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Orion S.A.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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.

Jun 30, 2026 · Filed Aug 5, 2026

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 2026-03-31; filed 2026-05-06.

0001628280-26-031430

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001628280-26-053422

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 137 previous paragraphs and 158 current paragraphs.

92 unchanged; 25 reworded; 37 added; 19 removed; 1 previous and 4 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 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 (37)

Current report

This section should be read in conjunction with the discussion under Drivers of Demand, in Part 1, Item 1. Businessin our Annual Report in Form 10-K for the year ended December 31, 2025, for drivers and factors that are likely to have an impact on our operating results. For segment drivers, refer to Segment Discussion elsewhere in this document.

Current report

Net sales for the three months ended June 30, 2026 increased by $34.5 million, or 7%, year over year to $500.9 million, primarily due to a 9% favorable pass-through effect of higher year-over-year oil prices driven by the conflict in the Middle East and 2% favorable foreign exchange rate impact due to weakening of U.S. dollar versus the euro and other major currencies. The favorable variances were partially offset by unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment and 1% lower volumes primarily driven by lower tire production rates in the Americas as well as softer year-over-year original equipment (“OE”) manufacturer demand in the Americas and Asia Pacific regions.

Current report

Gross profit for the three months ended June 30, 2026 decreased by $5.4 million, or 5%, year over year to $93.0 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by a 4% favorable volume impact and 3% favorable foreign exchange rate impact.

Current report

Income before earnings in affiliated companies and income taxes for the three months ended June 30, 2026 decreased by $8.0 million, or 62%, year over year to $5.0 million.

Current report

Net income for the three months ended June 30, 2026 decreased by $7.2 million, or 80%, year over year to $1.8 million as discussed above.

Current report

Net sales increased by $16.3 million, or 2%, year over year in the six months ended June 30, 2026 to $960.4 million, primarily driven by 4% favorable foreign exchange rate impact due to weakening of the U.S. dollar versus the euro and other major currencies, partially offset by 3% unfavorable pricing, including lower year-over-year oil pass-through effects and lower annual contract agreements in our Rubber Carbon Black segment.

Current report

Cost of sales increased by $40.6 million, or 5%, year over year to $788.2 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly due to feedstocks linked to higher oil costs driven by the Middle East conflict.

Current report

Gross profit decreased by $24.3 million, or 12%, year over year to $172.2 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, primarily from annual contract agreements in our Rubber Carbon Black segment, a 4% effect from unfavorable product and regional mix and a 3% unfavorable timing effect from the pass-through of raw material costs, partially offset by 5% favorable foreign exchange rate impact.

Current report

Selling, general and administrative expenses increased by $5.7 million, or 5%, year over year to $121.8 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by 4% higher freight and distribution expenses.

Current report

Income before earnings in affiliated companies and income taxes for the six months ended June 30, 2026 decreased by $28.8 million, or 94%, year over year to $1.7 million.

Current report

Comprehensive loss was $4.5 million for the six months ended June 30, 2026 compared to Comprehensive income of $14.4 million for the six months ended June 30, 2025.

Current report

Net loss was $8.1 million for the six months ended June 30, 2026 compared to Net income of $18.1 million for the six months ended June 30, 2025.

Current report

We monitor certain sensitivities impacting our Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Inventories, net plus Accounts receivable, net minus Accounts payable (“Net Working Capital”) as follows:

Current report

◦Estimated impact on Net Working Capital is between $25 million to $30 million, over 3-4 months;

Current report

◦Estimated fiscal year impact on EBITDA is between $7 million to $10 million; and

Current report

•A one percent (1%) change in foreign currency exchange rates (euro vs U.S. dollar)—Estimated fiscal year impact on EBITDA is approximately $2 million.

Current report

For the quarter ending June 30, 2026, Adjusted EBITDA decreased $10.6 million, or 15%, year over year to $58.2 million. The decrease was driven by a 16% unfavorable pricing from lower annual contract agreements and a 4% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, which was partially offset by favorable volume and product mix in our Specialty Carbon Black segment. Additionally, foreign exchange rate impact was favorable by 4%.

Current report

For the six months ended June 30, 2026, Adjusted EBITDA decreased $30.7 million, or 23%, year over year to $104.3 million. The decrease was primarily due to a 16% unfavorable effect from lower annual contract agreements in our Rubber Carbon Black segment, a 5% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, partially offset by favorable volume and product mix in Specialty Carbon Black segment. Foreign currency exchange rate impact was favorable by 6%.

Current report

The Middle East conflict influenced our second quarter business performance. Our proactive pricing actions and surcharges enabled us to largely mitigate volatility in oil prices and associated feedstock costs. Additionally, we saw broad end market participation in Europe, Middle East and Africa (“EMEA”) and Americas regions, beyond customer restocking activity.

