What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-02-28 compared with 2022-03-01 · 58 added, 71 removed, 479 unchanged (21% of the section changed)

5 unchanged sentences

We have operations in several countries, including manufacturing sites, research and development facilities, sales personnel and customer support operations.

As of December 31, 2021, we operated 10 manufacturing facilities.

As of December 31, 2022, we operated ten manufacturing facilities.

For the year ended December 31, 2022, our foreign subsidiaries accounted for 6% of our sales.

Our operations are affected directly and indirectly by global regulatory, economic and political conditions, including:

Our operations are affected directly and indirectly by global regulatory, economic, political and social conditions, including:

• new and different legal and regulatory requirements in local jurisdictions;

14 unchanged sentences

• risks relating to environmental, health and safety matters;

• risks relating to epidemics and pandemics, including effects caused by the spread of COVID-19 (coronavirus) and variants thereof;

• regional conflicts, such as the invasion of Ukraine by Russia;

• risks relating to epidemics and pandemics, including effects caused by the spread of COVID-19 (coronavirus), variants thereof and other illnesses such as RSV and influenza;

• local political, economic and social conditions, including the possibility of hyperinflationary conditions and political instability in certain countries.

6 unchanged sentences

In addition, volatility and disruption in financial markets could adversely affect our sales and results of operations by limiting our customers’ ability to obtain the financing necessary to maintain or expand their own operations.

For example, the ongoing COVID-19 pandemic and the associated economic downturn affected our financial results during 2020, and the prolonged continuation of the COVID-19 pandemic could result in a sustained or further economic downturn that may continue to affect our operations and financial results.

For example, the COVID-19 pandemic and the associated economic downturn affected our financial results during 2020, and the prolonged continuation of the COVID-19 pandemic and the possible spread of COVID-19 variants could result in a sustained or further economic downturn that may continue to affect our operations and financial results.

Unfavorable global economic conditions could adversely affect our business, financial condition, and results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets.

For example, the global economy has experienced extreme volatility and disruptions, including significant volatility in commodity and market prices, including increasing energy prices, volatility in sulfur prices, declines in consumer confidence, declines in economic growth, supply chain interruptions, uncertainty about economic stability, record inflation globally, rising interest rates and the threat of recession.

Unfavorable economic conditions could result in a variety of risks to our business, including demand and pricing for our products and difficulty in forecasting our financial results.

A weak or declining economy also could strain our suppliers, possibly resulting in supply chain disruptions.

In addition, inflation has increased our costs, which could impact our profitability.

These and other economic factors could adversely impact our business and results of operations.

Exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows.

14 unchanged sentences

dollars can result in a significant increase or decrease in the amount of those sales or earnings in our financial statements, which also affects the comparability of our results of operations and cash flows between financial periods.

Our international operations require us to comply with anti-corruption laws, trade and export controls and regulations of the U.S.

Our international operations require us to comply with anti-corruption laws, economic sanctions, export controls and similar laws and regulations of the U.S.

government and various international jurisdictions in which we do business.

4 unchanged sentences

and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K.

Bribery Act (“UKBA”).

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate record-keeping and internal accounting practices to accurately reflect our transactions.

As part of our business, we may deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA and UKBA.

For example, the FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate record-keeping and internal accounting practices to accurately reflect our transactions.

As part of our business, we may deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA.

In addition, some of the international locations into which we sell our products lack a developed legal system and have elevated levels of corruption.

As a result, we are exposed to the risk of violating anti-corruption laws.

In addition, we are subject to applicable export controls and economic sanctions laws and regulations imposed by the U.S.

As a result, we are exposed to corruption-related risk.

In addition, we are subject to applicable economic sanctions, export controls, and similar laws and regulations imposed by the U.S.

government and other countries.

Changes in such laws and regulations may restrict our business practices, including cessation of business activities in sanctioned countries or regions or with sanctioned entities or individuals, and

may result in modifications to compliance programs.

Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts, loss of export privileges and other remedial measures.

