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
months ended March 31, 2022 and 2021 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 which 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 measures 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, and includes equity earnings (loss)
in affiliated companies, net of tax. 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 as an internal measure 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, Adjusted EBITDA provides a useful additional
basis for comparing the current performance of the underlying operations being
evaluated. For these reasons, 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 or 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 March 31,
                                                          2022                       2021
                                              (In millions, unless otherwise indicated)
 Revenue                                  $            484.5                       $ 360.1
 Variable costs                                        317.2                         213.0
 Contribution margin                                   167.3                         147.1
 Freight                                                27.4                          22.5
 Fixed costs                                           (76.8)                        (67.1)
 Gross profit                             $            117.9                       $ 102.5
 Volume (in kmt)                                       253.2                         254.1
 Contribution margin per metric ton       $            660.7                       $ 578.9
 Gross profit per metric ton              $            465.6                       $ 403.5

Adjusted EBITDA (A Non-GAAP Financial Measure)

Reconciliation of Adjusted EBITDA to consolidated Net income is as follows:



                                                                               Three Months Ended March 31,
                                                                                  2022                 2021
                                                                                      (In millions)
Net income                                                                 $          32.5          $   23.5
Add back income tax expense                                                           13.8               8.3
Add back equity in earnings of affiliated companies, net of tax                       (0.1)             (0.1)
Income before earnings in affiliated companies and income taxes                       46.2              31.7
Add back interest and other financial expense, net                                     8.4              10.0
Add back reclassification of actuarial losses from AOCI                                  -               1.2
Income from operations                                                                54.6              42.9

Add back depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment

                                      27.3              25.6
EBITDA                                                                                81.9              68.5
Equity in earnings of affiliated companies, net of tax                                 0.1               0.1

Long term incentive plan                                                               1.5               1.0
EPA-related expenses                                                                     -               1.7

Other adjustments                                                                     (0.3)             (0.4)
Adjusted EBITDA                                                            $          83.2          $   70.9
Adjusted EBITDA Specialty Carbon Black                                     $          42.5          $   39.7
Adjusted EBITDA Rubber Carbon Black                                        

$ 40.7 $ 31.2




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