ESI 10-Q Quarterly Report Sept. 30, 2024 | Alphaminr
Element Solutions Inc
ALPHAMINR

ESI 10-Q Quarter ended Sept. 30, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
ELEMENT SOLUTIONS INC
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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 September 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-36272
Image2.jpg
Element Solutions Inc
(Exact name of Registrant as specified in its charter)
Delaware 37-1744899
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
500 East Broward Boulevard, Suite 1860 33394
Fort Lauderdale, Florida (Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: ( 561 ) 207-9600
_______________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ESI New 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 filer
☒
Accelerated 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 Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding at October 22, 2024: 242,162,633


TABLE OF CONTENTS


Page
Three and Nine Months Ended September 30, 2024 and 2023
Three and Nine Months Ended September 30, 2024 and 2023
September 30, 2024 and December 31, 2023
Nine Months Ended September 30, 2024 and 2023
Three and Nine Months Ended September 30, 2024 and 2023




GLOSSARY OF DEFINED TERMS


Terms
Definitions
Element Solutions;
We; Us; Our; the Company 		Element Solutions Inc, a Delaware corporation, and where the context requires, its subsidiaries or operating businesses.
Credit Agreement Credit Agreement, dated as of January 31, 2019, as amended from time to time, among, inter alia, Element Solutions and MacDermid, Incorporated, as borrowers, certain subsidiaries of Element Solutions and the lenders from time to time parties thereto.
EBITDA Earnings before interest, taxes, depreciation and amortization.
Exchange Act Securities Exchange Act of 1934, as amended.
FDII
Foreign-derived intangible income.
GAAP U.S. Generally Accepted Accounting Principles.
GILTI
Global intangible low-taxed income.
Kuprion Acquisition Acquisition of Kuprion, Inc. on May 19, 2023.
MGS Transaction
ESI's pending sale of its flexographic printing plate business, MacDermid Graphics Solutions, for approximately $325 million, subject to adjustments, as announced on September 3, 2024. The MGS Transaction is expected to close in the fourth quarter of 2024 or the first half of 2025, subject to customary closing conditions, adjustments and regulatory approvals.
Quarterly Report
This quarterly report on Form 10-Q for the three and nine months ended September 30, 2024.
RSUs
Restricted stock units issued by Element Solutions from time to time under its Amended and Restated 2013 Incentive Compensation Plan or 2024 Incentive Compensation Plan, as applicable.
SEC Securities and Exchange Commission.
ViaForm Distribution Rights
The rights to sell the Company's ViaForm ® electrochemical deposition products directly to customers.
WACC
Weighted average cost of capital.
2023 Annual Report
Element Solutions' annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024.
2022 Annual Report
Element Solutions' annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 22, 2023.
3.875% USD Notes due 2028 Element Solutions' $800 million aggregate principal amount of 3.875% senior notes due 2028, denominated in U.S. dollars, issued on August 18, 2020.

i

Forward-Looking Statements
This Quarterly Report contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority" or "confident" and variations of such words and similar expressions. Many of the forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the expected benefits of the reacquired ViaForm Distribution Rights, the Kuprion Acquisition and the MGS Transaction; the timing for completion of the MGS Transaction, the ability of the parties to close this transaction, including obtaining regulatory approvals and meeting other closing conditions; the tax treatment and tax implications of the MGS Transaction; deferred payments related to the Kuprion Acquisition; the war between Russia and Ukraine, the Israel-Hamas conflict and other hostilities in the Middle East as well as actions in response thereto and their impact on market conditions and the global economy; the continuing economic impact of the coronavirus (COVID-19) and its variants on the global economy and supply chains; capital requirements and need for and availability of financing; probability of achievement of the performance target related to certain performance-based RSUs; the impact of new accounting standards and accounting changes; potential share repurchases; our dividend policy and dividend declarations; expectations with respect to the Company's full year financial results; improved profitability; hedging activities; timing and outcome of environmental and legal matters; tax planning strategies and assessments; the impact of changes to privacy, cybersecurity, environmental, global trade, tax and other governmental regulations; impairments, including those on goodwill and other intangible assets; price volatility and cost environment; inflation and fluctuations in foreign exchange rates; our liquidity, cash flows and capital allocation; funding sources; expected capital expenditures; debt and debt leverage ratio; pension plan contributions; contractual obligations; general views about future operating results; sustainability goals; expected returns to stockholders; risk management programs; future prospects; and other events or developments that we expect or anticipate will occur in the future.
Although we believe these forward-looking statements are based upon reasonable assumptions regarding our business and expectations about future events, financial performance and trends, there can be no assurance that our actual results will not differ materially from any results expressed or implied in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors, of our 2023 Annual Report. In addition, as we operate in a very competitive and rapidly changing environment, new risks may emerge from time to time. Any forward-looking statement included in this Quarterly Report is based solely on information currently available and speaks only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures on related subjects in our SEC filings.
Non-GAAP Financial Measures
This Quarterly Report contains non-GAAP financial measures, such as Adjusted EBITDA and operating results on a constant currency and organic basis. Non-GAAP financial measures should not be considered in isolation from, a substitute for, or superior to, performance measures calculated in accordance with GAAP. For additional information on these non-GAAP financial measures, including definitions, limitations and reconciliations to their most comparable applicable GAAP measures, see " Non-GAAP Financial Measures " in Part I, Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations , and Note 12, Segment Information , to the unaudited Condensed Consolidated Financial Statements, both included in this Quarterly Report.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements
ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in millions, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net sales $ 645.0 $ 599.3 $ 1,832.7 $ 1,759.8
Cost of sales 377.5 357.4 1,053.0 1,061.6
Gross profit 267.5 241.9 779.7 698.2
Operating expenses:
Selling, technical, general and administrative 157.6 149.9 462.1 445.8
Research and development 14.9 12.9 48.6 54.3
Goodwill impairment — 80.0 — 80.0
Total operating expenses 172.5 242.8 510.7 580.1
Operating profit (loss) 95.0 ( 0.9 ) 269.0 118.1
Other (expense) income:
Interest expense, net ( 14.2 ) ( 13.3 ) ( 42.4 ) ( 37.0 )
Foreign exchange gains (losses) 11.1 ( 5.3 ) 24.0 8.6
Other (expense) income, net ( 14.7 ) 3.1 ( 29.7 ) 1.8
Total other expense ( 17.8 ) ( 15.5 ) ( 48.1 ) ( 26.6 )
Income (loss) before income taxes and non-controlling interests 77.2 ( 16.4 ) 220.9 91.5
Income tax expense ( 36.8 ) ( 15.3 ) ( 32.8 ) ( 53.4 )
Net income (loss) from continuing operations 40.4 ( 31.7 ) 188.1 38.1
Income from discontinued operations, net of tax — — 1.6 2.9
Net income (loss) 40.4 ( 31.7 ) 189.7 41.0
Net income attributable to non-controlling interests ( 0.1 ) ( 0.1 ) ( 0.2 ) —
Net income (loss) attributable to common stockholders $ 40.3 $ ( 31.8 ) $ 189.5 $ 41.0
Earnings (loss) per share
Basic from continuing operations $ 0.17 $ ( 0.13 ) $ 0.77 $ 0.16
Basic from discontinued operations — — 0.01 0.01
Basic attributable to common stockholders $ 0.17 $ ( 0.13 ) $ 0.78 $ 0.17
Diluted from continuing operations $ 0.17 $ ( 0.13 ) $ 0.77 $ 0.16
Diluted from discontinued operations — — 0.01 0.01
Diluted attributable to common stockholders $ 0.17 $ ( 0.13 ) $ 0.78 $ 0.17
Weighted average common shares outstanding
Basic 242.1 241.5 242.0 241.4
Diluted 242.6 241.5 242.5 241.8

See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(dollars in millions)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net income (loss) $ 40.4 $ ( 31.7 ) $ 189.7 $ 41.0
Other comprehensive income (loss)
Foreign currency translation:
Other comprehensive income (loss) before reclassifications, net of tax (benefit) expense of $( 8.9 ) million and $ 0.6 for the three months ended September 30, 2024 and 2023 and $( 0.9 ) and $ 0.6 for the nine months ended September 30, 2024 and 2023, respectively
65.2 ( 21.8 ) ( 9.5 ) ( 80.4 )
Total foreign currency translation adjustments 65.2 ( 21.8 ) ( 9.5 ) ( 80.4 )
Available-for-sale debt securities:
Other comprehensive income (loss) before reclassifications, net of tax expense of $ 0.0 for the three and nine months ended September 30, 2024 and 2023, respectively
— — 0.2 ( 1.0 )
Reclassifications, net of tax expense of $ 0.0 for the three and nine months ended September 30, 2024 and 2023, respectively
( 0.2 ) — ( 0.2 ) —
Total unrealized loss on available-for-sale debt securities
( 0.2 ) — — ( 1.0 )
Derivative financial instruments:
Other comprehensive (loss) income before reclassifications, net of tax (benefit) expense of $( 5.3 ) and $( 0.7 ) for the three months ended September 30, 2024 and 2023 and $ 1.1 and $( 1.6 ) for the nine months ended September 30, 2024 and 2023, respectively
( 17.2 ) 7.3 3.5 20.5
Reclassifications, net of tax expense of $ 2.0 and $ 0.0 for the three months ended September 30, 2024 and 2023 and $ 5.7 and $ 0.0 for the nine months ended September 30, 2024 and 2023, respectively
( 6.6 ) ( 10.8 ) ( 20.2 ) ( 28.6 )
Total unrealized loss on qualified hedging derivatives ( 23.8 ) ( 3.5 ) ( 16.7 ) ( 8.1 )
Other comprehensive income (loss)
41.2 ( 25.3 ) ( 26.2 ) ( 89.5 )
Comprehensive income (loss)
81.6 ( 57.0 ) 163.5 ( 48.5 )
Comprehensive loss attributable to non-controlling interests
— — — 0.5
Comprehensive income (loss) attributable to common stockholders
$ 81.6 $ ( 57.0 ) $ 163.5 $ ( 48.0 )
See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in millions)
September 30, December 31,
2024 2023
Assets
Cash and cash equivalents $ 376.0 $ 289.3
Accounts receivable, net of allowance for doubtful accounts of $ 10.6 and $ 12.6 at September 30, 2024 and December 31, 2023, respectively
474.9 461.8
Inventories 285.7 298.9
Prepaid expenses 28.2 32.5
Other current assets 116.4 115.0
Current assets held for sale 70.0 —
Total current assets 1,351.2 1,197.5
Property, plant and equipment, net 273.9 296.9
Goodwill 2,220.2 2,336.7
Intangible assets, net 782.2 879.3
Deferred income tax assets 159.3 120.5
Other assets 120.0 143.2
Non-current assets held for sale 191.4 —
Total assets $ 5,098.2 $ 4,974.1
Liabilities and stockholders' equity
Accounts payable $ 127.1 $ 140.6
Current installments of long-term debt 11.5 11.5
Accrued expenses and other current liabilities 228.8 217.3
Current liabilities held for sale 16.6 —
Total current liabilities 384.0 369.4
Debt 1,914.7 1,921.0
Pension and post-retirement benefits 24.4 28.1
Deferred income tax liabilities 105.6 108.9
Other liabilities 198.5 202.4
Non-current liabilities held for sale 16.3 —
Total liabilities 2,643.5 2,629.8
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock: 400.0 shares authorized (2024: 267.1 shares issued; 2023: 266.2 shares issued)
2.7 2.7
Additional paid-in capital 4,210.4 4,196.9
Treasury stock (2024: 25.0 shares; 2023: 24.6 shares)
( 349.5 ) ( 341.9 )
Accumulated deficit ( 1,052.4 ) ( 1,183.3 )
Accumulated other comprehensive loss ( 371.9 ) ( 345.9 )
Total stockholders' equity 2,439.3 2,328.5
Non-controlling interests 15.4 15.8
Total equity 2,454.7 2,344.3
Total liabilities and stockholders' equity $ 5,098.2 $ 4,974.1

