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Item 1A. Risk Factors

2024-02-15 compared with 2023-02-24 · 106 added, 153 removed, 336 unchanged (44% of the section changed)

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Negative or uncertain worldwide economic conditions may result in business volatility and may adversely impact our business, financial condition, results of operations and cash flows.

Our operations and performance are materially affected by worldwide economic conditions.

Our operations and performance are materially connected to worldwide economic conditions.

Because carbon black is used in a diverse group of end products, demand for carbon black has historically been related to real gross domestic product (“GDP”) and general global economic conditions.

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The nature of our business and our large fixed asset base make it difficult to rapidly adjust our fixed costs downward when demand for our products declines, which could materially affect our profitability.

A global or regional economic downturn has in the past, and may in the future, reduce demand for our products, which would decrease our revenue and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In periods with significant market turmoil and tightened credit availability, we could experience difficulties in collecting accounts receivable, pricing pressure and reduced global or local business activity.

Global and regional economic downturns have in the past, and may in the future, reduce demand for our products, which have decreased and would decrease our revenue, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In periods with significant market turmoil and tightened credit availability, we could experience difficulties in accounts receivable collections, pricing pressure and reduced global or local business activity.

Our customers may terminate or attempt to amend their agreements for the purchase of our products due to decline in their demand and production, bankruptcy, lack of liquidity, lack of funding, operational failures, force majeure, hardship or other reasons.

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Our business is subject to operational risks, which could adversely affect our business, financial condition, results of operations and cash flows.

Our operations are subject to hazards inherent in chemicals manufacturing and the related use, storage, transportation and disposal of feedstocks, products and wastes, including, but not limited to, fires and explosions, accidents, accidental oil or products releases, severe weather and natural disasters (including hurricanes, tornadoes, ice storms, droughts, floods and earthquakes, some of which are significantly increasing in likelihood because of climate change), pandemics or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.

Such events could disrupt our supply of raw materials or otherwise affect sales, production, transportation and delivery of our products or affect demand for our products.

weather and natural disasters (including hurricanes, tornadoes, ice storms, droughts, floods and earthquakes, some of which are significantly increasing in likelihood because of climate change), pandemics (e.g.

COVID-19) or epidemics, mechanical failures, unscheduled downtime at our production facilities or at facilities that supply raw materials to us, transportation interruptions, disruption to harbor-, road-, pipeline- or storage tank-access, pipeline, tank and silos leaks and ruptures, quality problems, technical difficulties, energy grid shutdowns, discharges or releases of toxic or hazardous substances or gases, other environmental risks, sabotage, acts of terrorism or other acts of violence as well as potential boycotts, strikes, sanctions or blockades.

Such events have in the past disrupted, and could in the future disrupt, our supply of raw materials or otherwise affect sales, production, transportation and delivery of our products or affect demand for our products.

We could incur significant expenditures in connection with such operational risks.

These may be caused both by external and internal factors noted above as well as war, strikes, official orders, technical interruptions, material defects, accidents

Orion Engineered Carbons S.A

These may be caused both by external and internal factors noted above as well as war, military operations, strikes, official orders, technical interruptions, material defects, accidents or mistakes.

In all of these cases, our property, third-party property or the environment may sustain damage, or there may be human exposure to hazardous substances, personal injuries or fatalities.

Such events could result in material financial liabilities, civil or criminal law consequences, the temporary or permanent closure of the relevant production or administrative sites or power plants and a negative impact on our financial condition, results of operations and cash flows.

We are dependent on major customers for a significant portion of our sales, and a significant adverse change in a customer relationship could adversely affect our business, financial condition, results of operations and cash flows.

Such events could result in material financial liabilities, civil or criminal law consequences, the temporary or permanent closure or loss of control over the relevant production or administrative sites or power plants and a negative impact on our financial condition, results of operations and cash flows.

We are dependent on major customers for a significant portion of our sales, and a significant adverse change in a customer relationship could negatively affect our business, financial condition, results of operations and cash flows.

Customer concentration is driven by the consolidated nature of the industries we serve.

In 2023, our top ten customers accounted for approximately 48% of our volume measured in thousand metric tons (“kmt”).

Our success in continuing to strengthen relationships and grow our business with our largest customers and retaining their business over extended time periods could affect our future results.

The loss of any of our major customers (including due to industry consolidation) or a reduction in volumes sold to them, could adversely affect our results of operations.

Our success in continuing to strengthen relationships and grow our business with our largest customers and in retaining their business over extended time periods could affect our future results.

The loss of any of our major customers (including due to industry consolidation) or a reduction in volume sold to them, could adversely affect our results of operations.

Any deterioration in the financial condition of any of our customers or the industries they operate in or serve that impairs our customers’ ability to place orders or make payments to us could decrease our sales or increase our uncollectible receivables and could adversely affect our business, financial condition, results of operations and cash flows.