These laws and regulations may restrict our business practices, or the counterparties or regions with which we can trade.

In addition, these laws and regulations are subject to frequent change, and such changes may require us to adjust our business practices, including by ceasing business activities in newly sanctioned countries or regions or with newly sanctioned entities or individuals, or to modify our compliance program.

For example, the invasion of Ukraine by Russia and the related sanctions, export controls or other actions that have been or may be initiated by nations—including the U.S., the European Union, the United Kingdom, and Russia—could disrupt or otherwise adversely impact our customers in those countries, as well as adversely impact our business or our supply chain, business partners or customers in other countries beyond Ukraine and Russia.

Further, violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts, loss of export privileges and other remedial measures.

We have established policies and procedures designed to assist us and our personnel in complying with applicable U.S.

31 unchanged sentences

We face substantial competition in the industries in which we operate.

Our Catalyst Technologies segment primarily competes with other global producers in the petrochemicals and refining industries such as W.R.

Grace, BASF, UOP, and Albemarle, as well as other niche competitors such as Tosoh, Axens, and Haldor Topsoe.

We compete in the North American refining services industry with competitors such as Chemtrade and Veolia.

Our Catalyst Technologies segment primarily competes with other global producers in the petrochemicals and refining industries such as Grace, BASF, UOP, and Albemarle, as well as other niche competitors such as Tosoh, Axens, and Haldor Topsoe.

In our Ecoservices segment, we compete in the North American refining services industry with competitors such as Chemtrade and Veolia.

We believe that we typically compete on the basis of performance, product consistency, quality, reliability, and ability to innovate in response to customer demands.

7 unchanged sentences

Our customers may experience financial difficulties, including bankruptcies, restructurings and liquidations.

These and other financial problems our customers may experience, as well as potential financial weakness in the industries in which we operate, may increase our risk in extending trade credit to customers.

These and other financial problems our customers may experience, as well as potential financial weakness in the industries in which we operate or general economic conditions, may increase our risk in extending trade credit to customers.

A significant adverse change in a customer’s financial position could cause us to limit or discontinue business with such customer, require us to assume more credit risk relating to such customer’s receivables or limit our ability to collect accounts receivable from such customer, any of which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

6 unchanged sentences

Refineries, which represent a sizable subset of our Ecoservices segment customer base, have undergone significant consolidation and additional consolidation is possible in the future.

Such consolidation could further increase our

reliance on a small number of customers and further increase our customers’ leverage over us, resulting in downward pressure on prices and an adverse effect on our profitability.

Such consolidation could further increase our reliance on a small number of customers and further increase our customers’ leverage over us, resulting in downward pressure on prices and an adverse effect on our profitability.

Multi-year customer contracts in our Ecoservices segment are subject to potential early termination and such contracts may not be renewed at the end of their respective terms.

39 unchanged sentences

Additionally, the current U.S.

administration may seek to tighten current environmental standards and regulations, including, but not limited to, the Corporate Average Fuel Economy standards, which could have a material adverse effect on our sales into the fuels and emission controls industries.

We are subject to extensive environmental, health and safety regulations and face various risks associated with potential non-compliance or releases of hazardous materials.

6 unchanged sentences

Some of these matters were resolved through the payment of significant monetary penalties and a requirement to implement corrective actions at our facilities.

For instance, we remain subject to a 2007 Consent Decree that resolves certain alleged Clean Air Act violations at our seven Ecoservices operating locations involving New Source Review, Prevention of Significant Deterioration and New Source Performance Standard obligations under the U.S.

For instance, we remain subject to a 2007 Consent Decree that resolves certain alleged Clean Air Act violations at six Ecoservices operating locations involving New Source Review, Prevention of Significant Deterioration and New Source Performance Standard obligations under the U.S.

federal rules for the pollutants sulfur dioxide and sulfuric acid mist.

The Consent Decree required Solvay (the owner at the time) to pay a $2 million penalty and spend approximately $34 million on air pollution controls at our facilities, the majority of which was received from customers in contractual arrangements.