See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in millions)
Nine Months Ended September 30,
2024 2023
Cash flows from operating activities:
Net income $ 189.7 $ 41.0
Net income from discontinued operations, net of tax 1.6 2.9
Net income from continuing operations 188.1 38.1
Reconciliations of net income to net cash flows provided by operating activities:
Depreciation and amortization 119.8 124.7
Deferred income taxes ( 33.6 ) ( 8.1 )
Foreign exchange gains ( 24.9 ) ( 10.5 )
Incentive stock compensation 11.5 10.6
Goodwill impairment — 80.0
Other, net 18.6 25.8
Changes in assets and liabilities, net of acquisitions:
Accounts receivable ( 44.4 ) ( 6.6 )
Inventories ( 21.4 ) ( 37.2 )
Accounts payable ( 0.1 ) 13.3
Accrued expenses 17.9 ( 8.0 )
Prepaid expenses and other current assets ( 3.5 ) 3.4
Other assets and liabilities ( 4.7 ) ( 3.7 )
Net cash flows provided by operating activities 223.3 221.8
Cash flows from investing activities:
Capital expenditures ( 46.1 ) ( 36.3 )
Proceeds from disposal of property, plant and equipment — 1.4
Acquisitions, net of cash acquired ( 3.9 ) ( 188.6 )
Other, net ( 6.4 ) ( 2.7 )
Net cash flows used in investing activities ( 56.4 ) ( 226.2 )
Cash flows from financing activities:
Debt proceeds — 150.0
Repayments of borrowings ( 8.6 ) ( 8.6 )
Dividends ( 58.8 ) ( 58.1 )
Payment of financing fees ( 2.1 ) ( 1.0 )
Other, net ( 12.8 ) ( 7.7 )
Net cash flows (used in) provided by financing activities ( 82.3 ) 74.6
Net cash flows provided by operating activities of discontinued operations 1.6 2.9
Effect of exchange rate changes on cash and cash equivalents 0.5 ( 9.1 )
Net increase in cash and cash equivalents 86.7 64.0
Cash and cash equivalents at beginning of period
289.3 265.6
Cash and cash equivalents at end of period
$ 376.0 $ 329.6

See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in millions, except share amounts)
Three Months Ended September 30, 2024 Common Stock Additional
Paid-in
Capital 		Treasury Stock Accumulated
Deficit 		Accumulated Other Comprehensive (Loss) Income Total
Stockholders'
Equity 		Non-
controlling Interests 		Total Equity
Shares Amount Shares Amount
Balance at June 30, 2024 267,112,209 $ 2.7 $ 4,206.2 24,969,801 $ ( 349.4 ) $ ( 1,073.2 ) $ ( 413.2 ) $ 2,373.1 $ 15.6 $ 2,388.7
Net income — — — — — 40.3 — 40.3 0.1 40.4
Other comprehensive income (loss), net of taxes — — — — — — 41.3 41.3 ( 0.1 ) 41.2
Exercise/ vesting of share based compensation 4,494 — — 1,410 ( 0.1 ) — — ( 0.1 ) — ( 0.1 )
Issuance of common stock under Employee Stock Purchase Plan 17,141 — 0.4 — — — — 0.4 — 0.4
Dividends ($ 0.08 per share)
— — — — — ( 19.5 ) — ( 19.5 ) — ( 19.5 )
Equity compensation expense — — 3.8 — — — — 3.8 — 3.8
Changes in non-controlling interests — — — — — — — — ( 0.2 ) ( 0.2 )
Balance at September 30, 2024 267,133,844 $ 2.7 $ 4,210.4 24,971,211 $ ( 349.5 ) $ ( 1,052.4 ) $ ( 371.9 ) $ 2,439.3 $ 15.4 $ 2,454.7
Three Months Ended September 30, 2023 Common Stock Additional
Paid-in
Capital 		Treasury Stock Accumulated
Deficit 		Accumulated Other Comprehensive (Loss) Income Total
Stockholders'
Equity 		Non-
controlling Interests 		Total Equity
Shares Amount Shares Amount
Balance at June 30, 2023 266,130,782 $ 2.7 $ 4,194.4 24,641,709 $ ( 341.8 ) $ ( 1,189.9 ) $ ( 361.9 ) $ 2,303.5 $ 16.2 $ 2,319.7
Net (loss) income — — — — — ( 31.8 ) — ( 31.8 ) 0.1 ( 31.7 )
Other comprehensive loss, net of taxes — — — — — — ( 25.2 ) ( 25.2 ) ( 0.1 ) ( 25.3 )
Exercise/ vesting of share based compensation 10,107 — — 3,046 ( 0.1 ) — — ( 0.1 ) — ( 0.1 )
Issuance of common stock under Employee Stock Purchase Plan 20,180 — 0.3 — — — — 0.3 — 0.3
Dividends ($ 0.08 per share)
— — — — — ( 19.5 ) — ( 19.5 ) — ( 19.5 )
Equity compensation expense — — 3.0 — — — — 3.0 — 3.0
Changes in non-controlling interests — — — — — — — — ( 0.2 ) ( 0.2 )
Balance at September 30, 2023 266,161,069 $ 2.7 $ 4,197.7 24,644,755 $ ( 341.9 ) $ ( 1,241.2 ) $ ( 387.1 ) $ 2,230.2 $ 16.0 $ 2,246.2

See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(dollars in millions, except share amounts)
Nine Months Ended September 30, 2024 Common Stock Additional
Paid-in
Capital 		Treasury Stock Accumulated
Deficit 		Accumulated Other Comprehensive (Loss) Income Total
Stockholders'
Equity 		Non-
controlling Interests 		Total Equity
Shares Amount Shares Amount
Balance at December 31, 2023 266,179,100 $ 2.7 $ 4,196.9 24,644,755 $ ( 341.9 ) $ ( 1,183.3 ) $ ( 345.9 ) $ 2,328.5 $ 15.8 $ 2,344.3
Net income — — — — — 189.5 — 189.5 0.2 189.7
Other comprehensive loss, net of taxes — — — — — — ( 26.0 ) ( 26.0 ) ( 0.2 ) ( 26.2 )
Exercise/ vesting of share based compensation 904,295 — 0.2 326,456 ( 7.6 ) — — ( 7.4 ) — ( 7.4 )
Issuance of common stock under Employee Stock Purchase Plan 50,449 — 1.0 — — — — 1.0 — 1.0
Dividends ($ 0.24 per share)
— — — — — ( 58.6 ) — ( 58.6 ) — ( 58.6 )
Equity compensation expense — — 11.7 — — — — 11.7 — 11.7
Changes in non-controlling interests — — 0.6 — — — — 0.6 ( 0.4 ) 0.2
Balance at September 30, 2024 267,133,844 $ 2.7 $ 4,210.4 24,971,211 $ ( 349.5 ) $ ( 1,052.4 ) $ ( 371.9 ) $ 2,439.3 $ 15.4 $ 2,454.7
Nine Months Ended September 30, 2023 Common Stock Additional
Paid-in
Capital 		Treasury Stock Accumulated
Deficit 		Accumulated Other Comprehensive (Loss) Income Total
Stockholders'
Equity 		Non-
controlling Interests 		Total Equity
Shares Amount Shares Amount
Balance at December 31, 2022 265,062,533 $ 2.7 $ 4,185.9 24,272,748 $ ( 334.2 ) $ ( 1,223.8 ) $ ( 298.1 ) $ 2,332.5 $ 16.6 $ 2,349.1
Net income — — — — — 41.0 — 41.0 — 41.0
Other comprehensive loss, net of taxes — — — — — — ( 89.0 ) ( 89.0 ) ( 0.5 ) ( 89.5 )
Exercise/ vesting of share based compensation 1,038,192 — — 372,007 ( 7.7 ) — — ( 7.7 ) — ( 7.7 )
Issuance of common stock under Employee Stock Purchase Plan 60,344 — 1.0 — — — — 1.0 — 1.0
Dividends ($ 0.24 per share)
— — — — — ( 58.4 ) — ( 58.4 ) — ( 58.4 )
Equity compensation expense — — 10.8 — — — — 10.8 — 10.8
Changes in non-controlling interests — — — — — — — — ( 0.1 ) ( 0.1 )
Balance at September 30, 2023 266,161,069 $ 2.7 $ 4,197.7 24,644,755 $ ( 341.9 ) $ ( 1,241.2 ) $ ( 387.1 ) $ 2,230.2 $ 16.0 $ 2,246.2

See accompanying notes to the Condensed Consolidated Financial Statements
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ELEMENT SOLUTIONS INC AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