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We face competition from global and regional suppliers, both in developed and in emerging regions.

While we aim to operate at low cost and are focused on reducing our fixed and variable cost base across our production chain, there may be improvements in the cost competitiveness of other manufacturers relative to us or in the performance properties of substitutable products and raw materials, which could result in advantages for our competitors and adversely affect our business.

Furthermore, some of our competitors may have greater financial and other resources, enhanced access to governmental funding and a larger capitalization than we have.

While we aim to operate at low cost and are focused on reducing our fixed and variable cost bases across our production chain, there may be improvements in the cost competitiveness of other manufacturers relative to us or in the performance properties of substitutable products and raw materials, which could result in advantages for our competitors that adversely affect our business.

Furthermore, some of our competitors may have greater financial and other resources, enhanced access to governmental funding or a larger capitalization than we have.

If we are unable to respond successfully to changing competitive conditions, the demand for our products could be adversely affected which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Although carbon black continues to offer opportunities for product and process innovation, we cannot be certain that the investments we make in our innovations will result in proportional increases in revenue or profits.

In addition, the timely commercialization of products that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, industry acceptance or insufficient industry size to support a new product, competitors’ new products, and difficulties in moving from the experimental stage to the production stage.

In addition, the timely commercialization of products that we are developing may be disrupted or delayed by manufacturing or other technical difficulties, industry acceptance or insufficient industry size to support a new product, competitors’ new products, or difficulties in moving from the experimental stage to the production stage.

These disruptions or delays could adversely affect our business, financial condition, results of operations and cash flows.

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Alternative materials, procedures or technologies may be developed, or existing ones may be improved, and may replace those currently offered in the carbon black industry.

If such newly developed or improved products are being offered at lower prices, have preferable features or other advantages, in particular from a regulatory perspective, and we are not able to offer similar new or improved products, we may lose substantial sales volumes or customers, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

If such newly developed or improved products are being offered at lower prices, have preferable features or other advantages, in particular from a regulatory perspective, and we are not able to offer similar new or improved products, we may lose substantial sales volume or customers, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to implement our business strategies in an effective manner.

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We cannot guarantee that we will successfully implement our business strategies or that implementing these strategies will sustain or improve and not harm our results of operations.

We may not be able to increase or sustain our manufacturing efficiency or asset utilization, enhance our current portfolio of products or achieve other fixed or variable cost

Orion Engineered Carbons S.A

We may not be able to increase or sustain our manufacturing efficiency or asset utilization, enhance our current portfolio of products or achieve other fixed or variable cost savings.

In addition, the costs involved in implementing our strategies may be significantly higher than we currently anticipate.

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Further, labor or governmental restrictions could impede or delay our ability to reduce headcount in the event headcount reduction is deemed to be sensible in our opinion.

Our business strategies are based on our assumptions about future demand for our existing products and the new products and applications we are developing, and on our continuing ability to produce our products profitably.

Our business strategies are based on our assumptions about future demand for our existing products, the new products and applications we are developing, and on our continuing ability to produce our products profitably.

Each of these factors depends on, among other things, our ability to realign our product portfolio, divest businesses on favorable terms and with minimal disruptions, discontinue product lines with minimal disruption, finance our operations and product development activities, negotiate favorable terms, maintain high-quality and efficient manufacturing operations, relocate and close certain manufacturing facilities with minimal disruption to our operations, respond to competitive and regulatory changes, access quality raw materials in a cost-effective and timely manner, and retain and attract highly skilled technical, managerial, marketing and finance personnel.

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We are subject to volatility in the costs, quality and availability of raw materials and energy, which could decrease our production volumes and margins and adversely affect our business, financial condition, results of operations and cash flows.

Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which are subject to fluctuations in worldwide supply and demand as well as other factors beyond our control.

The preponderance of the cost of raw material used in the production of carbon black is related to petroleum-based or coal-based feedstock known as carbon black oil, with some additional use of other raw materials, such as acetylene, hydrogen and natural gas.

Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which are subject to fluctuations in local and worldwide supply and demand as well as other factors beyond our control.

The preponderance of raw material cost used in the production of carbon black is related to petroleum-based or coal-based feedstock known as carbon black oil, with some additional use of other raw materials, such as acetylene, hydrogen and natural gas.

We obtain a considerable portion of our raw materials and energy from selected key suppliers.

Although we maintain certain raw material reserves, if any of these suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at all, or if we cannot source sufficient supply, we may be forced to incur higher costs to obtain the necessary raw materials and energy elsewhere, or we may not be able to obtain carbon black oil or raw materials, such as natural gas, at all.

Additionally, raw material sourcing and related infrastructure (e.g., harbor access, cargo or ship availability, pipeline-, tank- or road-access), may be subject to local developments or regulations in certain jurisdictions where we operate that may reduce, delay or halt the physical supply of raw materials.

Our inability to source quality raw materials or energy in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows.

