What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-15 compared with 2023-02-24 · 78 added, 76 removed, 225 unchanged (41% of the section changed)

Orion Engineered Carbons S.A.

(“Orion”, “Company”, “we”, “our”, or “OEC”) is a Luxembourg joint stock corporation ( société anonyme or S.A.), incorporated on July 28, 2014 as a Luxembourg limited liability company ( société à responsabilité limitée ).

Orion S.A., formerly Orion Engineered Carbons S.A.

(“Orion”, “Company”, “we” or “our”), is a Luxembourg joint stock corporation ( société anonyme or S.A.), incorporated in 2014 as a Luxembourg limited liability company ( société à responsabilité limitée ).

Our registered office is located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg.

5 unchanged sentences

The Company is one of the largest global producers of Specialty and Rubber Carbon Black.

We currently operate 14 wholly owned production facilities in Europe, North and South America, South Africa, and Asia, including Huaibei, China (to begin commercial production in 2023 ) , and one jointly-owned production facility at Dortmund, Germany.

We currently operate 14 wholly owned production facilities in Europe, North and South America, South Africa, and Asia, and one jointly-owned production facility at Dortmund, Germany.

In addition to our headquarters in Luxembourg, we have our principal executive office in Spring, Texas (U.S.), as well as offices in Frankfurt (Germany), Cologne (Germany), Shanghai (China), Seoul (South Korea), Tokyo (Japan) and other locations.

6 unchanged sentences

Our internet address is www.orioncarbons.com.

We make available free of charge on or through our website, our Annual Reports in Form 10-K, Quarterly Reports in Form 10-Q, current reports in Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the U.S.

We make available free of charge on or through our website, our current Annual Reports in Form 10-K, Quarterly Reports in Form 10-Q, reports in Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the U.S.

Securities and Exchange Commission (“SEC”).

7 unchanged sentences

Carbon black is an additive that enhances the physical, electrical and optical properties of our customer’s end products.

We have several post-treated Specialty Carbon Black grades for coatings and printing applications, as well as several high purity carbon black grades for the fiber industry and conductive carbon black grades for polymers, coatings and new markets, such as for battery electrodes.

Our specialty grades of carbon black are used to impart color, provide rheology control, enhance conductivity and static charge control, provide UV protection, enhance mechanical properties and provide formulation flexibility through surface treatment.

2 unchanged sentences

The diversity of our manufacturing processes allows for the creation of a wide range of Specialty Carbon Black grades with different structures and chemical properties, thereby allowing our products to impart unique characteristics to our customers’ products.

Orion Engineered Carbons S.A

Carbon Black for Polymers — We offer Specialty Carbon Black for polymers in a diverse range of end markets including pipe (e.g., gas, oil, municipal water, sewage), construction, energy distribution (e.g., power cables), automotive, agriculture and consumer packaging.

3 unchanged sentences

We apply different process technologies to offer highly specialized products meeting specific requirements, including compliance with food-contact regulations and specially formulated products that require unique attributes such as color undertone, optical density and gloss.

Carbon Black for Batteries — We also offer Specialty Carbon Black for wide range of energy storage applications such as lead-acid batteries, dry cells, supercapacitors and lithium-ion batteries.

The products, which are manufactured in different production processes, function as high purity additives to provide electrical conductivity to increase the performance of batteries.

Carbon Black for Batteries — We offer conductive additives for a wide range of battery applications such as lithium-ion batteries for electric vehicles, energy storage and consumer applications.

We also offer conductive additives for lead-acid batteries, supercapacitors and dry cell batteries.

Our products, which are manufactured in different production processes, are differentiated by high purity, high conductivity, low moisture and easy dispersion, enhancing the performance, lifetime and safety of batteries.

We are one of the largest global producers of Specialty Carbon Black.

There are two other large global producers of Specialty Carbon Black.

As a top three producer of Specialty Carbon Black, we leverage R&D and applications technology platforms to tailor products to customer needs and to introduce our products into new application niches.

Besides that, there are regional Specialty Carbon Black producers as well as technology specialists such as acetylene black producers.