Work under the Consent Decree has proceeded since 2007, and we believe that all of the significant capital improvements

related to the Consent Decree have been completed.

One of our operating locations has been released from the scope of the Consent Decree and we are seeking release of the other locations covered by the Consent Decree.

Work under the Consent Decree has proceeded since 2007, and all of the significant capital improvements related to the Consent Decree have been completed.

Three of our operating locations have been released from the scope of the Consent Decree and we are seeking release of the other locations covered by the Consent Decree;

however, an agreement has been reached on language with all agencies pending issuance of New Source Review permit amendments at the remaining sites.

We are required by these environmental laws and regulations to obtain registrations, licenses, permits and other approvals in order to operate, to make disclosures to public authorities about our chemical handling and usage activities and to install expensive pollution control and spill containment equipment at our facilities, or to incur other capital expenditures aimed at achieving or maintaining compliance with such laws and regulations.

We are in the process of implementing a substantial environmentally-driven capital improvement project over the next three years and failure to complete this project or to timely identify and implement other capital projects required to achieve or maintain compliance could expose us to enforcement and penalty.

We are in the process of completing a substantial environmentally-driven capital improvement project in 2023 and failure to complete this project or to timely identify and implement other capital projects required to achieve or maintain compliance could expose us to enforcement and penalty.

Under CERCLA and analogous statutes in local and foreign jurisdictions, current and former owners and operators of land impacted by releases of hazardous substances are strictly liable for the investigation and remediation of the contamination resulting from the release.

5 unchanged sentences

Our facilities have an extended history of industrial use, and soil and groundwater contamination exists at some of our sites.

As of December 31, 2021, we had current investigation, remediation or monitoring obligations at several of our current or former sites, including Dominguez, California and Martinez, California.

As of December 31, 2022, we had current remediation, monitoring and/or maintenance obligations at several of our current or former sites, including Dominguez, California and Martinez, California.

As of December 31, 2022, we had established reserves of approximately $0.4 million to cover anticipated expenses at these sites, all of which have reached relatively mature stages of either the investigation, remediation or monitoring process.

16 unchanged sentences

Our Dominguez facility also participates in the emissions trading market established under Assembly Bill 32.

Although we believe it is likely that GHG emissions will continue to be regulated in at least some regions of the United States and in other countries (in addition to the European Union) in the future, we cannot yet predict the form such regulation will take (such as a cap-and-trade program, technology mandate, emissions tax or other regulatory mechanism) or, consequently, estimate any costs that we may be required to incur in respect of such requirements, which could, for example, require that we install emission control equipment, purchase emissions allowances, administer and manage our GHG emissions program or address other regulatory obligations.

Although we believe it is likely that GHG emissions will continue to be regulated in at least some regions of the United States and in other countries (in addition to the European Union) in the future, we cannot yet predict the form such regulation will take (such as a cap-and-trade program, technology mandate, emissions tax or other regulatory mechanism) or, consequently, estimate the costs that we may be required to incur in respect of such requirements, which could, for example, require that we install emission control equipment, purchase emissions allowances, administer and manage our GHG emissions program or address other regulatory obligations.

Such requirements could also adversely affect our energy supply or the costs and types of raw materials that we use for fuel.

Accordingly, regulations controlling or limiting GHG emissions could have a material adverse effect on our business, financial condition or results of operations, including by reducing demand for our products.

Sustainability initiatives may result in operational changes and expenditures, reduced demand for our

products and adversely affect our business.

Sustainability initiatives may result in operational changes and expenditures, reduced demand for our products and adversely affect our business.

We recognize that sustainability is a growing global environmental concern.

Continuing political and social attention to the issue of sustainability has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to increase sustainability.

As a result of heightened public awareness and attention to the issue of sustainability as well as continued regulatory initiatives, demand for certain of our

products may be reduced, which may have an adverse effect on our sales volumes, revenues and margins.