1. BACKGROUND AND BASIS OF PRESENTATION
Background
Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $ 0.01 per share, trade on the New York Stock Exchange under the ticker symbol “ESI.”
Element Solutions is a leading global specialty chemicals company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Element Solutions businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing the Company with reliable and recurring revenue streams as the products are replenished in order to continue production. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Element Solutions and all of its controlled subsidiaries. The Company consolidates the income, expenses, assets, liabilities and cash flows of its subsidiaries from the date it acquires control or becomes the primary beneficiary. All intercompany accounts and transactions have been eliminated upon consolidation.
In preparing the unaudited Condensed Consolidated Financial Statements in conformity with GAAP, management uses estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Management applies judgment based on its understanding and analysis of the relevant circumstances, including historical experience and future expectations. These judgments, by their nature, are subject to an inherent degree of uncertainty and, accordingly, actual results could differ significantly from these estimates and assumptions.
These unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for interim periods, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and related notes included in its 2023 Annual Report.
Certain prior year amounts have been reclassified to conform to the current year’s presentation.
2. HELD FOR SALE
MGS Transaction
On September 1, 2024, the Company entered into an agreement to sell its flexographic printing plate business, MacDermid Graphics Solutions, for approximately $ 325 million. MacDermid Graphics Solutions constitutes substantially all of the Company’s Graphics Solutions business within its Industrial & Specialty segment. The transaction is expected to close in the fourth quarter of 2024 or the first half of 2025, subject to customary closing conditions, adjustments and regulatory approvals.
The pending disposition met the accounting criteria to be classified as held for sale but did not meet the criteria to be reported as discontinued operations. As a result, the assets and liabilities of MacDermid Graphics Solutions are classified as held for sale in the Condensed Consolidated Balance Sheets and depreciation and amortization ceased as of September 1, 2024. The Company compared the expected proceeds from the transaction less costs to sell to the carrying value of MacDermid Graphics Solutions and determined that its fair value exceeded its carrying value.
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The major components of MacDermid Graphics Solutions' assets and liabilities classified as held for sale were as follows:
(dollars in millions) September 30, 2024
Assets held for sale:
Accounts receivable, net
$ 29.8
Inventories 33.4
Other current assets 6.8
Current assets held for sale
$ 70.0
Property, plant and equipment, net
35.0
Goodwill
130.4
Intangible assets, net
11.2
Other assets 14.8
Non-current assets held for sale
$ 191.4
Liabilities held for sale:
Accounts payable
$ 8.1
Accrued expenses and other current liabilities
8.5
Current liabilities held for sale
$ 16.6
Other liabilities
16.3
Non-current liabilities held for sale
$ 16.3
3. INVENTORIES
The major components of inventory, on a net basis, were as follows:
(dollars in millions) September 30, 2024 December 31, 2023
Finished goods $ 158.1 $ 176.2
Work in process 46.1 37.5
Raw materials and supplies 81.5 85.2
Total inventories $ 285.7 $ 298.9
4. PROPERTY, PLANT AND EQUIPMENT, NET
The major components of property, plant and equipment, net were as follows:
(dollars in millions) September 30, 2024 December 31, 2023
Land and leasehold improvements $ 50.8 $ 51.7
Buildings and improvements 175.4 168.5
Machinery, equipment, fixtures and software 312.8 334.3
Construction in process 56.4 66.7
Total property, plant and equipment 595.4 621.2
Accumulated depreciation ( 321.5 ) ( 324.3 )
Property, plant and equipment, net $ 273.9 $ 296.9
For the three months ended September 30, 2024 and 2023, the Company recorded depreciation expense of $ 10.0 million and $ 11.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded depreciation expense of $ 30.4 million and $ 31.4 million, respectively.
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5. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
(dollars in millions) Electronics Industrial & Specialty Total
Balance at December 31, 2023 $ 1,298.7 $ 1,038.0 (1) $ 2,336.7
Held for sale (2)
— ( 130.4 ) ( 130.4 )
Foreign currency translation and other 6.3 7.6 13.9
Balance at September 30, 2024 $ 1,305.0 $ 915.2 (3) $ 2,220.2
(1) Includes accumulated impairment losses of $ 127 million.
(2) As a result of the MGS Transaction, MacDermid Graphics Solutions' assets and liabilities, including goodwill, were classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2024. Goodwill held for sale includes accumulated impairment losses of $ 80.0 million. See Note 2, Held for Sale, to the unaudited Condensed Consolidated Financial Statements for further information regarding the MGS Transaction.
(3) Includes accumulated impairment losses of $ 46.6 million.
Goodwill is tested for impairment at the reporting unit level in the fourth quarter of each year or when events or changes in circumstances indicate that goodwill might be impaired. During the third quarter of 2023, given the lower-than-expected results of the Graphics Solutions reporting unit, the Company determined that it was more likely than not that the fair value of this reporting unit was less than its carrying value. As a result, the Company conducted an interim goodwill impairment test using the same quantitative methodologies used for its 2022 annual goodwill impairment test (as described in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements to the 2022 Annual Report). This quantitative test confirmed that goodwill was impaired and the Company recorded an $ 80.0 million impairment charge in the Condensed Consolidated Statement of Operations to reduce the carrying value of this reporting unit to its estimated fair value. This impairment charge was primarily driven by the reduction of the expected long-term cash flows for the business due to profit margin pressures from raw material inflation across the packaging supply chain, the loss of a significant newspaper customer and a higher WACC as compared to the assumptions used for the 2022 annual goodwill impairment test.
After recording the impairment, the carrying value of the Graphics Solutions reporting unit was equal to its estimated fair value. As of September 30, 2024, the goodwill assigned to the Graphics Solutions reporting unit was reported as an asset held for sale. See Note 2, Held for Sale , to the unaudited Condensed Consolidated Financial Statements for further information.
Intangible Assets, Net
The major components of intangible assets, net were as follows:
September 30, 2024 December 31, 2023
(dollars in millions) Gross Carrying
Amount 		Accumulated
Amortization 		Net Book
Value 		Gross Carrying
Amount 		Accumulated
Amortization 		Net Book
Value
Customer relationships $ 865.5 $ ( 451.9 ) $ 413.6 $ 978.4 $ ( 505.9 ) $ 472.5
Developed technology 303.7 ( 233.3 ) 70.4 410.0 ( 316.2 ) 93.8
Trade names 96.3 ( 36.5 ) 59.8 95.9 ( 30.9 ) 65.0
Reacquired distribution rights 187.0 ( 16.6 ) 170.4 187.0 ( 7.3 ) 179.7
Other — — — 0.8 ( 0.5 ) 0.3
Indefinite-lived trade name 68.0 — 68.0 68.0 — 68.0
Total $ 1,520.5 $ ( 738.3 ) $ 782.2 $ 1,740.1 $ ( 860.8 ) $ 879.3
For the three months ended September 30, 2024 and 2023, the Company recorded amortization expense on intangible assets of $ 29.4 million and $ 32.7 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded amortization expense on intangible assets of $ 89.4 million and $ 93.3 million, respectively.
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In the first quarter of 2024, one of the product qualification milestones agreed to as part of the Kuprion Acquisition was achieved. As a result, the Company made a payment of $ 3.9 million, which was recognized as research and development expense in the Condensed Consolidated Statement of Operations as the technology did not yet meet the accounting definition of an asset. The payment was included in "Acquisitions, net of cash acquired" in the Condensed Consolidated Statements of Cash Flows as a cash outflow from investing activities.
6. DEBT
The Company’s debt obligations consisted of the following:
(dollars in millions) Maturity Date Interest Rate September 30, 2024 December 31, 2023
Term Loans (1)
2030
SOFR plus 2.00 %
$ 1,132.6 $ 1,140.2
Senior Notes - $ 800 million (2)
2028 3.875 % 793.6 792.3
Total debt 1,926.2 1,932.5
Less: current installments of long-term debt 11.5 11.5
Total long-term debt $ 1,914.7 $ 1,921.0