Orion differentiates by offering the broadest process technology portfolio and Specialty product portfolio to its customers.

Rubber Carbon Black

13 unchanged sentences

The smaller regional suppliers mainly participate in standard and MRG applications and are less likely to provide specialized products used in higher-end tire and MRG applications.

Competition for our Rubber Carbon Black products is generally based on product quality and performance, technical innovation and customer service.

Competition for our Rubber Carbon Black products is generally based on product quality and performance, supply reliability, technical innovation and customer service.

Drivers of Demand

3 unchanged sentences

Demand for Specialty Carbon Black in the printing industry is mainly influenced by developments in print media and packaging materials.

Demand for Specialty Carbon Black in the batteries industry is driven by electric vehicle penetration, growth of consumer and industrial batteries, and energy storage systems.

Demand for Specialty Carbon Black in the batteries industry is driven by electric vehicle penetration, growth of consumer and industrial batteries business and energy storage systems use.

Demand for Rubber Carbon Black is largely driven by the growth and development of the automotive tire, commercial tire and MRG industries.

Demand for Rubber Carbon Black in tires is mainly influenced by the number of replacement and original equipment tires produced, which in turn is driven by (i) the number of miles driven, (ii) vehicle trends, including the number of vehicles produced and registered, (iii) demand for larger vehicles, such as trucks and buses, (iv) demand for high-performance tires, (v) consumer and industrial spending on new vehicles, and (vi) changes in regulatory requirements.

Orion Engineered Carbons S.A

Demand for Rubber Carbon Black in tires is mainly influenced by the number of replacement and original equipment tires produced, which in turn is driven by (i) the number of miles driven and truck traffic, (ii) vehicle trends, including the number of vehicles produced and operated, (iii) demand for larger vehicles, such as trucks and buses, (iv) demand for high-performance tires, (v) consumer and industrial spending on replacement tires and on new

vehicles, and (vi) changes in regulatory requirements.

Demand for Rubber Carbon Black in MRG is mainly influenced by vehicle production and design trends, construction activity and general industrial production.

Demand in the developed Western European and North American regions is mainly driven by demographic changes, customers’ high-quality requirements, truck freight activity, stringent tire regulation standards and relatively stable tire replacement demand.

Demand in developing markets, such as China, Southeastern Asia, South America and Eastern Europe, is mainly driven by the growing middle class, rapid industrialization, infrastructure spending and increasing car ownership trends.

The growth in vehicle production in turn drives demand for both original equipment tire manufacturing and replacement tires in developing regions.

Customer Contracts

1 unchanged sentence

We sell carbon black under the following two main categories of contracts based on price adjustment mechanisms:

• Contracts with feedstock adjustments (indexed contracts)— This category includes contracts with monthly or, in some cases, quarterly automatic feedstock and/or energy cost adjustments, which cover approximately 70% of our global volumes;

• Non-indexed contracts— This category includes short-term contracts (usually shorter than three months) where sales prices of our carbon black products are not linked to carbon black oil market prices.

10 unchanged sentences

These raw material costs generally are influenced by the availability of various types of carbon black feedstock and natural gas, supply and demand of such raw materials and related transportation costs.

Changes in our raw material supplier’s operating conditions and demand for their products could reduce the availability of certain very specialized feedstocks.

Some carbon black grades are also produced from acetylene gas, an off-gas received from other chemical producers.

Changes in our raw material supplier’s operating conditions and demand for their products could reduce the availability of such specialized feedstocks.

Our business is generally not seasonal in nature, although our results of operations are generally weaker in the last three months of a calendar year.

6 unchanged sentences

The applications technology team works closely with our major clients to develop innovative products and expand the applications range for carbon black products.

The process development team works closely with our manufacturing and procurement teams to improve production processes, product quality and cost structure.

Our Innovation function’s leading center of excellence is located in Cologne (Germany) to support and enhance our global innovation function or R&D activities.

The process development team works closely with our manufacturing and procurement teams to improve production processes, advance the use of bio-circular feedstocks, product quality and cost structure.

Our Innovation function’s leading center of excellence is located in Cologne (Germany) to support and enhance our global innovation function as well as R&D activities.