Current report

Net sales increased by $26.7 million, or 17%, year over year to $184.8 million, for the three months ended June 30, 2026, driven primarily by 8% higher pricing, mainly on higher year-over-year oil prices, 4% favorable product mix, 3% benefit from higher volumes in our Americas and EMEA regions and a 2% favorable foreign exchange rate impact.

Current report

Adjusted EBITDA increased by $19.1 million, or 96%, year over year to $39.0 million for the three months ended June 30, 2026. The increase was driven 52% by beneficial pricing across most products and regions, supported by higher oil prices, a 22% effect from higher volumes, a 19% benefit from favorable product mix and a 4% favorable foreign exchange rate impact.

Current report

Net sales increased by $35.7 million, or 11%, year over year to $354.5 million for the six months ended June 30, 2026, driven primarily by a 4% favorable foreign exchange rate impact, 4% favorable product mix and 3% higher volumes, driven by higher demand in our Americas and EMEA regions.

Current report

Adjusted EBITDA increased by $20.8 million, or 46%, year over year to $66.1 million for the six months ended June 30, 2026. The increase was driven primarily by a 16% favorable effect from higher volumes, a 15% effect from favorable product mix and an 9% favorable foreign exchange rate impact.

Current report

Despite creating volatility in oil-derived feedstock costs, along with concerns about input availability, the conflict in the Middle East did not materially impact fundamental demand trends in the key markets addressed by our Rubber Carbon Black segment during the second quarter of 2026. Demand for replacement tires in the Americas remained down year over year in the second quarter for both passenger car and truck and bus categories, while sales of OE passenger car tires improved slightly and OE truck and bus tire demand decreased. U.S. tire production rates were lower year over year. In Europe, passenger car tire sales, both replacement and OE, were down slightly on a year-over-year basis during the second quarter, while truck and bus tire sales were higher.

Current report

Net sales increased by $7.8 million, or 3%, year over year to $316.1 million for the three months ended June 30, 2026, primarily due to a positive 9% pass-through effect from higher year-over-year oil prices and 3% favorable foreign exchange rate impact, partially offset by unfavorable pricing of 4%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, 3% lower volume and 3% adverse customer and regional mix.

Current report

Adjusted EBITDA decreased by $29.7 million, or 61%, year over year to $19.2 million for the three months ended June 30, 2026, driven primarily by a unfavorable pricing of 22%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 20% unfavorable pass-through effect of raw material costs and a 14% unfavorable regional mix. Those were partially offset by a 4% favorable foreign exchange rate impact.

Current report

Net sales decreased by $19.4 million, or 3%, year over year to $605.9 million for the six months ended June 30, 2026, primarily due to 3% unfavorable regional customer mix, 2% pass-through effect from lower year-over-year oil prices and unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by 4% favorable foreign exchange rate impact.

Current report

Adjusted EBITDA decreased by $51.5 million, or 57%, year over year, to $38.2 million for the six months ended June 30, 2026, driven primarily by unfavorable pricing of 23%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 16% effect from unfavorable regional mix and 15% unfavorable pass-through effect from raw material costs. Foreign exchange rate impact was favorable by 4%.
Removed paragraphs (19)

Previous report

Volume for the three months ended March 31, 2026 increased by 4.8 kmt, year over year, to 256.5 kmt, primarily due to higher demand in Europe, Middle East and Africa (“EMEA”) and Asia Pacific (“APAC”) regions in both segments, partially offset by lower demand in the Americas.

Previous report

Net sales for the three months ended March 31, 2026 decreased by $18.2 million, or 3.8%, year over year to $459.5 million, primarily due to the pass-through effect of lower year-over-year oil prices, as well as unfavorable price and product mix. Those were partially offset by a favorable foreign exchange rate impact and higher volume in both segments.

Previous report

Gross profit for the three months ended March 31, 2026 decreased by $18.9 million, or 19.3%, year over year to $79.2 million. The decrease was primarily driven by unfavorable product and regional mix, unfavorable timing from the pass-through effect of raw material costs and contractual pricing.

Previous report

For the three months ended March 31, 2026, we recognized a Loss before earnings in affiliated companies and income taxes of $3.3 million, compared to Income before earnings in affiliated companies and income taxes of $17.5 million for the three months ended March 31, 2025.

Previous report

Net income decreased by $19.0 million in the first quarter of 2026 compared to the first quarter of 2025 as discussed above.

Previous report

•Segment Gross Profit—Segment Net sales minus segment Cost of sales.

Previous report

Adjusted EBITDA decreased in the first quarter of 2026 by $20.1 million, or 30.4%, to $46.1 million, year over year.

Previous report

The decrease was driven by unfavorable timing of the pass-through effect of raw material costs, lower contractual pricing, unfavorable product and regional mix in our Rubber Carbon Black segment and higher production costs. These were partially offset by a favorable foreign exchange rate impact in both segments.