(1) Term loans, net of unamortized discounts and debt issuance costs of $ 8.8 million and $ 9.8 million at September 30, 2024 and December 31, 2023, respectively. The effective interest rate was 3.3 % at September 30, 2024 and December 31, 2023, respectively, including the effects of interest rate swaps and net investment hedges. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges.
(2) Senior notes, net of unamortized debt issuance costs of $ 6.4 million and $ 7.7 million at September 30, 2024 and December 31, 2023, respectively. The effective interest rate was 4.1 % at September 30, 2024 and December 31, 2023, respectively.
Credit Agreement
The Company is a party to the Credit Agreement which, as of September 30, 2024, provided for senior secured credit facilities in an initial aggregate principal amount of $ 1.53 billion, consisting of term loans B-2 of $ 1.15 billion, maturing in 2030, and a revolving credit facility of $ 375 million, maturing in 2027. As of September 30, 2024, the Company's outstanding term loans B-2 bore interest at a per annum rate based on an adjusted one-month SOFR (as described in the Credit Agreement) plus a spread of 2.00 %.
The Company is required to pay a commitment fee on any undrawn portion of the revolving credit facility which is not material.
Subsequent Event
On October 15, 2024, the Company completed the syndication of $ 1.04 billion of new term loans B-3 which resulted in an interest rate reduction of 25 basis points to SOFR plus a spread of 1.75 % per annum. In connection with this repricing, the Company fully paid down its $ 1.14 billion term loans B-2, therefore reducing its borrowings under the Credit Agreement by $ 100 million. The Company also terminated $ 100 million notional of the interest rate swaps and cross-currency swaps that would have matured in January 2025. The net proceeds of the new term loans and cash on hand were used to prepay in full the Company's term loans B-2.
Except as indicated above, the new term loans B-3 have substantially the same terms as the term loans B-2, including a maturity date of December 2030.
Guarantees, Covenants and Events of Default
The obligations of the borrowers (the Company and its subsidiary, MacDermid, Incorporated) under the Credit Agreement are guaranteed, jointly and severally, by certain of their domestic subsidiaries and secured by a first-priority security interest in substantially all of their assets and the assets of the guarantors, including mortgages on material real property, subject to certain exceptions.
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The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Subject to certain exceptions, to the extent the borrowers have total outstanding borrowings under the revolving credit facility greater than 30 % of the commitment amount under the revolving credit facility, the Company's first lien net leverage ratio should not exceed 5.0 to 1.0, subject to a right to cure.
The borrowers are required to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors.
At September 30, 2024, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $ 369 million, net of letters of credit, under the revolving credit facility.
Senior Notes
3.875 % USD Notes due 2028
The indenture governing the 3.875 % USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of 3.875 % per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the Company has the option to redeem the 3.875 % USD Notes due 2028 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium, or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The 3.875 % USD Notes due 2028 are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the Credit Agreement.
Lines of Credit and Other Debt Facilities
The Company has access to various revolving lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. There were no material amounts outstanding under such facilities at September 30, 2024 and December 31, 2023, respectively. The Company had letters of credit outstanding of $ 6.2 million at September 30, 2024 and December 31, 2023, respectively, of which $ 6.2 million at September 30, 2024 and December 31, 2023, respectively, reduced the borrowings available under the various facilities. At September 30, 2024 and December 31, 2023, the availability under these facilities totaled approximately $ 391 million and $ 392 million, respectively, net of outstanding letters of credit.
7. FINANCIAL INSTRUMENTS
Derivatives and Hedging
In the normal course of business, the Company is exposed to risks relating to changes in interest rates, foreign currency exchange rates and commodity prices. Derivative financial instruments, such as interest rate swaps, net investment hedges, foreign currency exchange forward contracts and commodities derivative contracts are used to manage the risks associated with changes in the conditions of those markets. The counterparties to the Company’s derivative agreements are primarily major international financial institutions. The Company regularly monitors its derivative positions and the credit ratings of its counterparties and does not anticipate nonperformance on their part.
All derivatives are recognized in the Consolidated Balance Sheets at fair value. Realized gains and losses on foreign currency forward contracts, commodity derivative contracts and the net periodic payments from interest rate swaps and cross-currency
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swaps are reflected as "Cash flows from operating activities" in the Condensed Consolidated Statement of Cash Flows.
Interest Rate and Cross-Currency Swaps
The Company uses interest rate swaps and cross-currency swaps to reduce its exposure to interest rate risk and foreign currency risk. The Company has designated its interest rate swaps as cash flow hedges and its cross-currency swaps as net investment hedges of the foreign currency exposure of a portion of its net investment in euro functional subsidiaries. These swaps effectively convert the Company's outstanding term loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through their respective expiration dates.
The total notional value of the interest rate swaps and cross-currency swaps was $ 1.14 billion and $ 1.15 billion at September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, approximately $ 387 million in notional value matures in January 2025 and the remaining balance in December 2028. The net result of these hedges is an interest rate of approximately 3.3 % at September 30, 2024 on the term loans B-2, which could vary in the future due to changes in the euro and the U.S. dollar exchange rate.
Changes in the estimated fair value of interest rate swaps are recorded in "Accumulated other comprehensive loss" and reclassified to "Interest expense, net" in the Condensed Consolidated Statements of Operations as the underlying hedged item affects earnings. The fair value of the interest rate swaps was a net liability of $ 7.7 million and a net asset of $ 11.9 million at September 30, 2024 and December 31, 2023, respectively.
Changes in the estimated fair value of cross-currency swaps are recorded in "Foreign currency translation" in "Accumulated other comprehensive loss." The fair value of the cross-currency swaps was a net asset of $ 0.9 million and $ 4.8 million at September 30, 2024 and December 31, 2023, respectively.
For the three and nine months ended September 30, 2024, these interest rate swaps and cross-currency swaps were deemed highly effective. The Company expects to reclassify a $ 6.2 million benefit from "Accumulated other comprehensive loss" to "Interest expense, net" in the Condensed Consolidated Statements of Operations within the next twelve months.
Foreign Currency
The Company conducts a significant portion of its business in currencies other than the U.S. dollar and certain subsidiaries conduct business in currencies other than their functional currency, which is typically their local currency. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility.
At September 30, 2024, the Company held foreign currency forward contracts to purchase and sell various currencies to mitigate foreign currency exposure primarily with the U.S. dollar, euro and British pound. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting and, as a result, changes in the fair value of foreign currency forward contracts are recorded in the Condensed Consolidated Statements of Operations as "Other (expense) income, net." The total notional value of foreign currency exchange forward contracts held at September 30, 2024 and December 31, 2023 was approximately $ 114 million and $ 93.9 million, respectively, with settlement dates generally within one year . The fair value of the foreign currency forward contracts was a net current liability of $ 0.9 million and $ 0.7 million at September 30, 2024 and December 31, 2023, respectively.
Commodities
The Company enters into commodity derivative contracts for the purpose of mitigating its exposure to fluctuations in prices of certain metals used in the production of its finished goods. The Company held derivative contracts to purchase and sell various metals, primarily tin and silver, for a notional amount of $ 76.8 million and $ 63.8 million at September 30, 2024 and December 31, 2023, respectively. The fair value of the metals derivative contracts was a net current liability of $ 4.2 million and $ 1.2 million at September 30, 2024 and December 31, 2023, respectively. Substantially all contracts outstanding at September 30, 2024 have delivery dates within one year . The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in their fair values in the Condensed Consolidated Statements of Operations as "Other (expense) income, net."
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Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis:
(dollars in millions) Balance sheet location Classification September 30, 2024 December 31, 2023
Asset Category
Foreign exchange contracts Other current assets Level 2 $ — $ 0.2
Metals contracts Other current assets Level 2 0.4 0.5
Interest rate swaps Other current assets Level 2 6.2 19.9
Cross-currency swaps Other current assets Level 2 20.9 5.9
Interest rate swaps Other assets Level 2 — 4.3
Cross-currency swaps Other assets Level 2 — 9.6
Available-for-sale debt securities Other assets Level 3 — 14.2
Total $ 27.5 $ 54.6
Liability Category
Foreign exchange contracts Accrued expenses and other current liabilities Level 2 $ 0.9 $ 0.9
Metals contracts Accrued expenses and other current liabilities Level 2 4.6 1.7
Cross-currency swaps
Accrued expenses and other current liabilities
Level 2 — 0.9
Interest rate swaps Other liabilities Level 2 13.9 12.3
Cross-currency swaps Other liabilities Level 2 20.0 9.8
Total $ 39.4 $ 25.6
The fair values of Level 1 and Level 2 derivative assets and liabilities are determined using pricing models based upon observable market inputs, such as market spot and futures prices on over-the-counter derivative instruments, market interest rates and consideration of counterparty credit risk. Level 3 investments are valued using a probability weighted methodology based on possible outcomes of potential liquidity events. Significant assumptions include the enterprise valuation, the timing and type of liquidation events and the risk-free interest rate.
There were no significant transfers of financial instruments between the fair value hierarchy levels for the three and nine months ended September 30, 2024.
The carrying value and estimated fair value of the Company’s long-term debt totaled $ 1.93 billion and $ 1.91 billion, respectively, at September 30, 2024. At December 31, 2023, the carrying value and estimated fair value totaled $ 1.93 billion and $ 1.89 billion, respectively. The carrying values noted above include unamortized discounts and debt issuance costs. The estimated fair value of long-term debt is measured using quoted market prices for similar instruments at the reporting date multiplied by the gross carrying amount of the related debt, which excludes unamortized discounts and debt issuance costs. Such instruments are valued using Level 2 inputs.
Non-Recurring Fair Value Measurement
As a result of the goodwill impairment test conducted in the third quarter of 2023, the Industrial & Specialty segment recorded an impairment charge of $ 80.0 million to reduce the carrying value of the Graphics Solutions reporting unit to its estimated fair value. This measurement was performed on a non-recurring basis as of August 31, 2023 using significant unobservable inputs (Level 3), including the applicable discount rate (WACC) of 10.5 % and the short and long-term projected cash flows, such as future growth rates, of the Graphics Solutions reporting unit. See Note 5, Goodwill and Intangible Assets, Net, to the unaudited Condensed Consolidated Financial Statements for further information.
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8. EARNINGS (LOSS) PER SHARE
A computation of weighted average shares of the Company's common stock outstanding and earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(dollars in millions, except per share amounts) 2024 2023 2024 2023
Net income (loss) from continuing operations
$ 40.4 $ ( 31.7 ) $ 188.1

$ 38.1
Net income attributable to non-controlling interests
( 0.1 ) ( 0.1 ) ( 0.2 ) —
Net income (loss) attributable to common stockholders
$ 40.3 $ ( 31.8 ) $ 187.9 $ 38.1
Basic weighted average common shares outstanding 242.1 241.5 242.0 241.4
Denominator adjustments for diluted EPS:
Number of stock options and RSUs 0.5 — 0.5 0.4
Denominator adjustments for diluted EPS 0.5 — 0.5 0.4
Diluted weighted average common shares outstanding 242.6 241.5 242.5 241.8
Earnings (loss) per share attributable to common stockholders:
Basic $ 0.17 $ ( 0.13 ) $ 0.77 $ 0.16
Diluted $ 0.17 $ ( 0.13 ) $ 0.77 $ 0.16
For the three and nine months ended September 30, 2024 and 2023, the following securities were not included in the computation of diluted shares outstanding because either the effect would be anti-dilutive or the applicable performance targets were not yet met:
Three Months Ended Nine Months Ended
September 30, September 30,
(shares in millions) 2024 2023 2024 2023
Shares issuable upon vesting of RSUs and exercise of stock options 3.4 3.3 3.4 3.7
9. CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS
Environmental Matters
The Company is involved in various claims relating to environmental matters at current and former plants and waste management sites. At certain of these sites, the Company engages or participates in remedial and other environmental compliance activities. At other sites, the Company has been named as a potential responsible party pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law for site remediation. After analyzing each individual site, considering the number of parties involved, the level of its potential liability or contribution relating to the other parties, the nature and magnitude of the hazardous waste involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other potential responsible parties, governmental agencies and engineering firms.
The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. The Company's environmental liabilities, which are included in the Condensed Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," totaled $ 10.8 million and $ 11.3 million at September 30, 2024 and December 31, 2023, respectively, primarily driven by environmental remediation, clean-up costs and monitoring of sites that were either closed or disposed of in prior years. While uncertainty exists with respect to the amount and timing of its ultimate environmental liabilities, the Company does not currently anticipate any material losses in excess of the amount recorded.
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However, new information about the sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters.
As of the date hereof, the Company believes it is not practicable to provide an estimated range of reasonably possible environmental losses in excess of its recorded liabilities. As a result, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact that may be associated with these matters.
Legal Matters
From time to time, the Company is involved in various legal proceedings, investigations and/or claims in the normal course of its business. Although it cannot predict with certainty the ultimate resolution of these matters, which involve judgments that are inherently subjective, the Company believes that their resolutions, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows.
10. INCOME TAXES
The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, which includes the impact of foreign withholding tax accruals and uncertain tax positions, adjusted for discrete items, within the periods presented. The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings and losses by tax jurisdiction and discrete items.