This center includes applications technology laboratories and process development staff, co-located with our pilot process development facilities.

Staffing in our Cologne technical center includes physicists, chemists and engineers who can effectively and efficiently collaborate to create and analyze various carbon black properties with a goal to develop new products to meet customer requirements.

Staffing in our Cologne technical center includes physicists, chemists and engineers who collaborate to create and analyze various carbon black properties with a goal to identify existing products or develop new products to meet customer requirements.

Common processes and information technology tools further enhance coordination and communication with our regional technical centers located in China, South Korea and the U.S.

Orion Engineered Carbons S.A

• Applications Technology— Our goal is to remain at the forefront of the industry in terms of product development by having dedicated applications technology facilities.

6 unchanged sentences

Applications technology plays a supporting role in the process of new product launches by providing technical data and presentations, training and support, and establishing and monitoring quality targets.

This team works closely with customers to provide support during the qualification cycle, which can be long and may last over one year.

This close cooperation decreases the likelihood of customers switching suppliers once a product has been approved.

Our team works closely with customers to provide support during the qualification cycle, which can be long and may last over several years.

Our close cooperation decreases the likelihood of customers switching suppliers once a product has been approved.

Product quality test methods and applications testing are defined within the applications technology team.

Methods are developed centrally and deployed worldwide to relevant production and applications laboratories to assure consistency in measurements and reporting.

• Intellectual Property— We consider intellectual property development and management as a source of strategic competitive advantage.

• Intellectual Property— We consider intellectual property development and management as a strategic competitive advantage.

We initiate and maintain patents and trademarks, with varying expiration dates, on a number of our products and processes.

We sell our products under a variety of patents and trademarks we own and we take reasonable measures to protect them.

In connection with the separation of our business from Evonik Industries AG, Germany (“Evonik”), Evonik assigned to us its intellectual property that was exclusively used in its carbon black business and granted certain intellectual property rights that are still also in use in Evonik’s retained business in turn for us granting certain intellectual property rights to Evonik for fields outside of carbon black.

In connection with the separation of our business from Evonik Industries AG, Germany (“Evonik”) more than ten years ago, Evonik assigned to us its intellectual property that was exclusively used in its carbon black business and granted certain intellectual property rights that are still also in use in Evonik’s retained business in turn for us granting certain intellectual property rights to Evonik for fields outside of carbon black.

Consequently, we may be restricted in leveraging intellectual property that we use on the basis of a license from Evonik or the intellectual property that is subject to grant-back licenses when expanding our business into fields outside of carbon black.

5 unchanged sentences

Our success depends on attracting, recruiting, training and developing a diverse, talented global workforce.

We are committed to providing our employees with opportunities for learning and career growth in an environment where their knowledge and inputs are valued and creativity and innovation are encouraged.

To this end, our aspiration is to be the employer of choice in our industry and the communities where we are located.

We believe people are at the heart of our business and work to advance a positive work culture.

We strive to be an optimal employer for our employees, as well as a valued partner to our communities.

We engage with our employees to provide a challenging, dynamic, inclusive and diverse work environment that supports each individual professional development, positive work environment, and long-term health and wellness.

We are committed to promoting a workplace of belonging where our employees are informed, engaged and enabled to do their best work and be their best selves.

We are also committed to providing our employees with opportunities for learning and personal growth in an environment where creativity and innovation are encouraged.

Aligning employee engagement and enablement remains a key component for the continued success of Orion.

1 unchanged sentence

To ensure our employees are both motivated to do their work and equipped with the right tools and training to be successful, we start with listening.

We use employee surveys and feedback sessions to help ensure all the voices of our employees are heard.

We continue to use the feedback from our employee surveys and other feedback sessions to prioritize our human capital strategy and continue to upgrade our talent management programs, focusing on specific actions to improve learning and to promote employee development and career growth.

We regularly use employee surveys and feedback sessions to help ensure all the voices of our employees are heard.

We continue to use the feedback to prioritize our human capital strategy and continue to upgrade our talent management programs, focusing on specific actions to improve learning and to promote employee development and career growth.

Our talent programs are made up of several components:

5 unchanged sentences

• individual development plans.