Previous report

Specialty segment demand picked up considerably late in the first quarter, as the surge in oil prices precipitated channel restocking across most end-markets. Segment volumes increased 3.4% year over year, led by growth in the Americas, in particular, as well as our Europe, Middle East and Africa (“EMEA”) regions more than offsetting slightly lower year-over-year demand in the Asia Pacific (“APAC”) region.

Previous report

Net sales increased by $9.0 million, or 5.6%, year over year to $169.7 million, for the three months ended March 31, 2026, driven primarily by higher volume in Americas and EMEA regions, foreign exchange rate impact, favorable product mix, those were partially offset by unfavorable price.

Previous report

Gross profit increased by $3.2 million, or 8.0%, year over year, to $43.2 million for the three months ended March 31, 2026, primarily driven by the higher volume and favorable product mix.

Previous report

Adjusted EBITDA for the three months ended March 31, 2026 increased by $1.7 million, or 6.7%, year over year to $27.1 million. The increase drive primarily by higher volume, favorable product mix and favorable foreign currency translation impact, partially offset by higher production costs.

Previous report

Volume increased by 2.7 kmt, or 1.4%, year over year to 192.5 kmt for the three months ended March 31, 2026, primarily due to higher demand in the EMEA and APAC regions.

Previous report

Net sales decreased by $27.2 million, or 8.6%, year over year to $289.8 million for the three months ended March 31, 2026, primarily due to lower pricing, pass-through effect of lower year over year oil prices, and adverse regional customer mix, those were offset by higher volumes and favorable foreign currency translation impact.

Previous report

Gross profit decreased by $22.1 million, or 38.0%, year over year to $36.0 million for the three months ended March 31, 2026. The decrease was primarily due to unfavorable impact from the pass-through effect of raw material costs, lower contractual price and regional customer mix.

Previous report

Adjusted EBITDA decreased by $21.8 million, or 53.4%, year over year to $19.0 million for the three months ended March 31, 2026, driven primarily by the unfavorable impact from the pass-through effect of raw material costs, lower contractual price and unfavorable regional mix, those were partially offset by higher volumes and favorable foreign currency translation impact.

Previous report

•Inventories, net—The higher demand in the first quarter of 2026 resulted in a reduction in finished goods inventory. The value of Inventory, net was also impacted by foreign exchange rate; and

Previous report

In 2025 December, we adjusted the construction timeline of the La Porte facility to better reflect end market conditions, including a protracted domestic adoption rate of electric vehicles. For further discussion refer to Note F. Property, Plant and Equipment in the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Reworded paragraphs (25)

Previous wording

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three months ended March 31, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. Results for the three month periods ended March 31, 2026 is not necessarily indicative of results that may be expected for the entire year.

Current 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, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. Results for the three and six month periods ended June 30, 2026 are not necessarily indicative of results that may be expected for the entire year.

Previous wording

Cost of sales for the three months ended March 31, 2026 increased marginally by $0.7 million, or 0.2%, year over year to $380.3 million.

Current wording

Cost of sales for the three months ended June 30, 2026 increased by $39.9 million, or 11%, year over year to $407.9 million, mainly due to feedstocks linked to higher oil costs driven by the Middle East conflict.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2026 increased marginally by $0.7 million, or 1.2%, year over year to $59.1 million.

Current wording

Selling, general and administrative expenses for the three months ended June 30, 2026 increased by $5.0 million, or 9%, year over year to $62.7 million. The increase was driven 4% due to higher freight and distribution expenses and 3% higher variable compensation.

Previous wording

Income tax expense for the three months ended March 31, 2026 and 2025 were $6.7 million and $8.9 million, respectively. Income tax expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses.

Current wording

Income tax expense for the three months ended June 30, 2026 and 2025 was $3.4 million and $4.6 million, respectively. Income tax expense is primarily determined based on the projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.

Previous wording

Comprehensive loss decreased in the first quarter of 2026 by $14.8 million year over year to $4.7 million. The components of Comprehensive income (loss) are discussed below:

Current wording

Comprehensive income for the three months ended June 30, 2026 decreased by $4.1 million, or 95%, year over year to $0.2 million. The components of Comprehensive income are discussed below:

Previous wording

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

Current wording

The activities from the components of Other comprehensive income (loss) are discussed below:

Previous wording

•$1.0 million of net favorable impact due to change in foreign currency translation adjustments as a result of the weakening of the U.S. dollar versus euro, and

Current wording

•$3.2 million of net favorable impact due to change in foreign currency translation adjustments as a result of the weakening of the U.S. dollar versus euro.

Previous wording

•$3.2 million of net favorable impact related to financial derivative instruments, primarily driven by net periodic changes in cross currency and interest rate swaps.

Current wording

•$3.0 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

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

Current wording

These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Net Working Capital, Capital Expenditures and Free Cash Flow.