For the three months ended September 30, 2024, the Company recognized income expense of $ 36.8 million, as compared to $ 15.3 million in the same period for 2023. For the nine months ended September 30, 2024, the Company recognized income tax expense of $ 32.8 million, as compared to $ 53.4 million in the same period for 2023. Income tax expense for the three and nine months ended September 30, 2024 included a continued U.S. benefit related to claiming foreign tax credits consistent with our election in the fourth quarter of 2023, and the impact of changes to the level and mix of earnings. During the third quarter of 2024, an internal restructuring was completed to facilitate the MGS Transaction which resulted in the recognition of a capital gain that was fully offset by a capital loss carryforward. The capital gain triggered by the internal restructuring resulted in a higher interest expense deduction and consequentially a lower income limited deduction for FDII and our ability to utilize foreign tax credits in the future. The completion of the internal restructuring resulted in $ 13.6 million of non-recurring tax expense.

The income tax expense for the nine months ended September 30, 2024 also includes a benefit associated with the release of valuation allowances of $ 38.8 million previously recorded against certain U.K. tax attribute carryforwards, primarily consisting of net operating loss carryforwards and interest carryforwards. The valuation allowances were released as the Company expects improved profitability in its UK business and a shift to a three-year cumulative income position. These expectations are based on actual and forecasted results.

Income tax expense for the three and nine months ended September 30, 2023, included current and deferred taxes based on jurisdictional earnings, withholding taxes, a U.S. tax deduction related to FDII and the impact of U.S. GILTI.
11. RELATED PARTY TRANSACTIONS
The Company is party to an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of its founder directors, whereby Mariposa Capital, LLC is entitled to receive an annual fee and reimbursement for expenses. This agreement is automatically renewed for successive one-year terms unless either party notifies the other in writing of its intention not to renew no later than 90 days prior to the expiration of the applicable term. Effective April 11, 2024, the advisory fee was decreased from an annualized amount of $ 3.0 million to $ 2.0 million. Amounts paid under this agreement are recorded in the Condensed Consolidated Statements of Operations as "Selling, technical, general and administrative" expense.
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12. SEGMENT INFORMATION
The Company's operations are organized into two reportable segments: Electronics and Industrial & Specialty. These segments represent businesses for which separate financial information is utilized by the chief operating decision maker for purposes of allocating resources and evaluating performance.
The Company allocates resources and evaluates the performance of its operating segments based primarily on net sales and Adjusted EBITDA. Adjusted EBITDA for each segment is defined as EBITDA, as further adjusted for additional items included in earnings which the Company believes are not representative or indicative of each of its segments' ongoing business or are considered to be associated with the Company's capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees.
Results of Operations
The following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category:
Three Months Ended Nine Months Ended
September 30, September 30,
(dollars in millions) 2024 2023 2024 2023
Net sales:
Electronics
Assembly Solutions $ 215.5 $ 191.2 $ 581.1 $ 548.7
Circuitry Solutions 119.8 109.1 353.3 318.8
Semiconductor Solutions 83.8 66.7 225.6 194.9
Total Electronics 419.1 367.0 1,160.0 1,062.4
Industrial & Specialty
Industrial Solutions 168.2 177.7 499.7 534.2
Graphics Solutions 37.3 35.9 111.1 107.5
Energy Solutions 20.4 18.7 61.9 55.7
Total Industrial & Specialty 225.9 232.3 672.7 697.4
Total net sales $ 645.0 $ 599.3 $ 1,832.7 $ 1,759.8
Adjusted EBITDA:
Electronics $ 98.6 $ 90.4 $ 274.7 $ 239.4
Industrial & Specialty 44.1 43.7 130.1 123.1
Total Adjusted EBITDA $ 142.7 $ 134.1 $ 404.8 $ 362.5
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The following table reconciles "Net income (loss)" to Adjusted EBITDA:
Three Months Ended Nine Months Ended
September 30, September 30,
(dollars in millions) 2024 2023 2024 2023
Net income (loss) $ 40.4 $ ( 31.7 ) $ 189.7 $ 41.0
Add (subtract):
Income from discontinued operations, net of tax — — ( 1.6 ) ( 2.9 )
Income tax expense 36.8 15.3 32.8 53.4
Interest expense, net 14.2 13.3 42.4 37.0
Depreciation expense 10.0 11.8 30.4 31.4
Amortization expense 29.4 32.7 89.4 93.3
EBITDA 130.8 41.4 383.1 253.2
Adjustments to reconcile to Adjusted EBITDA:
Restructuring (income) expense ( 0.1 ) 2.1 5.7 6.3
Acquisition, divestiture and integration expense 6.3 5.0 11.3 13.3
Foreign exchange (gains) losses on intercompany loans ( 13.5 ) 6.5 ( 24.2 ) ( 7.6 )
Debt refinancing costs 0.4 — 0.4 —
Goodwill impairment — 80.0 — 80.0
Kuprion Acquisition research and development charge — — 3.9 15.7
Other, net 18.8 ( 0.9 ) 24.6 1.6
Adjusted EBITDA $ 142.7 $ 134.1 $ 404.8 $ 362.5
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in this Quarterly Report, and the Consolidated Financial Statements, related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other disclosures contained in our 2023 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of several factors, including, but not limited to, those discussed in "Forward-Looking Statements” of this Quarterly Report, and in Part I, Item 1A, "Risk Factors" of our 2023 Annual Report.
Overview
Our Business
Element Solutions, incorporated in Delaware in January 2014, is a leading global specialty chemicals company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Our product innovation and product extensions are expected to continue to drive sales growth in both new and existing markets while expanding margins through a consistent focus on increasing customer value propositions.
We believe the majority of our businesses hold strong positions in the high-growth markets we serve. Our extensive global teams of specially trained scientists and engineers develop our products, and our expert sales and service organizations ensure our customers' needs are met every day. Our continuous focus on customer-centric innovation serves as a catalyst to drive changes to existing formulations and opportunities in adjacent markets within our industry. We believe that our customers place significant value on the consistency and quality of our brands, on which we capitalize through significant market share, customer loyalty and supply chain access. In addition, operational risks and switching costs make it difficult for our customers to change suppliers which allows us to retain customers and maintain our market positions.
Our customers use our innovation as a competitive advantage, relying on us to help them navigate through fast-paced, high-growth markets. To that end, we draw upon our broad and longstanding intellectual property portfolio and technical expertise, while working closely with both customers and original equipment manufacturers on an ongoing basis to develop proprietary solutions tailored to their manufacturing needs. We leverage these close relationships to win qualifications and specifications into their supply chains as well as to identify opportunities for new products; all of which provide potential additional revenue streams.
Our strategy is based on a balance of operational excellence and prudent capital allocation. Our operating teams focus on the strong execution of customer-led product development, superior technical sales support and continuous supply chain optimization. Our senior leadership aims to foster an environment of accountability and success for our operating teams while also evaluating and executing on high-return capital allocation opportunities that can drive improvements in long-term shareholder value.
Our Operations
Our operations are organized into two segments: Electronics and Industrial & Specialty, which are each described below:
Electronics – Our Electronics segment researches, formulates and sells specialty chemicals and process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways and its "assembly materials," such as solder, pastes, fluxes and adhesives, join those pathways together.
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Electronics provides solutions through the following businesses:
Assembly Solutions
As a global supplier of surface mount technologies (SMT), fluxes, thermal management materials, coatings and other attachment materials, we develop high-performing innovative materials that are used to assemble consumer electronics from circuit boards, discrete electronic components, connectors and integrated circuit substrates. We believe our growth in this business will be driven by the increasing use of electronics in consumer, automotive, telecommunications, memory, medical, aerospace and other markets.
Circuitry Solutions
As a global supplier of chemical formulations to the electronics industry, we design and manufacture proprietary "wet" chemical processes and materials used by our customers to manufacture printed circuit boards and memory storage devices. Our product portfolio is focused on specialized consumable chemical processes and materials, such as circuit formation, primary metallization, electroplate, surface finishes and flexible/formable films. We believe our growth in this business will be driven by demand in wireless mobile devices, internet infrastructure, high performance computing, and the increasing use of electronics in automobiles.
Semiconductor Solutions
As a global supplier to the semiconductor industry, we provide advanced copper interconnects, die attachment, sintered silver material, adhesives, wafer bump processes and photomask technologies to our customers for integrated circuit fabrication and semiconductor packaging. We believe our growth in this business will be driven by advanced electronics packaging, necessary to meet the growing needs of high performance computing, artificial intelligence, the internet of things, next-generation wireless communications and the increasing content and complexity of electronics in automotive applications.
Industrial & Specialty – Our Industrial & Specialty segment researches, formulates and sells specialty chemicals and process technologies that enhance surfaces or improve industrial processes in diverse industrial sectors from automotive trim to transcontinental infrastructure and from high-speed printing to high-design faucets. Its products include chemical systems that protect and decorate metal and plastic surfaces; consumable chemicals that enable printing image transfer on flexible packaging materials; and chemistries used in water-based hydraulic control fluids in offshore energy production. The segment's products are used in the aerospace, automotive, construction, consumer electronics, consumer packaged goods and oil and gas production end markets.
Industrial & Specialty provides solutions through the following businesses:
Industrial Solutions
As a global supplier of industrial metal and plastic finishing chemistries, we primarily design and manufacture chemical systems that protect and decorate surfaces. Our high-performance functional coatings improve resistance to wear and tear, such as chrome plating of shock absorbers for cars, or provide corrosion resistance for appliance parts. Our decorative performance coatings apply finishes for parts in various end-markets, such as automotive interiors or jewelry surfaces. As part of our broader sustainable solutions platform, we also provide both chemistry and equipment for turnkey wastewater treatment,recycling and reuse solutions. Our industrial customer base is highly diverse and includes customers in the following end-markets: appliances and electronics equipment; automotive parts; industrial parts; plumbing goods; construction equipment and transportation equipment. We believe our growth in this industry will be primarily driven by increased worldwide automobile production with elevated fashion elements and higher content per vehicle as well as general economic growth.
Graphics Solutions
As a supplier of consumable materials used to transfer images onto consumer packaging materials, our products are used to improve print quality and printing productivity. We produce and market photopolymers through an extensive line of flexographic plates that are used in the consumer packaging and printing industries. Photopolymers are molecules that change properties upon exposure to light. Flexography is a printing process that utilizes flexible printing plates made of rubber or other flexible plastics. We believe growth in this business will be driven by consumer demand and market shifts favoring the use of package imaging technologies that, like ours, offer a lower total cost of ownership to customers.
Energy Solutions
As a global supplier of specialized fluids to the offshore energy industry, we produce water-based hydraulic control fluids for major oil and gas companies and drilling contractors to be used in offshore deep-water production and drilling applications. We believe our growth in this business will be driven by continued capital expenditures in energy exploration and production.
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Recent Developments
MGS Transaction — On September 1, 2024, we entered into an agreement to sell our flexographic printing plate business, MacDermid Graphics Solutions, for approximately $325 million. MacDermid Graphics Solutions constitutes substantially all of our Graphics Solutions business within our Industrial & Specialty segment. The transaction is expected to close in the fourth quarter of 2024 or the first half of 2025, subject to customary closing conditions, adjustments and regulatory approvals.
Syndication of $1.04 billion Term Loans and Debt Reduction — On October 15, 2024, we completed the syndication of $1.04 billion of new term loans B-3 which resulted in an interest rate reduction of 25 basis points to SOFR plus a spread of 1.75% per annum. In connection with this repricing, we fully paid down our $1.14 billion term loans B-2, therefore reducing our borrowings under the Credit Agreement by $100 million. We also terminated $100 million notional of the interest rate swaps and cross-currency swaps that would have matured in January 2025. The net proceeds of the new term loans and cash on hand were used to prepay in full our term loans B-2.
Recent Accounting Pronouncements
Our recent accounting pronouncements have not changed materially from the summary disclosed in Note 3, Recent Accounting Pronouncements , to the Consolidated Financial Statements included in our 2023 Annual Report.
Non-GAAP Financial Measures
To supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present certain non-GAAP financial measures, such as operating results on a constant currency and organic basis and Adjusted EBITDA. Management internally reviews these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our business. We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be associated with our capital structure.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information that we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements and may not be completely comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the definitions and reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this Quarterly Report and not to rely on any single financial measure to evaluate our business.
Constant Currency
We disclose operating results, from net sales through operating profit and Adjusted EBITDA, on a constant currency basis by adjusting results to exclude the impact of changes due to the translation of foreign currencies of our international locations into U.S. dollars. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding our results of operations, consistent with how we internally evaluate our financial results.
The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior period reported results. The difference between actual growth rates and constant currency growth rates represents the estimated impact of foreign currency translation.
20