Orion is made up of approximately 1,600 employees with manufacturing plants, laboratories and offices in 24 locations across 13 countries in three regions (Americas, Asia/Pacific (“APAC”) and Europe/Middle East/Africa (“EMEA”)).

Inspiring the entire Orion workforce to function as one team is critical to our success.

We believe this is possible when we accept and value each individual.

Indeed, valuing people is one of Orion’s core values, which define who we are and the expectation we have of all Orion colleagues in our interactions with other employees, customers, suppliers and within the communities where we operate.

Building on this foundation, we value our people

Orion Engineered Carbons S.A

irrespective of their nationality, race, gender, citizenship status, ethnic origin, sexual orientation, gender identification, religion or philosophy, disability and age, among others;

and we strive to put this into practice when hiring, developing and retaining talent.

Orion is made up of approximately 1,650 employees with four innovation centers and 14 wholly owned plants worldwide producing carbon black.

The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s longest-running carbon black plant.

Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver sustainable solutions, offering the most diverse variety of production processes in the industry.

We believe diversity, equity and inclusion are keys to our success and we strive to create a welcoming environment where everyone can belong, grow and thrive.

We place a premium on the freedom for our employees to be their authentic selves and offer an equal chance to bring different skills, backgrounds and experiences to work.

To realize our commitments, we strive to:

Enable a trusting environment so employees are free to share individual experiences to increase understanding.

Promote an environment where each Orion employee owns the responsibility to exemplify inclusive behavior and treat others with respect, dignity and empathy.

Require our leaders to drive a culture that enhances inclusiveness, fairness, the ability to hire people talent whatever their background may be and ensure accountability within the company.

A focus on promoting from within has led to continued increases in internal fill rates for open positions and the involvement of business leaders across the organization in talent reviews to assess employees on performance and future potential.

2 unchanged sentences

We uphold the freedom of association and fully recognize the right of collective bargaining.

Certain of our employees worldwide are represented through unions and works councils.

Certain of our employees are represented through unions and works councils.

We value exchanging information and views with the local unions and works councils with the view to finding solutions to our common issues and ensuring success for both our employees and the Company.

12 unchanged sentences

Our integrated global management system with established standards and processes is based on the principles of the Responsible Care, International Organization for Standardization’s (“ISO”) 9001 Quality Management System, ISO 14001 Environmental Management Systems and ISO 45001 Safety Management Systems.

All of our operating sites are third-party certified to ISO 14001 and ISO 9001 standards.

All of our operating sites are third-party certified to ISO 14001 and ISO 9001 standards, except our new Huaibei facility in China.

Our global management system outlines our processes and procedures practiced in relation to environmental protection, occupational safety, industrial hygiene and quality management as well as sustainable compliance and product stewardship.

3 unchanged sentences

Our operations involve the use, processing, handling, storage and transportation of materials that are subject to international, national and local environmental and safety laws and regulations.

All of our production facilities require operating permits.

All our production facilities require operating permits.

We believe that our operations are currently in substantial compliance with all applicable environmental, health and safety laws and regulations.

4 unchanged sentences

The most common method for controlling these gases is through combustion, which produces useable energy as a by-product.

Currently, eight manufacturing sites, including one jointly owned production facility, have the capability to beneficially utilize these gases through some form of energy co-generation, such as the sale or reuse of steam, gas or electricity.

Currently, eleven manufacturing sites, including one jointly owned production facility, have the capability to beneficially utilize these gases through some form of energy co-generation, such as the sale or reuse of steam, gas or electricity.

The primary air pollutants of concern include sulfur dioxide (“SO 2 ”), nitrogen oxides (“NOx”) and particulates.

In order to maintain compliance with emission requirements in certain jurisdictions, we utilize various desulfurization and de-NOx processes.

In order to maintain compliance with emission requirements in certain jurisdictions, we utilize various de-NOx and desulfurization processes, as well as controlling sulfur levels in our feedstocks as needed.

We control the particulate matter by using bag filter technology.

In the European Union, we are subject to the EU Directive No.

In the European Union (“EU”), we are subject to the EU Directive No.

