of professional fees. This recovery, net of legal fee, is reported in Loss (recovery) due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

Current report

During the third quarter of 2025, we experienced a significant decrease in the trading price of our common stock. In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have indirectly impacted our demand in core Western markets and our overall profitability. In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix. We performed quantitative impairment assessment for each of our two reporting units at September 30, 2025.

Current report

Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million. For more information, refer to Note D. Goodwillto the Condensed Consolidated Financial Statements.

Current report

The 2024 effective tax rate was impacted by $18.2 million of tax benefit related to Loss due to misappropriation of assets, net. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current report

Volume increased marginally by 1.5 kmt, or 2.5%, year over year to 61.2 kmt for the three months ended September 30, 2025.

Current report

Net sales decreased by $2.5 million, or 1.5%, year over year to $160.0 million, and by $20.1 million, or 4.0%, year over year to $478.8 million for the three and nine months ended September 30, 2025, respectively, primarily due to lower oil prices and lower volume in the first half of 2025.

Current report

Adjusted EBITDA for the three months ended September 30, 2025 decreased by $5.6 million, or 20.6%, year over year to $21.6 million. The decrease was primarily due to unfavorable timing from the pass-through effect of raw material costs, product mix and higher fixed costs.

Current report

Adjusted EBITDA for the nine months ended September 30, 2025 decreased by $16.2 million, or 19.5%, year over year to $66.9 million. The decrease was primarily due to lower demand, unfavorable product and regional mix as well as unfavorable impact from the pass-through effect of raw material costs.

Current report

Gross profit decreased by $17.9 million, or 25.2%, year over year to $53.0 million and decreased by $44.8 million, or 20.2%, year over year to $176.9 million for the three and nine months ended September 30, 2025, respectively. The decrease was primarily due to higher fixed costs, and unfavorable price and regional customer mix. Those were partially offset by higher volume.

Current report

Adjusted EBITDA decreased by $31.6 million, or 20.1%, year over year to $125.8 million for the nine months ended September 30, 2025, primarily driven by unfavorable customer and regional mix as well as the unfavorable impact from the pass-through effect of raw material costs.
Removed paragraphs (13)

Previous report

In July 2025, we announced our plan to idle production of three to five carbon black lines at multiple operating facilities in the Americas and EMEA by the end of 2025. This decision is part of our strategy to focus maintenance investments on higher-performing production lines – making them more reliable and productive.

Previous report

Net sales for the three months ended June 30, 2025 decreased by $10.6 million, or 2.2%, to $466.4 million, year over year, primarily due to lower oil prices. This was partially offset by higher Rubber Carbon Black segment volume, favorable foreign exchange rate impact and higher cogeneration.

Previous report

The income tax expense for the three months ended June 30, 2025 was $4.6 million compared to $9.1 million for the three months ended June 30, 2024.

Previous report

Net income decreased by $11.5 million in the second quarter of 2025 compared to the second quarter of 2024.

Previous report

The decrease was driven by lower volume in the Specialty Carbon Black segment, unfavorable price and unfavorable timing from the pass-through of raw material costs, partially offset by higher cogeneration.

Previous report

For the six months ended June 30, 2025 compared to six months ended June 30, 2024

Previous report

Cost of sales decreased marginally by $0.3 million, to $747.6 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Previous report

Gross profit decreased by $35.5 million, or 15.3%, to $196.5 million, year over year. The decrease was primarily driven by unfavorable impact from the pass-through of raw material costs, partially offset by higher cogeneration.

Previous report

Net sales decreased by $7.4 million, or 4.5%, year over year, to $158.1 million and by $17.6 million, or 5.2%, year over year, to $318.8 million for the three and six months ended June 30, 2025, respectively, primarily due to lower volume and lower oil prices.

Previous report

Adjusted EBITDA for the three and six months ended June 30, 2025 decreased by $8.1 million, or 28.9%, year over year, to $19.9 million and by $10.6 million, or 19.0%, year over year, to $45.3 million, respectively. The decrease was primarily due to lower volume and unfavorable price and product mix.

Previous report

Gross profit for the three and six months ended June 30, 2025 decreased by $4.5 million, or 6.4%, year over year, to $65.8 million and decreased by $26.9 million, or 17.8%, year over year, to $123.9 million. The decrease was primarily due to unfavorable timing from the pass-through of raw material costs.

