What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-18 · 40 added, 27 removed, 122 unchanged (35% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

An evaluation was carried out, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of December 31, 2020.

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

5 unchanged sentences

Audit Report of the Independent Registered Public Accounting Firm

The Company’s independent registered public accounting firm, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, has issued an audit report on management’s internal control over financial reporting which appears below.

The Company’s independent registered public accounting firm, Ernst & Young, has issued an audit report on management’s internal control over financial reporting which appears below.

Changes in Control over Financial Reporting

No change in internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred during the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Orion Engineered Carbons S.A

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 18, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for the year ended December 31, 2021, and the related notes and our report dated February 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Tobias Schlebusch /s/Titus Zwirner

Wirtschaftsprüfer Wirtschaftsprüfer

(German Public Auditor) (German Public Auditor)

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Cologne, Germany

/s/ Ernst & Young LLP

February 17, 2022

Orion Engineered Carbons S.A

Other Information

Orion Engineered Carbons S.A

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Painter 59 Chief Executive Officer

Lorin Crenshaw 45 Chief Financial Officer

Robert Hrivnak 61 Interim Chief Financial Officer

Sandra Niewiem 45 Senior Vice President, Global Specialty Carbon Black and EMEA Region

Pedro Riveros 51 Senior Vice President, Global Rubber Carbon Black and Americas Region

57 Senior Vice President, Global Operations

Painter began his career at Air Products in 1984 as part of the company’s career development program.

2 unchanged sentences

He held the position of Executive Vice President, Industrial Gases until he left Air Products at the end of June, 2018 to become Orion Engineered Carbons group’s new Chief Executive Officer starting from September 2018.

Lorin Crenshaw.

Crenshaw joined Orion in November 2019 and has over 20 years of diversified financial experience, including more than 10 years in senior leadership positions with global chemical companies.

Immediately prior to Orion, he served as Chief Financial Officer of Albemarle Corporation’s global lithium business and also earlier served in several key management roles including Treasurer and Head of Investor Relations while at Albemarle.

Crenshaw also has over ten years of experience with investment management firms Citigroup Asset Management and Prudential Capital Group.

Crenshaw holds an MBA from Columbia University and a BS in Business Administration from Florida A&M University.

Sandra Niewiem.

Robert Hrivnak— Mr.

Hrivnak joined Orion in August 2020 and was appointed Interim Chief Financial Officer in October 2021.

Hrivnak has over 30 years of experience as an accomplished financial executive.

Hrivnak joined Orion from Clearwater Paper, a manufacturer of paper products, where he served as Chief Financial Officer and Chief Accounting Officer.

Prior to Clearwater, he served as Chief Accounting Officer of Itron, Inc., a global public technology and services company providing products and services to utilities and municipalities.

Hrivnak is a Certified Public Accountant (CPA) and holds a BS business and accounting from Ohio State and a MBA from the University of Wisconsin.

Sandra Niewiem— Dr.

Niewiem was appointed Senior Vice President Global Specialty Carbon Black and EMEA Region in September 2019.

2 unchanged sentences

Niewiem holds an economics doctorate from European Business School and a master’s in business administration from James Madison University, Virginia.

Pedro Riveros .

Pedro Riveros— Mr.

Riveros joined Orion Engineered Carbons in the current role in June 2019.

2 unchanged sentences

Riveros holds a bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute.

Carlos Quinones — Mr.

Quinones joined Engineered Orion Carbons in the current role in June 2019.

Immediately prior to joining Orion, he held multiple Operations leadership positions at Air Products from 2015 to 2019.

Prior to Air Products, Mr.

Quinones held positions of increasing leadership responsibilities in the chemical industry experience with Praxair, Rohm and Haas/Dow Chemical, and Arco Chemical.

Quinones holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.

Code of Conduct/Code of Ethics

6 unchanged sentences

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Orion Engineered Carbons S.A

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

4 unchanged sentences

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Orion Engineered Carbons S.A

Exhibits, Financial Statement Schedules

12 unchanged sentences

2 to the Registration Statement on Form F-1 filed on July 14, 2014 (File No.

4(b) Description of Orion Engineered Carbons S.A.’s

4(b) Description of Orion Engineered Carbons S.A.’s Common Shares (incorporated by reference to Exhibit 4(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 20, 2020

10.1 Credit Agreement, dated as of July 25, 2014, among the Company, Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons Bondco GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the revolving borrowers named therein, the guarantors named on the signature page thereto, the lenders named therein, and Goldman Sachs Bank USA as administrative agent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 31, 2014 (File No.

3 unchanged sentences

10.5 Fourth Amendment, dated as of May 31, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, and UniCredit Bank AG, as arranger with respect to the Amendment (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 25, 2017 (File No.

Orion Engineered Carbons S.A

10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

1 unchanged sentence

10.8 Seventh Amendment, dated as of October 29, 2018, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.9 Eights Amendment, dated as of April 2, 2019, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.9 Eighth Amendment, dated as of April 2, 2019, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.10 Ninth Amendment, dated as of September 30, 2021, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party thereto, the New Term Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, Goldman Sachs Bank USA as sole book runner and Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 5, 2021).

21.1 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Ernst & Young LLP

23.2 Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

31.1 Certification by Corning F.

Painter pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Lorin Crenshaw pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Bob Hrivnak pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1 Certification by Corning F.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Lorin Crenshaw pursuant to 18 U.S.C.

32.2 Certification by Bob Hrivnak pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Orion Engineered Carbons S.A

Pursuant to the requirements of Section 13 or 15(d) 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.

ORION ENGINEERED CARBONS S.A.

February 20, 2020 By /s/ Corning F.

February 17, 2022

By /s/ Corning F.

Chief Executive Officer

4 unchanged sentences

Painter February 17, 2022

/s/ Lorin Crenshaw Chief Financial Officer (Principal Financial Officer)

Lorin Crenshaw February 18, 2021

/s/ Bob Hrivnak Chief Accounting Officer (Principal Accounting Officer)

/s/ Bob Hrivnak Interim Chief Financial Officer (Principal Financial Officer)

Bob Hrivnak February 17, 2022

16 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 9A. Controls and Procedures