2010/75/EU on industrial emissions (“IED Directive”), which regulates pollution from industrial activities and includes rules aiming to reduce emissions into air, water and land and to prevent the generation of waste.

In addition to the IED Directive and its implementation, European jurisdictions in which we operate may provide for further regulations regarding emission reduction and safety technology standards that apply to our facilities (for example, the German Emissions Control Act).

The EU Commission is currently revising EU measures addressing pollution from large industrial installations, as announced in the European Green Deal.

The EU Commission is currently revising EU measures addressing pollution from large industrial installations, as

announced in the European Green Deal.

The aims of the revision are to progress towards the EU’s zero pollution ambition for a toxic-free environment and to support climate, energy and circular economy policies.

This includes the revision of the IED Directive.

Orion Engineered Carbons S.A

In the U.S., we are subject to emissions limitations on prevention of significant deterioration (“PSD”) permits issued under the federal Clean Air Act (“CAA”) and a consent decree (“CD”) entered into with the U.S.

Environmental Protection Agency (“EPA”) , as well as analogous state and local laws, which regulate the emission of air pollutants from our facilities and impose significant monitoring, record keeping and reporting requirements.

Commitments and Contingencies ” to the Company’s audited financial statements included in this Annual Report in Form 10-K for a description of the EPA CD.

In the U.S., we are subject to emissions limitations on prevention of significant deterioration (“PSD”) permits issued under the federal Clean Air Act (“CAA”), as well as analogous state and local laws, which regulate the emission of air pollutants from our facilities and impose significant monitoring, record keeping and reporting requirements.

In addition, these laws and regulations require us to obtain pre-approval for the construction or modification of facilities expected to produce or significantly increase air emissions and to obtain and comply with air permits that include stringent conditions on air emissions and operations.

1 unchanged sentence

We have incurred, and expect to continue to incur, substantial administrative and capital expenditures to maintain compliance with CAA requirements.

Pursuant to the CAA, the EPA has developed industry-specific National Emission Standards for Hazardous Air Pollutants (“NESHAPs”) for stationary sources classified as “major” on the basis of their hazardous air pollutant emissions.

Pursuant to the CAA, the U.S.

Environmental Protection Agency (“EPA”) has developed industry-specific National Emission Standards for Hazardous Air Pollutants (“NESHAPs”) for stationary sources classified as “major” on the basis of their hazardous air pollutant emissions.

Under these, we are required to comply with Maximum Achievable Control Technology (“MACT”) standards.

1 unchanged sentence

The EPA amended existing carbon black MACT standards, which increased stack testing frequency and imposed more stringent startup and operating requirements for our U.S.

plants are generally already compliant.

We are in the process of confirming that we met the EPA requirements in 2022.

plants are generally in compliance with MACT standards.

In China and South Korea, our operations have been subject to increasingly strict air quality regulations in recent years.

1 unchanged sentence

We expect that future regulations may require additional capital and operating expenditures for specific equipment or technologies to control emissions that are being developed as needed to meet these new requirements.

Greenhouse Gas Regulation and Emissions Trading— Our facilities also emit significant volumes of CO 2 .

In the European Union (“EU”), all of our production facilities (except for our manufacturing site in France) are subject to the European Emission Trading System (“EU ETS”) for CO 2 emissions.

Greenhouse Gas Regulation and Emissions Trading— Our facilities emit significant volumes of CO 2 .

In the EU, all of our production facilities (except for our manufacturing site in France) are subject to the European Emission Trading System (“EU ETS”) for CO 2 emissions.

Industrial sites to which the EU ETS applies receive a certain volume of allowances in metric tons to emit greenhouse gasses (“GHG”) and must surrender allowances in equivalent volume for each metric ton of greenhouse gas (“GHG”) emitted.

1 unchanged sentence

From January 1, 2021, the EU ETS has stepped into its Phase 4 period running until 2030.

However, as part of the EU Green Deal the EU has adopted a climate law enshrining its new climate targets of at least a 55% reduction in greenhouse gas emissions by 2030 compared to 1990 levels and net zero by 2050.