Organic Net Sales Growth
Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable net sales over differing periods on a consistent basis.
For a reconciliation of GAAP net sales growth to organic net sales growth, see " Net Sales " within the "Results of Operations" section below.
Adjusted EBITDA
We define Adjusted EBITDA as EBITDA, excluding the impact of additional items included in GAAP earnings which we believe are not representative or indicative of our ongoing business or are considered to be associated with our capital structure. Management believes Adjusted EBITDA provides investors with a more complete understanding of the long-term profitability trends of our business and facilitates comparisons of our profitability to prior and future periods.
For a reconciliation of "Net income (loss)" to Adjusted EBITDA and more information about the adjustments made, see Note 12, Segment Information , to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report.
21

Results of Operations
Three and nine months ended September 30, 2024 compared to three and nine months ended September 30, 2023
Three Months Ended % Change Nine Months Ended % Change
September 30, September 30,
(dollars in millions) 2024 2023 Reported Constant Currency Organic 2024 2023 Reported Constant Currency Organic
Net sales $ 645.0 $ 599.3 8% 9% 6% $ 1,832.7 $ 1,759.8 4% 6% 3%
Cost of sales 377.5 357.4 6% 7% 1,053.0 1,061.6 (1)% 1%
Gross profit 267.5 241.9 11% 12% 779.7 698.2 12% 13%
Gross margin 41.5 % 40.4 % 110 bps 110 bps 42.5 % 39.7 % 280 bps 280 bps
Operating expenses 172.5 242.8 (29)% (29)% 510.7 580.1 (12)% (11)%
Operating profit (loss)
95.0 (0.9) (nm) (nm) 269.0 118.1 128% 135%
Operating margin 14.7 % (0.2) %
(nm)
(nm)
14.7 % 6.7 % 800bps 820bps
Other expense, net (17.8) (15.5) 15% (48.1) (26.6) 81%
Income tax expense
(36.8) (15.3) (nm) (32.8) (53.4) (39)%
Net income (loss) from continuing operations
40.4 (31.7) (nm) 188.1 38.1 (nm)
Income from discontinued operations, net of tax — — (nm) 1.6 2.9 (46)%
Net income (loss)
$ 40.4 $ (31.7) (nm) $ 189.7 $ 41.0 (nm)
Net income margin
6.3 % (5.3) % (nm) 10.3 % 2.3 % 800bps
Adjusted EBITDA $ 142.7 $ 134.1 6% 8% $ 404.8 $ 362.5 12% 15%
Adjusted EBITDA margin 22.1 % 22.4 % (30)bps (20)bps 22.1 % 20.6 % 150bps 170bps
(nm) Calculation not meaningful.
22

Net Sales
Net sales in the third quarter of 2024 increased 8% on a reported basis, 9% on a constant currency basis and 6% on an organic basis. Electronics' consolidated results were positively impacted by $19.2 million of pass-through metals pricing.
The following table reconciles GAAP net sales growth to constant currency and organic net sales growth:
Three Months Ended % Change
September 30,
(dollars in millions) 2024 2023 Reported Net Sales Growth Impact of Currency Constant Currency Pass-Through Metals Pricing Acquisitions Organic Net Sales Growth
Electronics:
Assembly Solutions $ 215.5 $ 191.2 13% 1% 14% (10)% —% 4%
Circuitry Solutions 119.8 109.1 10% (1)% 9% —% —% 9%
Semiconductor Solutions 83.8 66.7 25% 0% 26% —% —% 26%
Total 419.1 367.0 14% 0% 15% (5)% —% 9%
Industrial & Specialty:
Industrial Solutions 168.2 177.7 (5)% 3% (3)% —% —% (3)%
Graphics Solutions 37.3 35.9 4% 2% 6% —% —% 6%
Energy Solutions 20.4 18.7 9% 1% 10% —% —% 10%
Total 225.9 232.3 (3)% 2% 0% —% —% 0%
Total $ 645.0 $ 599.3 8% 1% 9% (3)% —% 6%
NOTE: Totals may not sum due to rounding.
Electronics' net sales in the third quarter of 2024 increased 14% on a reported basis, 15% on a constant currency basis and 9% on an organic basis.
• Assembly Solutions: net sales increased 13% on a reported basis and 4% on an organic basis. Pass-through metals pricing had a positive impact of 10% on reported net sales. Foreign exchange had a negative impact of 1% on reported net sales. The increase in organic net sales was primarily due to demand improvement in consumer, mobile and computer end markets, partially offset by continued weakness in broader industrial and automotive end markets.
• Circuitry Solutions: net sales increased 10% on a reported basis and 9% on an organic basis. Foreign exchange had a positive impact of 1% on reported net sales. The increase in organic net sales was primarily due to the continued growth in the data center end market globally, rising demand for hardware tied to the artificial intelligence ("AI") end market and increased demand for electric vehicles in China..
• Semiconductor Solutions: net sales increased 25% on a reported basis and 26% on an organic basis. Foreign exchange had an immaterial impact on reported net sales. The increase in organic net sales was primarily due to increased demand for wafer level packaging products in Asia, growth in the power electronics end market and higher demand for precious metal based products. The third quarter of 2023 was negatively impacted by lower ViaForm sales as we transitioned from our prior distributor.
Industrial & Specialty's net sales in the third quarter of 2024 decreased 3% on a reported basis and remained relatively flat on a constant currency and organic basis.
• Industrial Solutions: net sales decreased 5% on a reported basis and 3% on an organic basis. Foreign exchange had a negative impact of 3% on reported net sales. The decrease in organic net sales was primarily due to continued lower demand in the automotive end market, lower raw material surcharges in 2024 when compared to the same period in 2023 as well as demand softness in construction and industrial end markets. Both periods include an equipment sale for a new production line under a multi-year chemistry sales agreement with an automotive customer.
23

• Graphics Solutions: net sales increased 4% on a reported basis and 6% on an organic basis. Foreign exchange had a negative impact of 2% on reported net sales. The increase in organic net sales was primarily due to modest growth in flexible packaging markets and new business in Latin America partially offset by lower newspaper net sales.
• Energy Solutions: net sales increased 9% on a reported basis and 10% on an organic basis. Foreign exchange had a negative impact of 1% on reported net sales. The increase in organic net sales was primarily due to a continued increase in drilling and energy production activity driving higher utilization rates.
Year to date, net sales increased 4% on a reported basis, 6% on a constant currency basis and 3% on an organic basis. Electronics' consolidated results were positively impacted by $36.1 million of pass-through metals pricing and $8.1 million of acquisitions and Industrial & Specialty's consolidated results were positively impacted by $0.5 million of acquisitions.
The following table reconciles GAAP net sales growth to constant currency and organic net sales growth:
Nine Months Ended % Change
September 30,
(dollars in millions) 2024 2023 Reported Net Sales Growth Impact of Currency Constant Currency Pass-Through Metals Pricing Acquisitions Organic Net Sales Growth
Electronics:
Assembly Solutions $ 581.1 $ 548.7 6% 2% 8% (7)% —% 1%
Circuitry Solutions 353.3 318.8 11% 2% 13% —% —% 13%
Semiconductor Solutions 225.6 194.9 16% 1% 17% —% (4)% 13%
Total 1,160.0 1,062.4 9% 2% 11% (3)% (1)% 7%
Industrial & Specialty:
Industrial Solutions 499.7 534.2 (6)% 3% (4)% —% 0% (4)%
Graphics Solutions 111.1 107.5 3% 0% 4% —% —% 4%
Energy Solutions 61.9 55.7 11% 0% 11% —% —% 11%
Total 672.7 697.4 (4)% 2% (2)% —% 0% (2)%
Total $ 1,832.7 $ 1,759.8 4% 2% 6% (2)% 0% 3%
NOTE: Totals may not sum due to rounding.
Year to date, Electronics' net sales increased 9% on a reported basis, 11% on a constant currency basis and 7% on an organic basis.
• Assembly Solutions: net sales increased 6% on a reported basis and 1% on an organic basis. Pass-through metals pricing had a positive impact of 7% on reported net sales. Foreign exchange had a negative impact of 2% on reported net sales. The increase in organic net sales was primarily due to demand improvement in consumer, mobile and computer end markets, offset by weakness in broader industrial and automotive end markets.
• Circuitry Solutions: net sales increased 11% on a reported basis and 13% on an organic basis. Foreign exchange had a negative impact of 2% on reported net sales. The increase in organic net sales was primarily due to increased demand in the mobile phone end market, electric vehicles in China, and the AI end market along with the continued recovery in the data center end market globally.
• Semiconductor Solutions: net sales increased 16% on a reported basis and 13% on an organic basis. The reacquired ViaForm Distribution Rights and the Kuprion Acquisition had a positive impact of 4% on reported net sales. Foreign exchange had a negative impact of 1% on reported net sales. The increase in organic net sales was primarily due to increased demand for wafer level packaging products in Asia. The prior year was negatively impacted by lower ViaForm sales as we transitioned from our prior distributor.
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Year to date, Industrial & Specialty's net sales decreased 4% on a reported basis and 2% on a constant currency and organic basis.
• Industrial Solutions: net sales decreased 6% on a reported basis and 4% on an organic basis. Acquisitions had an immaterial impact on reported net sales. Foreign exchange had a negative impact of 3% on reported net sales. The decrease in organic net sales was primarily due to continued lower demand in the automotive end market, lower raw material surcharges in 2024 when compared to the same period in 2023 as well as demand softness in construction and industrial end markets. Both periods include an equipment sale for a new production line under a multi-year chemistry sales agreement with an automotive customer.
• Graphics Solutions: net sales increased 3% on a reported basis and 4% on an organic basis. Foreign exchange had an immaterial impact on reported net sales. The increase in organic net sales was primarily due to increased demand for flexographic plates and new business in Latin America partially offset by lower newspaper net sales.
• Energy Solutions: net sales increased 11% on a reported and organic basis. Foreign exchange had an immaterial impact on reported net sales. The increase in organic net sales was primarily due to a continued increase in drilling and energy production activity driving higher utilization rates.
Gross Profit
Three Months Ended % Change Nine Months Ended % Change
September 30, September 30,
(dollars in millions) 2024 2023 Reported Constant Currency 2024 2023 Reported Constant Currency
Gross profit
Electronics $ 171.4 $ 148.6 15% 16% $ 491.6 $ 424.6 16% 17%
Industrial & Specialty 96.1 93.3 3% 5% 288.1 273.6 5% 7%
Total $ 267.5 $ 241.9 11% 12% $ 779.7 $ 698.2 12% 13%
Gross margin
Electronics 40.9 % 40.5 % 40 bps 40 bps 42.4 % 40.0 % 240 bps 230 bps
Industrial & Specialty 42.5 % 40.2 % 230 bps 230 bps 42.8 % 39.2 % 360 bps 360 bps
Total 41.5 % 40.4 % 110 bps 110 bps 42.5 % 39.7 % 280 bps 280 bps
Electronics' gross profit in the third quarter of 2024 increased by 15% on a reported basis and 16% on a constant currency basis. The constant currency increase in gross profit and gross margin were primarily driven by volume improvement in our higher margin Circuitry Solutions and Semiconductor Solutions businesses.

Industrial & Specialty's gross profit in the third quarter of 2024 increased by 3% on a reported basis and 5% on a constant currency basis. The constant currency increase in gross profit was primarily driven by lower raw materials costs in our Industrial Solutions business combined with higher net sales in the Energy Solutions business. The increase in gross margin was primarily due to favorable product mix and lower commodity surcharge-based sales in our Industrial Solutions business and growth in our higher margin Energy Solutions business.
Year to date, Electronics' gross profit increased by 16% on a reported basis and 17% on a constant currency basis. The constant currency increase in gross profit was primarily driven by lower raw material costs and increased demand for higher margin product groups, particularly in Asia. The increase in gross margin was primarily due to the recaptured margin on ViaForm Distributions Rights, easing raw material cost pressures and favorable product mix from growth in higher margin products.
Year to date, Industrial & Specialty's gross profit increased by 5% on a reported basis and 7% on a constant currency basis. The constant currency increase in gross profit was primarily driven by lower raw material costs in the Industrial Solutions business combined with higher net sales in the Graphics Solutions and Energy Solutions businesses. The increase in gross margin was primarily due to growth in our higher margin Energy Solutions business, favorable product mix and lower commodity surcharge-based revenue in our Industrial Solutions business.
25

Operating Expenses
Three Months Ended % Change Nine Months Ended % Change
September 30, September 30,
(dollars in millions) 2024 2023 Reported Constant Currency 2024 2023 Reported Constant Currency
Selling, technical, general and administrative $ 157.6 $ 149.9 5% 6% $ 462.1 $ 445.8 4% 5%
Research and development 14.9 12.9 15% 15% 48.6 54.3 (11)% (10)%
Goodwill impairment
— 80.0 (nm) (nm) — 80.0 (nm) (nm)
Total $ 172.5 $ 242.8 (29)% (29)% $ 510.7 $ 580.1 (12)% (11)%
Operating expenses as % of net sales
Selling, technical, general and administrative 24.4 % 25.0 % (60) bps (70) bps 25.2 % 25.3 % (10) bps (30) bps
Research and development 2.3 % 2.2 % 10 bps 10 bps 2.7 % 3.1 % (40) bps (50) bps
Goodwill impairment
— % 13.3 % (nm) (nm) — % 4.5 % (nm) (nm)
Total 26.7 % 40.5 % (1,380) bps (1,390) bps 27.9 % 33.0 % (510) bps (540) bps
During the third quarter of 2023, we recorded an impairment charge in our Industrial & Specialty segment of $80.0 million related to our Graphics Solutions reporting unit. See Note 5, Goodwill and Intangible Assets, Net, to the unaudited Condensed Consolidated Financial Statements for further information.
Operating expenses in the third quarter of 2024 decreased 29% on a reported and constant currency basis. Excluding the goodwill impairment charge discussed above, operating expenses in the third quarter of 2024 increased 6% on a reported and constant currency basis. The constant currency increase was primarily driven by $4.7 million of costs related to the MGS Transaction and $3.7 million of higher incentive compensation costs, primarily due to higher accruals associated with increased expectations for strong full year financial results.
Year to date, operating expenses decreased 12% on a reported basis and 11% on a constant currency basis. Excluding the goodwill impairment charge discussed above, operating expenses in the third quarter of 2024 increased 2% on a reported basis and 3% on a constant currency basis. The constant currency increase was primarily driven by $12.4 million of higher incentive compensation costs, primarily due to higher accruals associated with increased expectations for strong full year financial results, higher personnel costs, $5.2 million of costs related to the MGS Transaction and $3.9 million of research and development costs associated with contingent consideration for the Kuprion Acquisition in the first quarter of 2024. Partially offset by $15.7 million of research and development costs associated with the purchase accounting related to the Kuprion Acquisition in the second quarter of 2023. See Note 5, Goodwill and Intangible Assets, Net , to the unaudited Condensed Consolidated Financial Statements for further information regarding the Kuprion contingent consideration.
26

Other (Expense) Income
Three Months Ended Nine Months Ended
September 30, September 30,
(dollars in millions) 2024 2023 2024 2023
Other (expense) income
Interest expense, net $ (14.2) $ (13.3) $ (42.4) $ (37.0)
Foreign exchange gains (losses)
11.1 (5.3) 24.0 8.6
Other (expense) income, net
(14.7) 3.1 (29.7) 1.8
Total $ (17.8) $ (15.5) $ (48.1) $ (26.6)
Interest expense, net
For the three and nine months ended September 30, 2024, interest expense, net increased $0.9 million and $5.4 million, respectively, primarily due to a higher effective interest rate on our outstanding term loan balances due to the syndication of the new term loans B-2 in the fourth quarter of 2023, partially offset by higher interest income.
Foreign exchange gains (losses)
For the three and nine months ended September 30, 2024, the fluctuations in foreign exchange gains (losses) were primarily driven by the remeasurement of intercompany loans.
Other (expense) income, net
For the three months ended September 30, 2024, other expense, net included an $11.4 million impairment of an available-for-sale debt security, $2.3 million of net losses associated with metals derivative contracts ($0.7 million of realized and $1.6 million of unrealized losses) and $0.6 million of charges due to highly inflationary accounting for our operations in Turkey. For the three months ended September 30, 2023, other income, net included $3.5 million of net gains associated with metals derivative contracts ($0.1 million of realized losses and $3.6 million of unrealized gains) and $0.6 million of charges due to highly inflationary accounting for our operations in Turkey.

For the nine months ended September 30, 2024, other expense, net included $17.7 million of net losses associated with metals derivative contracts ($14.7 million of realized and $3.0 million of unrealized losses), an $11.4 million impairment of an available-for-sale debt security and $2.1 million of charges due to highly inflationary accounting for our operations in Turkey. For the nine months ended September 30, 2023, other income, net included $6.0 million of charges due to highly inflationary accounting for our operations in Turkey and $2.1 million of net gains associated with metals derivative contracts ($3.7 million of realized losses and $5.8 million of unrealized gains).