Previous wording

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

Current wording

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

Previous wording

As of March 31, 2026, the company had total liquidity of $192.3 million, including cash and equivalents of $50.5 million, and $141.8 million availability under our RCF, including ancillary lines.

Current wording

As of June 30, 2026, the company had total liquidity of $178.3 million, including cash and equivalents of $50.8 million, and $127.5 million availability under our RCF, including ancillary lines.

Previous wording

Net cash used in operating activities during the three months ended March 31, 2026 was $12.4 million. The cash used in operating activities primarily reflects changes in working capital. Change in working capital includes $96.0 million sale of certain accounts receivable, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Current wording

Net cash provided by operating activities during the six months ended June 30, 2026 was $14.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $197.3 million sale of certain accounts receivable, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Previous wording

Net cash used in investing activities in the three months ended March 31, 2026 amounted to $36.1 million. The expenditures were primarily related to safety, maintenance and growth investments (primarily for construction of our new conductive manufacturing plant at La Porte).

Current wording

Net cash used in investing activities in the six months ended June 30, 2026 amounted to $61.5 million. The expenditures were primarily related to safety, maintenance and growth investments.

Previous wording

Net cash provided by financing activities during the three months ended March 31, 2026 amounted to $39.6 million. The inflows primarily consists of borrowing under our RCF facilities of $81.5 million and $27.6 million, net borrowings under our ancillary credit facilities. The outflow primarily consisted of scheduled debt repayments, dividend distributions, and payments for debt issuance costs.

Current wording

Net cash provided by financing activities during the six months ended June 30, 2026 amounted to $37.4 million. The inflows primarily consist of borrowing under our RCF facilities of $66.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions and payments for debt issuance costs.

Previous wording

Net cash provided by operating activities for the three months ended March 31, 2025, amounted to $0.4 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $102.5 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 six months ended June 30, 2025, amounted to $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.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025, amounted to $29.2 million. The expenditures were primarily related to safety, maintenance and growth investments.

Current wording

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

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025, amounted to $21.8 million. The inflows primarily consisted of $24.5 million borrowing under our RFC facility, and $19.1 million, net borrowings under our ancillary credit facilities. The outflows primarily consists of scheduled debt repayments, dividend distributions and stock buybacks.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025, amounted to $14.0 million. The 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.

Previous wording

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.

Current wording

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 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.

Previous wording

Our Net working capital increased from $293.9 million as of December 31, 2025, to $353.5 million as of March 31, 2026. The primary working capital change drivers, year over year, were as follows:

Current wording

Our Net working capital increased from $293.9 million as of December 31, 2025, to $357.9 million as of June 30, 2026. The primary working capital change drivers, year over year, were as follows:

Previous wording

•Accounts receivable, net—This increase was primarily due to higher demand in the first quarter of 2026 compared to the fourth quarter of 2025 and the timing of payments. Refer Note B. Accounts Receivable for discussion.

Current wording

•Accounts receivable, net—This increase was primarily due to higher demand in 2026 compared to 2025 and the timing of payments. Refer Note B. Accounts Receivable for discussion.

Previous wording

We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We currently do not have any material commitments to make Capital expenditures, except for the under-construction facility at La Porte, Texas. We do not plan to make material Capital expenditures outside the ordinary course of our business.

Current wording

We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We do not plan to make material Capital expenditures outside the ordinary course of our business.

Previous wording

•disruptions in the supply of carbon black oil feedstock and natural gas (including due to geopolitical conflicts), which could adversely affect our production volumes, margins and results of operations;

Current wording

•disruptions in the supply and the volatility of the pricing of carbon black oil feedstock and natural gas (including due to geopolitical conflicts), which could adversely affect our production volumes, margins and results of operations;

Previous wording

•the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions, natural disasters, pandemics (such as COVID-19), or otherwise;

Current wording

•the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions, natural disasters, pandemics, or otherwise;

Previous wording

•rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations may impact energy costs, raw material availability or other economic disruptions;

Current wording

•rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations that may impact energy costs, raw material availability or other economic disruptions;

Previous wording

•the difference between Luxembourg & European insolvency and bankruptcy laws from U.S. insolvency laws;

Current wording

•the difference between Luxembourg & European insolvency laws from U.S. insolvency laws;
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Key Factors Affecting Our Results of Operations

Current report — wording carried from elsewhere

Income tax expense for the six months ended June 30, 2026 and 2025 was $10.1 million and $13.5 million, respectively. Income tax expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.

Current report — wording carried from elsewhere

The activities from the components of Other comprehensive income (loss) are discussed below:

Current report — wording carried from elsewhere

•$4.2 million of net favorable impact due to foreign currency translation adjustments, and
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

For the three months ended March 31, 2026 compared to three months ended March 31, 2025