As a result of heightened public awareness and attention to the issue of sustainability as well as continued regulatory initiatives, demand for certain of our products may be reduced, which may have an adverse effect on our sales volumes, revenues and margins.

Production and distribution of our products could be disrupted for a variety of reasons, and such disruptions could expose us to significant losses or liabilities.

9 unchanged sentences

• exposure to toxic chemicals.

These hazards could expose employees, customers, the community and others to toxic chemicals and other hazards, contaminate the environment, damage property, result in personal injury or death, lead to an interruption or suspension of operations, damage our reputation and adversely affect the productivity and profitability of a particular manufacturing facility or our business as a whole.

facility or our business as a whole.

Such hazards could also result in the need for remediation, governmental enforcement, regulatory shutdowns, the imposition of government fines and penalties and claims brought by governmental entities or third parties.

5 unchanged sentences

Such risks are heightened in our Ecoservices segment, which has operations and customers primarily located in the Gulf Coast, which is susceptible to a heightened risk of hurricanes, and Northern California, which is susceptible to a heightened risk of earthquakes.

For example, in August 2017 we shut down our Ecoservices’ Houston and Baytown facilities in coordination with our refinery partners in anticipation of Hurricane Harvey.

The operational interruption at these facilities negatively impacted our sales in 2017 by approximately $7.7 million.

For example, in December 2022, the operations of our Ecoservices’ Houston and Hammond facilities were disrupted by Winter Storm Elliot.

We are still in the process of analyzing the impact on earnings as a result of this operational interruption.

The insurance that we maintain may not fully cover all potential exposures.

33 unchanged sentences

Accordingly, we do not control the Zeolyst Joint Venture and cannot unilaterally undertake strategies, plans, goals and operations or determine when cash distributions will be made to us.

Furthermore, we are liable on a joint and several basis with Shell Catalysts & Technologies, an affiliate of Royal Dutch Shell plc.

or “Shell” for all of the partnership’s liabilities if it does not have sufficient assets to satisfy such liabilities.

Furthermore, we are liable on a joint and several basis with Shell for all of the partnership’s liabilities if it does not have sufficient assets to satisfy such liabilities.

Such factors may adversely affect our results of operation and force us to dedicate additional and unexpected resources to our joint ventures.

6 unchanged sentences

In addition, the laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States.

As of December 31, 2021, we owned 20 patented inventions in the United States, with approximately 166 patents issued in countries around the world and approximately 41 patent applications pending worldwide covering more than 4 additional inventions.

As of December 31, 2022, we owned 20 patented inventions in the United States, with 197 patents issued in countries around the world and 40 patent applications pending worldwide covering such inventions.

Some of these patents are licensed to others.

33 unchanged sentences

Accordingly, we continually monitor third-party intellectual property to confirm our freedom to operate.

Nevertheless, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the patents or trademarks or infringement or misappropriation of other intellectual property rights of third parties by us or our licensees in connection with their use of our products.

our licensees in connection with their use of our products.

Intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert the attention of our management and technical personnel away from operating our business.

24 unchanged sentences

A security breach or other compromise of our information security safeguards could expose our confidential information, including third party confidential information in our possession (such as customer information) to theft and misuse, which could in turn adversely affect our relationships with such third parties and have an adverse effect on our business, financial condition, results of operations and cash flows.

In addition, a disruption, blockage, failure or a cyber breach of software

or operating systems we use, or of the networks and infrastructure on which they rely, could damage critical production, distribution and/or storage assets, delay or prevent delivery to markets, and make it difficult or impossible to accurately account for production and settle transactions.

In addition, a disruption, blockage, failure or a cyber breach of software or operating systems we use, or of the networks and infrastructure on which they rely, could damage critical production, distribution and/or storage assets, delay or prevent delivery to markets, and make it difficult or impossible to accurately account for production and settle transactions.

These impacts may adversely affect our relationships with such employees and third parties and may have an adverse effect on our business reputation, competitiveness, financial condition, results of operations and cash flows, including damage to our operations, employees, or other third parties, resulting in remediation costs, litigation or regulatory actions.