The metal derivative contracts primarily relate to inventory associated with pass-through metals pricing in our Assembly Solutions business. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further discussion of these derivative instruments.
Income Tax
Income tax expense for the three and nine months ended September 30, 2024 totaled $36.8 million and $32.8 million, respectively as compared to $15.3 million and $53.4 million, respectively for the three and nine months ended September 30, 2023. Income tax expense for the three and nine months ended September 30, 2024, included a continued U.S. benefit related to claiming foreign tax credits consistent with our election in the fourth quarter of 2023, and the impact of changes to the level and mix of earnings. During the third quarter of 2024, an internal restructuring was completed to facilitate the MGS Transaction which resulted in the recognition of a capital gain that was fully offset by a capital loss carryforward. The capital gain triggered by the internal restructuring resulted in a higher interest expense deduction and consequentially a lower income limited deduction for FDII and our ability to utilize foreign tax credits in the future. The completion of the internal restructuring resulted in $13.6 million of non-recurring tax expense and is not expected to impact our near-term cash taxes paid.
27


The income tax expense for the nine months ended September 30, 2024 also includes a benefit associated with the release of valuation allowances of $38.8 million previously recorded against certain U.K. tax attribute carryforwards, primarily consisting of net operating loss carryforwards and interest carryforwards. The valuation allowances were released as the Company expects improved profitability in its UK business and a shift to a three-year cumulative income position. These expectations are based on actual and forecasted results.

Income tax expense for the three and nine months ended September 30, 2023, included current and deferred taxes based on jurisdictional earnings, withholding taxes, a U.S. tax deduction related to FDII and the impact of U.S. GILTI.

See Note 10, Income Taxes , to the unaudited Condensed Consolidated Financial Statements for further information.
Segment Adjusted EBITDA Performance
Three Months Ended % Change Nine Months Ended % Change
September 30, September 30,
(dollars in millions) 2024 2023 Reported Constant Currency 2024 2023 Reported Constant Currency
Net income (loss):
Total
$ 40.4 $ (31.7) (nm) $ 189.7 $ 41.0 362%
Adjusted EBITDA:
Electronics $ 98.6 $ 90.4 9% 10% $ 274.7 $ 239.4 15% 18%
Industrial & Specialty 44.1 43.7 1% 4% 130.1 123.1 6% 9%
Total $ 142.7 $ 134.1 6% 8% $ 404.8 $ 362.5 12% 15%
Net income margin:
Total
6.3 % (5.3) %
(nm)
10.3 % 2.3 % 800 bps
Adjusted EBITDA margin:
Electronics 23.5 % 24.6 % (110) bps (100) bps 23.7 % 22.5 % 120 bps 140 bps
Industrial & Specialty 19.5 % 18.9 % 60 bps 90 bps 19.3 % 17.7 % 160 bps 190 bps
Total 22.1 % 22.4 % (30) bps (20) bps 22.1 % 20.6 % 150 bps 170 bps
For the three months ended September 30, 2024, Electronics' Adjusted EBITDA increased 9% on a reported basis and 10% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits related to favorable product mix and growth in the Circuitry Solutions and Semiconductor Solutions businesses. Industrial & Specialty's Adjusted EBITDA increased 1% on a reported basis and 4% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits related to lower raw material costs and growth in our higher margin Energy Solutions business.
For the nine months ended September 30, 2024, Electronics' Adjusted EBITDA increased 15% on a reported basis and 18% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits related to favorable product mix and growth in the Circuitry Solutions business. Industrial & Specialty's Adjusted EBITDA increased 6% on a reported basis and 9% on a constant currency basis. The constant currency increase was primarily driven by higher gross profits related to lower raw material costs and growth in our higher margin Energy Solutions business.
28

Liquidity and Capital Resources
Our primary source of liquidity during the nine months ended September 30, 2024 was available cash generated from operations. Our primary uses of cash and cash equivalents were to pay cash dividends and fund operations including working capital and capital expenditures. A portion of our interest rate swaps and cross-currency swaps associated with our term loans mature in January 2025. Expiration of these hedges could result in a material increase to interest expense. Our first significant debt principal payment of approximately $800 million is related to the maturity of our 3.875% USD Notes due 2028. In the third quarter of 2024, we paid a cash dividend of 8 cents per share. We currently expect to continue to pay a cash dividend on a quarterly basis; however, the actual declaration of any cash dividends as well as their amounts and timing, will be subject to the final determination of our Board of Directors based on factors including our future earnings and cash flow generation.
For the full year 2024, we expect our capital expenditures to be approximately $60.0 million. We believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under our lines of credit, including our revolving credit facility under the Credit Agreement, will be sufficient to meet our working capital needs, interest payments, capital expenditures, potential dividend payments and other business requirements for at least the next twelve months. However, working capital cycles and/or future repurchases of our common stock and/or acquisitions may require additional funding, which may include future debt and/or equity offerings. Our long-term liquidity may be influenced by our ability to borrow additional funds, manage interest rates, renegotiate existing debt and/or raise new equity or debt under terms that are favorable to us.
We may from time to time seek to repurchase our equity and/or to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, applicable restrictions under our various financing arrangements and other factors.
During the nine months ended September 30, 2024, approximately 77% of our net sales were generated from non-U.S. operations, and we expect a large portion of our net sales to continue to be generated outside of the U.S. As a result, our foreign subsidiaries will likely continue to generate a substantial portion of our cash. We manage our worldwide cash requirements with available funds generated by the many subsidiaries through which we conduct business. We expect to continue to have cost efficient access to those funds on a global basis. We may transfer cash from certain international subsidiaries to the U.S. and/or other international subsidiaries when we believe it is cost effective to do so. Of our $376 million of cash and cash equivalents at September 30, 2024, $307 million was held by our foreign subsidiaries.
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
Nine Months Ended
September 30,
(dollars in millions) 2024 2023
Cash provided by operating activities $ 223.3 $ 221.8
Cash used in investing activities $ (56.4) $ (226.2)
Cash (used in) provided by financing activities
$ (82.3) $ 74.6
Operating Activities
The increase in net cash flows provided by operating activities of $1.5 million was primarily driven by higher cash operating profits (net income adjusted for non-cash items) partially offset by higher levels of working capital.
Investing Activities
During the nine months ended September 30, 2024, we paid approximately $9.8 million of higher capital expenditures compared to the same period in 2023. During the nine months ended September 30, 2023, we paid approximately $170 million in connection with the reacquired ViaForm Distribution Rights and $15.9 million in connection with the Kuprion Acquisition.
29

Financing Activities
During the nine months ended September 30, 2024, we paid $58.8 million of cash dividends on shares of our common stock and $7.6 million for shares of our common stock withheld by the Company to satisfy the tax withholding requirements related to the vesting of RSUs included in "Other, net." During the nine months ended September 30, 2023, we borrowed $150 million of incremental term loans A under the Credit Agreement to finance the reacquired ViaForm Distribution Rights. We paid $58.1 million of cash dividends on shares of our common stock and $7.7 million for shares of our common stock withheld by the Company to satisfy the tax withholding requirements related to the vesting of RSUs included in "Other, net."
Financial Borrowings
Credit Facilities and Senior Notes
At September 30, 2024, we had $1.93 billion of indebtedness, net of unamortized discounts and debt issuance costs of $15.2 million, which was comprised of:
• $1.14 billion of term debt arrangements outstanding under our term loans; and
• $800 million of 3.875% USD Notes due 2028.
Availability under our revolving credit facility and various lines of credit and overdraft facilities totaled $391 million at September 30, 2024 (net of $6.2 million of stand-by letters of credit which reduce our borrowing capacity).
Covenants
At September 30, 2024, we were in compliance with the debt covenants contained in the Credit Agreement and the indenture governing our 3.875% USD Notes due 2028.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The quantitative and qualitative disclosures about market risk required by this item have not changed materially from those disclosed in our 2023 Annual Report. For a discussion of our exposure to market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk , contained in our 2023 Annual Report.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Based on management's evaluation (with the participation of our CEO and CFO), as of the end of the period covered by this Quarterly Report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes to Internal Control Over Financial Reporting
Based on management's evaluation (with the participation of our CEO and CFO), there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30


PART II. OTHER INFORMATION

Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings, investigations and/or claims that are incidental to the operation of our businesses. In particular, we are involved in various claims relating to environmental matters at a number of current and former plant sites and waste management sites. See Note 9, Contingencies, Environmental and Legal Matters , to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for more information and updates.
Item 1A. Risk Factors
There have been no material changes in the risk factors from those set forth in Part I, Item 1A, Risk Factors of our 2023 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
Director and Officer 10b5-1 Trading Arrangements
None
31

Item 6.    Exhibits
The following exhibits are filed or furnished as part of this Quarterly Report:
Exhibit
Number 		Description
3.1(a)
Certificate of Incorporation dated January 22, 2014 (filed as Exhibit 3.1 of Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference)
3.1(b)
Certificate of Amendment of Certificate of Incorporation dated June 12, 2014 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
3.1(c)
Certificate of Amendment of Certificate of Incorporation dated January 31, 2019 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2019, and incorporated herein by reference)
3.2
Amended and Restated By-laws dated April 25, 2023 (filed as Exhibit 3.2 of the Quarterly Report on Form 10-Q filed on April 27, 2023, and incorporated herein by reference)
31.1*
31.2*
32.1**
101.SCH** Inline XBRL Taxonomy Extension Schema Document
101.CAL** Inline XBRL Extension Calculation Linkbase Document
101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document
101. INS** Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents
104** Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibits 101)
*    Filed herewith.
**     Furnished herewith.

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SIGNATURES
Pursuant to the requirements 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 this October 29, 2024.
ELEMENT SOLUTIONS INC
By: /s/ Michael Russnok
Michael Russnok
Chief Accounting Officer
(Principal Accounting Officer)

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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Condensed Consolidated Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

3.1(a) Certificate of Incorporation dated January 22, 2014(filed as Exhibit 3.1 of Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference) 3.1(b) Certificate of Amendment of Certificate of Incorporation dated June 12, 2014(filed as Exhibit 3.1 of the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference) 3.1(c) Certificate of Amendment of Certificate of Incorporation dated January 31, 2019(filed as Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2019, and incorporated herein by reference) 3.2 Amended and Restated By-lawsdated April 25, 2023(filed as Exhibit 3.2 of the Quarterly Report on Form 10-Q filed on April 27, 2023, and incorporated herein by reference) 31.1* Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Principal Executive Officer and Principal Financial Officer Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002