However, as part of the EU Green Deal the EU has adopted a climate law enshrining its new climate targets of at least a 55% reduction in GHG emissions by 2030 compared to 1990 levels and net zero by 2050.

The European Commission published its first part of the “Fit for 55” package in July 2021 to enable the EU to meet those targets.

The actual EU ETS is expected to be subject to regular reviews and possible changes in order to ensure the way to achieve those climate reduction targets.

The design concept of the South Korean ETS is similar to the EU ETS.

We may need to purchase emission rights to cover the shortfall where emissions exceed the quantity of free allowances, incurring additional costs.

The design concept of the South Korean Emission Trading System is similar to the EU ETS.

We may need to purchase emission rights for our South Korean plant to cover the shortfall where emissions exceed the quantity of free allowances, incurring additional costs.

In the United States, the EPA regulates GHG emissions under the CAA and has adopted rules that require reporting of GHG emissions by owners and operators of facilities in certain source categories, which include our facilities.

2 unchanged sentences

The adoption of legislation or regulations that require reporting of GHG, establish permitting thresholds based on GHG emissions or otherwise limit or impose compliance obligations for emissions of GHG from our equipment and operations could require us to incur costs to obtain and comply with permits, reduce emissions of GHG associated with our operations or purchase carbon offsets or allowances.

There are also ongoing discussions and regulatory initiatives in other countries in which we have facilities, regarding GHG emission reduction programs.

There are also ongoing discussions and regulatory initiatives in other countries in which we have production facilities, regarding GHG emission reduction programs.

For instance, South Africa has adopted a CO 2 tax regime.

Water Quality— Our plants are net consumers of water and are generally subject to laws and regulations related to water management.

Most of our plants recycle a substantial amount of the water used in the manufacturing process, which is used as “quench water” in the cooling process.

Most of our plants recycle a substantial amount of the water used in the manufacturing process, which is re-used as “quench water” in the cooling process.

Contamination— As we handle chemicals that could cause water or soil contamination, we may be subject to remediation obligations under national laws.

6 unchanged sentences

RCRA and state hazardous waste regulations impose detailed operating, inspection, training and response standards and requirements for permitting, closure, remediation, financial responsibility, record keeping and reporting.

Our sites have areas currently and formerly used as landfills that are subject to regulation under RCRA, and certain of our facilities have been investigated and remediated under RCRA.

These laws and regulations may

Orion Engineered Carbons S.A

also expose us to liability for acts that were in compliance with applicable laws at the time we performed those acts.

Our sites have areas currently and formerly used as landfills that are subject to

regulation under RCRA, and certain of our facilities have been investigated and remediated under RCRA.

These laws and regulations may also expose us to liability for acts that were in compliance with applicable laws at the time we performed those acts.

We could incur significant costs in connection with investigation and remediation activities or claims asserted at current or former facilities or third-party sites.

Non-hazardous and Hazardous Waste— In some jurisdictions in which we operate, we are subject to provisions regarding waste management and the handling and storage of hazardous substances.

We generate both hazardous and non-hazardous wastes at our facilities that we manage in accordance with applicable regulations.

We generate both hazardous and non-hazardous wastes at our facilities that we manage in accordance with applicable laws and regulations.

Waste streams generated at our facilities include but are not limited to office trash, carbon black, solvents, refractory materials, catalyst materials, and non-saleable sulfuric acid.

Certain facilities have on-site landfills permitted for the disposal of non-hazardous solid waste, but we are not currently using these landfills to dispose of waste.

Any waste that is not recycled or reused is managed off site in compliance with local regulations.

Any waste that is not recycled or reused is managed off site in compliance with local laws and regulations.

Chemical Regulations— Some jurisdictions we operate in have established regimes to regulate or control chemical products to ensure the safe manufacture, use and disposal of chemicals.

In the European Union, the Regulation on Registration, Evaluation, Authorization of Chemicals (“REACH”) requires chemical manufacturers and importers in the European Union to register all chemicals manufactured in, or imported into the European Union in quantities of more than one metric ton annually.