10 unchanged sentences

Payments to us by our subsidiaries and joint ventures will be contingent upon our subsidiaries’ or joint ventures’ earnings and other business considerations and may be subject to statutory or contractual restrictions.

We have not and do not currently intend to pay regular dividends on our common stock in the foreseeable future;

We have not paid regular dividends on our common stock;

however, we paid a special cash dividend in December 2020 and in August 2021 that was financed with the cash proceeds from our sale of our Performance Materials and Performance Chemicals businesses, respectively.

11 unchanged sentences

Due to economic and political conditions, tax rates, tax laws and other non-tax legislation, such as economic substance regulations, our business may experience significant impacts as a result of prospective changes.

For example, the Inflation Reduction Act (“IRA”) enacted in the U.S.

on August 16, 2022 imposes several new taxes that become effective in 2023, including a 1% excise tax on stock repurchases.

Our future effective tax rates may be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in available tax credits or tax deductions, as well as changes in tax and other non-tax laws or their interpretation.

8 unchanged sentences

If our effective tax rates were to increase as a result of a tax examination, or if the ultimate determination of the taxes owed by us is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected.

We have unfunded and underfunded pension plan liabilities.

We have underfunded pension plan liabilities.

We will require current and future operating cash flow to fund these shortfalls.

1 unchanged sentence

We maintain defined benefit pension plans covering employees who meet age and service requirements.

While most of our plans have been frozen, our net pension liability and cost is materially affected by the discount rate used to measure pension obligations, the longevity and actuarial profile of our workforce, the level of plan assets available to fund those obligations and the actual and expected long-term rate of return on plan assets.

While all of our plans have been frozen, our net pension liability and cost is materially affected by the discount rate used to measure pension obligations, the longevity and actuarial profile of our workforce, the level of plan assets available to fund those obligations and the actual and expected long-term rate of return on plan assets.

Significant changes in investment performance or a change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets, particularly equity securities, or in a change in the expected rate of return on plan assets.

Assets available to fund the pension and other postemployment benefit obligations of our plans as of December 31, 2021 were approximately $82.9 million, or approximately $4.2 million less than the measured pension benefit obligation on a GAAP basis.

Assets available to fund the pension obligations of our plans as of December 31, 2022 were approximately $60.6 million, or approximately $6.3 million less than the measured pension benefit obligation on a GAAP basis.

In addition, any changes in the discount rate could result in a significant increase or decrease in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net periodic pension cost in the following years.

Similarly, changes in the expected return on plan assets can result in significant changes in the net periodic pension cost in the following years.

We also contribute to one multi-employer pension plan on behalf of certain of our employees in the United States pursuant to union agreements that generally provide defined benefits to employees covered by collective bargaining agreements.

A total of approximately 3 employees currently participate in such multi-employer pension plan.

Funding requirements for benefit obligations of multi-employer pension plans are subject to certain regulatory requirements and we may be required to make cash contributions to one of these plans to satisfy certain underfunded benefit obligations.

Absent an applicable exemption, a contributor to a U.S.

multi-employer plan is liable upon its withdrawal from, or the termination of, a plan for its proportionate share of the plan’s underfunding, if any.

We also provide certain health care and life insurance benefits to a group of retirees in the United States who retired prior to the date on which these benefit programs were frozen.

We also provide certain health care and life insurance benefits through an unfunded plan to a group of retirees in the United States who retired prior to the date on which these benefit programs were frozen.

Current employees are not eligible for any post-retirement health care or life insurance benefits.

19 unchanged sentences

In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.

LIBOR, the London interbank offered rate, is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally.

Our senior secured term loan facilities and asset-based revolving credit facility use LIBOR as a reference rate such that the interest due to our creditors under those facilities is calculated using LIBOR.

As of December 31, 2021, we had approximately $895.5 million of debt outstanding that was indexed to LIBOR.

In addition, we have entered into a LIBOR-based interest rate caps to manage our exposure to interest rate movements resulting from changes in the benchmark interest rate of LIBOR.