Previous report

Adjusted EBITDA increased by $1.8 million, or 3.8%, year over year, to $48.9 million for the three months ended June 30, 2025, driven primarily by lower fixed costs and higher cogeneration, partly offset by unfavorable timing from the pass-through of raw material costs.
Reworded paragraphs (39)

Previous wording

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, 2025 and 2024 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”).

Current wording

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 30, 2025 and 2024 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”).

Previous wording

These non-GAAP measures include, but are not limited to, Adjusted EBITDA, Segment Gross Profit, Net Working Capital and Capital Expenditures.

Current wording

These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Segment Gross Profit, Net Working Capital and Capital Expenditures.

Previous wording

The following table presents reconciliation of Net income to Adjusted EBITDA:

Current wording

The following table presents reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA:

Previous wording

Volume for the three months ended June 30, 2025 increased by 6.9 kmt to 240.0 kmt, year over year, due to higher volume in the Rubber Carbon Black segment.

Current wording

Volume for the three months ended September 30, 2025 increased by 12.3 kmt, year over year, to 237.5 kmt, primarily due to higher shipments in both segments.

Previous wording

Cost of sales for the three months ended June 30, 2025 increased marginally by $0.8 million, or 0.2%, to $368.0 million, year over year.

Current wording

Cost of sales for the three months ended September 30, 2025 increased by $9.4 million, or 2.6%, year over year to $365.3 million, primarily due to costs associated with higher volume and higher fixed costs.

Previous wording

Gross profit for the three months ended June 30, 2025 decreased by $11.4 million, or 10.4%, to $98.4 million, year over year. The decrease was driven primarily by lower volume in the Specialty Carbon Black segment, unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix in the Rubber Carbon Black segment.

Current wording

Gross profit for the three months ended September 30, 2025 decreased by $21.9 million, or 20.4%, year over year to $85.6 million. The decrease was driven primarily by unfavorable timing from the pass-through effect of raw material costs as well as unfavorable customer and regional mix in both segments.

Previous wording

Selling, general and administrative expenses for the three months ended June 30, 2025 decreased by $2.6 million, or 4.3% to $57.7 million, year over year, primarily driven by lower distribution costs.

Current wording

Selling, general and administrative expenses for the three months ended September 30, 2025 decreased by $0.4 million, or 0.7%, year over year to $57.5 million, primarily driven by lower distribution costs.

Previous wording

For the three months ended June 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $13.0 million, compared to $29.4 million for the three months ended June 30, 2024.

Current wording

For the three months ended September 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $68.1 million, compared to Loss before earnings in affiliated companies and income taxes $31.2 million for the three months ended September 30, 2024.

Previous wording

The effective tax rate for the three months ended June 30, 2025, and 2024 was 35.4% and 31.0%, respectively. The increase in effective tax rate for three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily driven by valuation allowances for tax losses.

Current wording

The effective tax rate for the three months ended September 30, 2025, and 2024 was 0.7% and 34.6%, respectively. The decrease in effective tax rate for three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was primarily driven by valuation allowances for tax losses and a non-tax deductible loss in connection with the goodwill impairment.

Previous wording

Comprehensive income (loss) decreased in the second quarter of 2025 by $6.8 million to $4.3 million, year over year. The components of Comprehensive income (loss) are discussed below:

Current wording

Comprehensive loss increased in the third quarter of 2025 by $47.3 million year over year to $67.4 million. The components of Comprehensive income (loss) are discussed below:

Previous wording

•$5.7 million of net favorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro and

Current wording

•$4.4 million of net unfavorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro and

Previous wording

•$0.8 million of net unfavorable impact related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.

Current wording

•$4.0 million of net favorable impact related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.

Previous wording

Adjusted EBITDA decreased in the second quarter of 2025 by $6.3 million, or 8.4%, to $68.8 million, year over year.

Current wording

Adjusted EBITDA decreased in the third quarter of 2025 by $22.4 million, or 28.0%, to $57.7 million, year over year.

Previous wording

Volume increased by 10.2 kmt to 491.7 kmt compared to the six months ended June 30, 2024, primarily due to higher Rubber Carbon Black segment volume, partially offset by lower Specialty Carbon Black segment volume.

Current wording

Volume increased by 22.5 kmt year over year to 729.2 kmt compared to the nine months ended September 30, 2024, primarily due to higher Rubber Carbon Black segment volume.

Previous wording

Net sales decreased by $35.8 million, or 3.7%, in the six months ended June 30, 2025 to $944.1 million, year over year, primarily driven by the pass-through of lower oil prices, and lower Specialty Carbon Black segment volume. Those were partially offset by higher volume in the Rubber Carbon Black segment and higher cogeneration.

Current wording

Net sales decreased by $48.3 million, or 3.3%, year over year in the nine months ended September 30, 2025 to $1,395.0 million, primarily driven by the pass-through of lower oil prices, partially offset by higher volume in the Rubber Carbon Black segment and a favorable foreign exchange rate impact.

Previous wording

Selling, general and administrative expenses decreased by $5.7 million, or 4.7%, to $116.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by driven lower distribution, professional service and personnel costs.

Current wording

Selling, general and administrative expenses decreased by $6.1 million, or 3.4%, year over year to $173.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by impact of cost saving measures initiated by us and lower distribution costs. Those were partially offset by inflation and unfavorable foreign exchange rate impact.

Previous wording

For the six months ended June 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $30.5 million, compared to $69.5 million in the six months ended June 30, 2024.

Current wording

For the nine months ended September 30, 2025, the Company recognized Loss before earnings in affiliated companies and income taxes of $37.6 million, compared to Income before earnings in affiliated companies and income taxes of $38.3 million in the nine months ended September 30, 2024.

Previous wording

The provision for income taxes was an expense of $13.5 million and $22.6 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Current wording

The provision for income taxes was an expense of $13.0 million and $11.8 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Previous wording

The effective tax rate for the six months ended June 30, 2025, was 44.3%, as compared to 32.5% for the six months ended June 30, 2024. The increase in our effective tax rate for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily driven by valuation allowances for tax losses.

Current wording

The effective tax rate for the nine months ended September 30, 2025, was (34.6)%, as compared to 30.8% for the nine months ended September 30, 2024. The decrease in our effective tax rate for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily driven by valuation allowances for tax losses and a non-deductible expense in connection with the goodwill impairment.

Previous wording

Comprehensive income decreased by $16.6 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net income decreased by $29.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Comprehensive income decreased by $63.9 million year over year in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Net income decreased by $76.0 million year over year in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

•$14.7 million of net favorable impact due to foreign currency translation adjustments, and

Current wording

•$10.3 million of net favorable impact due to foreign currency translation adjustments, and

Previous wording

•$1.8 million of net unfavorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.

Current wording

•$2.2 million of net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.

Previous wording

Adjusted EBITDA decreased by $25.4 million, or 15.8%, from $160.4 million for the six months ended June 30, 2024 to $135.0 million in the six months ended June 30, 2025. The decrease was primarily due to lower volume in the Specialty Carbon Black segment, unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix in the Rubber Carbon Black segment. Those were partially offset by higher cogeneration.

Current wording

Adjusted EBITDA decreased by $47.8 million, or 19.9%, year over year from $240.5 million for the nine months ended September 30, 2024 to $192.7 million in the nine months ended September 30, 2025. The decrease was primarily due to lower volume in the Specialty Carbon Black segment, unfavorable customer and regional mix in the Rubber Carbon Black segment and unfavorable timing from the pass-through effect of raw material costs.

Previous wording

Volume decreased by 4.9 kmt, or 7.8%, year over year, to 58.0 kmt and by 6.3 kmt, or 5.0% year over year, to 119.9 kmt for the three and six months ended June 30, 2025, respectively, primarily due to lower demand in the Europe, Middle East and Africa, as well as the Americas region.

Current wording

Volume decreased by 4.8 kmt, or 2.6%, year over year to 181.1 kmt for the nine months ended September 30, 2025, respectively, primarily due to lower demand in the EMEA as well as the Americas regions in the first half of 2025.

Previous wording

Gross profit decreased by $6.9 million, or 17.5%, year over year, to $32.6 million and by $8.6 million, or 10.6%, year over year, to $72.6 million for the three and six months ended June 30, 2025, respectively, primarily driven by lower volume and unfavorable price and product mix.

Current wording

Gross profit decreased by $4.0 million, or 10.9%, year over year, to $32.6 million and by $12.6 million, or 10.7%, year over year to $105.2 million for the three and nine months ended September 30, 2025, respectively, primarily driven by lower volume, unfavorable price and product mix and higher fixed costs.

Previous wording

Volume increased by 11.8 kmt, or 6.9%, year over year, to 182.0 kmt and increased by 16.5 kmt, or 4.6%, year over year, to 371.8 kmt, for the three and six months ended June 30, 2025, primarily due to higher demand in the Asia Pacific and Americas regions.

Current wording

Volume increased by 10.8 kmt, or 6.5%, year over year to 176.3 kmt and increased by 27.3 kmt, or 5.2%, year over year to 548.1 kmt, for the three and nine months ended September 30, 2025, respectively, primarily due to higher demand in the Asia Pacific and Americas regions.

Previous wording

Net sales decreased by $3.2 million, or 1.0%, year over year, to $308.3 million and decreased by $18.2 million, or 2.8%, year over year, to $625.3 million for the three and six months ended June 30, 2025, primarily due to the pass-through of lower oil prices, partially offset by higher volume.

Current wording

Net sales decreased by $10.0 million, or 3.3%, year over year to $290.9 million and decreased by $28.2 million, or 3.0%, year over year to $916.2 million for the three and nine months ended September 30, 2025, respectively, primarily due to the pass-through of lower oil prices, partially offset by higher volume.

Previous wording

Adjusted EBITDA decreased by $14.8 million, or 14.2%, to $89.7 million for the six months ended June 30, 2025, driven primarily by unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix.

Current wording

Adjusted EBITDA decreased by $16.8 million, or 31.8%, year over year to $36.1 million for the three months ended September 30, 2025, driven primarily by the unfavorable impact from the pass-through effect of raw material costs as well as unfavorable customer and regional mix.

Previous wording

Net cash provided by operating activities during the six months ended June 30, 2025 was $54.1 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $228.2 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Current wording

Net cash provided by operating activities during the nine months ended September 30, 2025 was $122.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $331.9 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Previous wording

Net cash used in investing activities in the six months ended June 30, 2025 amounted to $71.4 million. The expenditures were primarily related to safety, maintenance and growth investments.

Current wording

Net cash used in investing activities in the nine months ended September 30, 2025 amounted to $112.3 million. The expenditures were primarily related to safety, maintenance and growth investments.

Previous wording

Net cash provided by financing activities for 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.

Current wording

Net cash used in financing activities during the nine months ended September 30, 2025 amounted to $5.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions, payments for debt issuance costs and $24.8 million in stock buybacks. Those were partially offset by inflows primarily consisted of $30.0 million related to other short-term debt borrowings and $1.5 million, net borrowings under our ancillary credit facilities.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2024, amounted to $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 Receivableto the Condensed Consolidated Financial Statements.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2024, amounted to $30.8 million. The cash provided by operating activities primarily reflects changes in working capital, $59.2 million Loss due to misappropriation of assets, net and professional fees of $1.5 million. Change in working capital includes $323.1 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2024, amounted to $87.8 million. These expenditures were composed of a combination of safety and maintenance-related.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2024, amounted to $135.7 million. These expenditures were composed of a combination of safety and maintenance-related.

Previous wording

Net cash provided by financing activities during the six months ended June 30, 2025 amounted to $14.0 million. These inflows primarily consisted of $17.6 million related to other short-term debt borrowings and $28.0 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2024, amounted to $119.3 million. These inflows primarily consisted of $68.7 million related to other short-term debt borrowings and $75.1 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks.

Previous wording

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.

Current wording

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 multi-currency, the 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.

Previous wording

As of June 30, 2025, the company had total liquidity of $181.9 million, including cash and equivalents of $42.6 million, $103.5 million availability under our revolving credit facility, including ancillary lines, and $35.8 million of capacity under other available credit lines.

Current wording

As of September 30, 2025, the company had total liquidity of $249.2 million, including cash and equivalents of $51.3 million, $165.8 million availability under our RCF, including ancillary lines, and $32.1 million of capacity under other available credit lines.

Previous wording

Our Net working capital increased from $346.1 million as of December 31, 2024, to $382.3 million as of June 30, 2025. The primary working capital change drivers, year over year, were as follows:

Current wording

Our Net working capital increased from $346.1 million as of December 31, 2024, to $362.6 million as of September 30, 2025. The primary working capital change drivers, year over year, were as follows:

Previous wording

•the impact of adoption of ASU 2025-01 on our financial results;

Current wording

•the impact of adoption of new ASUs on our financial results;

Previous wording

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, 2024 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.

Current wording

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 on Form 10-K for the year ended December 31, 2024 and in our quarterly reports on 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.