In the EU, the Regulation on Registration, Evaluation, Authorization of Chemicals (“REACH”) requires chemical manufacturers and importers in the European Union to register all chemicals manufactured in or imported into the EU in quantities of more than one metric ton annually.

Registration has to be made with the European Chemicals Agency (“ECHA”), and the use of certain “highly hazardous chemicals” must be authorized by ECHA.

9 unchanged sentences

The ICBA seeks to address common environmental, health and safety issues, undertakes research on health implications of carbon black, and serves as the leading advocate for the industry in the regulatory and public-interest arenas.

The ICBA funds research on international environmental, health, product safety and workplace safety matters.

The ICBA funds research on international environmental, health, product safety and workplace safety matters concerning carbon black.

We are also a member of the European consortium for carbon black (“CB4REACH Consortium”) which has pre-registered and registered carbon black with ECHA as required by the REACH Regulation.

2 unchanged sentences

and Imerys Graphite & Carbon.

In addition, we are a member of the European Chemical Industry Council (“CEFIC”), a European trade association for the EU chemical industry.

CEFIC offers services and expertise to its members on regulatory, scientific, and technical matters.

It engages, advocates, and represents the industry to create the right support and policy frameworks in the EU and beyond.

CEFIC flags new EU legislative initiatives and provides information to its members to timely prepare and mitigate impact on their business and operations.

Health and Safety— The health and safety of our employees and customers is one of our highest priorities.

1 unchanged sentence

New employees and contractors working and visitors on site are given environmental, health and safety (“EHS”) training, and we keep track of EHS concerns and issues from our employees.

Employees are required to report incidents including “near misses” into the electronic EHS management system.

Employees are required to report incidents including “near misses” into our electronic EHS management system.

Our sites are required to implement and report EHS leading and lagging indicators for EHS performance.

7 unchanged sentences

Based on IARC’s classification some regulatory jurisdictions now classify carbon black as a possible carcinogen.

The Permanent Senate Commission for the Investigation of Health Hazards of Chemical Compounds in the Work Area (the “MAK Commission”) of the German Research Foundation ( Deutsche Forschungsgemeinschaft ), which uses a different rating system, classifies carbon black as a suspect carcinogen (Category 3).

carbon black as a suspect carcinogen (Category 3).

Any risk reclassification of our raw materials, intermediates or finished product could result in increased operating costs or affect product lines or sales.

The Community Rolling Action Plan (“CoRAP”) indicates substances for evaluation by the member states of the European Union.

The Community Rolling Action Plan (“CoRAP”) indicates substances for evaluation by the member states of the EU.

The evaluation aims to clarify the initial concern that manufacturing and/or use of shortlisted substances could pose a risk to human health or the environment.

With ECHA's update of the CoRAP list in March 2016, carbon black was included in CoRAP for substance evaluation in 2018, though such evaluation has been postponed several times.

With ECHA’s most recent update from December 2022, the carbon black substance evaluation is proposed to be further delayed to 2025.

With ECHA’s most recent December 2023 update, the carbon black substance evaluation is proposed to be further delayed to 2026.

The substance evaluation for carbon black was proposed by France.

The initial reasons of concern raised by the French Agency for Food, Environmental and Occupational Health & Safety (“ANSES”) relate to carbon black being an alleged carcinogenic substance and a suspected reproduction toxicant.

Orion is working as a member of the

Orion Engineered Carbons S.A

cb4REACH Consortium and ICBA to address the reasons for nomination.

Orion is working as a member of the CB4REACH Consortium and ICBA to address the reasons for nomination.

The conclusion of the evaluation may have significant business impact should ANSES conclude that carbon black poses a risk to human health.

10 unchanged sentences

Further Regulatory Matters

We are subject to further governmental regulation from state, national, European Union and other international regulatory authorities concerning, among other things:

product safety, export and import control regulations and other customs regulations, data protection and our competitive and marketplace conduct.

We are subject to further governmental regulation from state, national, EU and other international regulatory authorities concerning, among other things:

product safety, export and import control regulations and other customs regulations, data protection, supply chain compliance as well as our competitive and marketplace conduct.

We believe that we are in compliance in all material respects with these regulations.

1 unchanged sentence

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 1. Business