The interest rate cap agreements extend from July 2020 through July 2022 on $500.0 million of notional variable-rate debt and from August 2020 through August 2023 on $400.0 million of notional variable-rate debt.

In January 2022, the Company entered into two new interest rate cap agreements, with notional amounts of $250.0 million

each and with terms for one of the interest rate caps from August 2022 through October 2024 and the term for the other from September 2023 through October 2025.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

The Financial Conduct Authority later announced that LIBOR may continue for legacy contracts until June 2023.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions, has recommended the Secured Overnight Finance Rate, or SOFR, as an alternative to LIBOR.

SOFR is a broad measure of the cost of borrowing cash in the overnight U.S.

treasury repo market.

There can be no assurance that rates linked to SOFR or associated changes related to the adoption of SOFR will be as favorable to us as LIBOR and may result in an effective increase in the applicable interest rate on our current or future debt obligations, including our credit agreements and/or interest rate cap agreements, which may result in interest rates and/or payments that do not correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form.

Risks Related to our Common Stock

CCMP and INEOS continue to have significant influence over us, which could limit your ability to influence the outcome of key transactions, including a change of control.

CCMP and INEOS continue to have influence over us, which could limit your ability to influence the outcome of key transactions, including a change of control.

As of December 31, 2022, investment funds affiliated with CCMP beneficially owned approximately 9% of our outstanding common stock and INEOS beneficially owned approximately 20% of our outstanding common stock.

For as long as affiliates of CCMP and INEOS continue to beneficially own a substantial percentage of the voting power of our outstanding common stock, they will continue to have significant influence over us.

For example, they will be able to strongly influence or effectively control the election of all of the members of our board of directors and our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of additional indebtedness, the issuance of any additional shares of common stock or other equity securities, the repurchase or redemption of shares of our common stock and the payment of dividends.

For example, they will be able to strongly influence the election of all of the members of our board of directors and our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of additional indebtedness, the issuance of any additional shares of common stock or other equity securities, the repurchase or redemption of shares of our common stock and the payment of dividends.

Additionally, CCMP and INEOS are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us.

1 unchanged sentence

Our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.

Since launching our IPO in September 2017, the price of our common stock, as reported on the New York Stock Exchange, has ranged from a low of $8.50 on March 16, 2020 to a high of $18.90 on March 9, 2021.

Since launching our IPO in September 2017, the price of our common stock, as reported on the New York Stock Exchange, has ranged from a low of $8.20 on November 15, 2022 to a high of $18.90 on March 9, 2021.

In addition, the stock market in general has been highly volatile.

31 unchanged sentences

Provisions in our charter documents and Delaware law may deter takeover efforts that may be beneficial to stockholder value.

In addition to investment funds affiliated with CCMP’s and INEOS’s beneficial ownership of a substantial percentage of our common stock, provisions in our certificate of incorporation and bylaws and Delaware law could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders.

In addition to INEOS’s beneficial ownership of a substantial percentage of our common stock, provisions in our certificate of incorporation and bylaws and Delaware law could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders.

These provisions include a classified board of directors and the ability of our board of directors to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquiror.

21 unchanged sentences

Any decision to declare and pay special or regular dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant.

In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facilities and outstanding notes.

In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding

indebtedness we or our subsidiaries incur, including our credit facilities and outstanding notes.

See “Because our operations are conducted through our subsidiaries and joint ventures, we are dependent on the receipt of distributions and dividends or other payments from our subsidiaries and joint ventures for cash to fund our operations and expenses, including to make future dividend payments, if any.” As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than that which you paid for it.

17 unchanged sentences

As of December 31, 2022, we had 890 employees globally, approximately 45% of which were represented by a union, works council or other employee representative body.

As of December 31, 2021, none of our U.S.

As of December 31, 2022, 138 of our U.S.

unionized employees were covered under collective bargaining agreements that will expire on or before December 31, 2023.

27 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors