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, 2021 and 2020 and should be read in conjunction
with the information included under Item 1. Financial Statements and
Supplementary Data (Unaudited) elsewhere in this report. We prepare our
financial statements in accordance with accounting principles generally accepted
in the United States ('GAAP").
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Non-GAAP Financial Measures
We present certain financial measures that are not prepared in accordance with
GAAP or the accounting standards of any other jurisdiction and may not be
comparable to other similarly titled measures of other companies. For a
reconciliation of these non-GAAP financial measures to the most directly
comparable GAAP measures, see section Reconciliation of Non-GAAP Financial
Measures below.
These non-GAAP measure are - but are not limited to - 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 that Adjusted EBITDA can provide 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 (A Non-GAAP Financial
Measures)
Reconciliation of Contribution Margin and Contribution Margin per Metric Ton to
gross profit is as follows:
                                                           Three Months Ended September         Nine Months Ended September
                                                                        30,                                 30,
                                                               2021              2020              2021               2020
                                                                       (In millions, unless otherwise indicated)
Revenue                                                    $   393.1          $ 282.0          $  1,154.1          $ 820.7
Variable costs                                                 252.6            163.8               712.9            496.4
Contribution margin                                            140.5            118.2               441.2            324.3
Freight                                                         23.3             17.9                69.8             48.7
Fixed costs                                                    (65.1)           (56.9)             (199.7)          (169.7)
Gross profit                                               $    98.7          $  79.2          $    311.3          $ 203.3
Volume (in kmt)                                                236.9            237.0               741.2            629.1
Contribution margin per metric ton                         $   593.1          $ 498.6          $    595.3          $ 515.6
Gross profit per metric ton                                $   416.8

$ 334.1 $ 420.0 $ 323.2




Adjusted EBITDA (A Non-GAAP Financial Measure)
Reconciliation of Adjusted EBITDA to consolidated net income is as follows:
                                                    Three Months Ended September 30,         Nine Months Ended September 30,
                                                         2021                2020                2021                2020
                                                                                  (In millions)
Net income                                          $      21.0          $     9.0          $     133.6          $     9.3
Add back income tax expense                                 6.7                2.2                 48.5                3.9
Add back equity in earnings of affiliated
companies, net of tax                                      (0.1)              (0.1)                (0.5)              (0.4)
Income before earnings in affiliated
companies and income taxes                                 27.6               11.1                181.6               12.8
Add back interest and other financial
expense, net                                               11.5               10.7                 30.4               28.7
Add back reclassification of actuarial losses
from AOCI                                                   1.2                2.3                  3.6                7.3
Income from operations                                     40.3               24.1                215.6               48.8
Add back depreciation and amortization of
intangible assets, right of use assets, and
property, plant and equipment                              23.8               24.0                 74.6               69.7
EBITDA                                                     64.1               48.1                290.2              118.5
Equity in earnings of affiliated companies,
net of tax                                                  0.1                0.1                  0.5                0.4

Extraordinary expense items related to
COVID-19                                                      -                0.8                    -                3.5
Evonik legal settlement:
Cash settlement                                               -                  -                (79.5)                 -
Release of legal reserve, net                                 -                  -                 (3.4)                 -
Long term incentive plan                                    1.1                1.2                  3.4                1.2
EPA-related expenses                                        0.1                1.5                  2.3                5.1
Other adjustments                                           1.0                3.3                  2.6                5.4
Adjusted EBITDA                                     $      66.4          $    55.0          $     216.1          $   134.1
Adjusted EBITDA Specialty Carbon Black              $      39.0          $    26.5          $     118.1          $    71.0
Adjusted EBITDA Rubber Carbon Black                 $      27.4          $  

28.5 $ 98.0 $ 63.1




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