Additionally, raw material sourcing and related infrastructure (e.g., harbor access, cargo or ship availability, pipeline, tank, rail, waterway or road-access), may be subject to local developments or regulations in certain jurisdictions where we operate that may reduce, delay or halt the physical supply of raw materials.

Our inability to source energy or quality raw materials like carbon black oil, including due to the Russia-Ukraine war, Hamas-Israel conflict and China’s relations with the U.S.

and with the EU, or otherwise, in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows.

Most of our Rubber Carbon Black supply contracts contain provisions that adjust prices to account for changes in a relevant feedstock price index.

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Increases in the cost of raw materials lead to an increase in our Net Working Capital.

Due to the quantity of carbon black oil and finished goods that we typically keep in stock together with the levels of receivables and payables maintained, increases occur gradually over a two to three-month period but can vary depending on inventory levels and working capital levels generally.

Due to the quantity of carbon black oil and finished goods that we typically keep in stock together with the levels of receivables

and payables maintained, increases occur gradually over a two to three-month period but can vary depending on inventory levels and working capital levels, generally.

Net Working Capital swings are particularly significant in an environment of high price volatility.

We may also be subject to volatility in the cost, quality and availability of raw materials and energy due to factors beyond our control, such as geopolitical conflict.

See “Our business, financial condition and results of operations could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing war between Russia in Ukraine, the Hamas-Israel conflict and the growing geopolitical tensions between China and Taiwan.

This could have an adverse impact on our business, financial condition, results of operations and cash flows.

Any failure to realize benefits from investments, joint ventures, acquisitions or alliances could adversely affect our business, financial condition, results of operations and cash flows.

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The success of acquisitions of existing facilities, new technologies, companies and products, or arrangements with third parties is not always predictable, and we may not achieve our anticipated objectives.

Orion Engineered Carbons S.A

Failure to achieve our respective goals could have an adverse impact on our business, financial condition, results of operations and cash flows.

Plant capacity expansions and site development projects may be delayed, cost more than anticipated and/or may not achieve the expected benefits.

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In addition, our ability to expand capacity depends in part on economic and political conditions in the regions we focus on and, in some cases, on our ability to establish operations, construct additional manufacturing capacity or form strategic business alliances.

The capital expenditures we might need to make under the EPA consent decree may increase;

timing, target levels and other factors could also affect our ability to meet target emission levels and target dates under the EPA consent decree.

On June 7, 2018, a consent decree (the “EPA CD”) between Orion Engineered Carbons LLC and the United States on behalf of the EPA, as well as the Louisiana Department of Environmental Quality, became effective.

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.

We have four plant sites that fall under the EPA CD, of which the construction projects at our Ivanhoe (Louisiana) and Orange (Texas) facilities have been completed.

In the fourth quarter of 2022, mechanical installation of emissions control technology at Borger (Texas) was complete.

We estimate the installations of monitoring and pollution control equipment at the remaining plant at Belpre (Ohio), will require capital expenditure totaling approximately $25 million.

This estimate could be further revised subject to scope design and estimation efforts presently underway.

The actual total capital expenditures we might need to incur in order to fulfill the requirements of the EPA CD therefore remain uncertain.

The solutions Orion ultimately chooses to implement at its remaining facility may differ in scope and operation from those it currently anticipates for such facility, and factors such as timing, target levels, contractor workforce availability, changing cost estimates and local regulations, could cause actual capital expenditures and their timing to significantly exceed current expectations or affect Orion’s ability to meet the agreed target emission levels or target dates for installing required equipment as anticipated or at all.

Noncompliance with applicable emissions limits could lead to payments to the EPA or other penalties.

We may be subject to information technology systems failures, network disruptions, cybersecurity attacks and breaches of data security.

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Any material disruption in our information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on our business, financial condition or results of operations.

We have experience non-material cybersecurity attacks in the past and may experience additional cybersecurity attacks in the future, potentially with more frequency or sophistication.

We have experienced non-material cybersecurity attacks in the past and may experience additional cybersecurity attacks in the future, potentially with more frequency or sophistication.

While we continually work to safeguard our systems, train our employees and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cybersecurity attacks or security breaches that manipulate or improperly use our systems or networks, compromise or lose confidential or otherwise protected information, destroy or corrupt data, or otherwise disrupt our operations and safety tools.

The occurrence of such events could negatively impact our reputation and our competitive position and could result in litigation with third parties, regulatory action, loss of business, potential liability and increased remediation costs, any of which could have a material adverse effect on our financial condition and results of operations.

In addition, such attacks or breaches could require significant management attention and resources, and result in the diminution of the value of the Company’s investment in research and development and other assets.

In addition, such attacks or breaches could require significant management attention and resources, and result in the diminution of the value of the Company’s intellectual property and other assets.

A breakdown in existing controls and procedures around the Company’s cybersecurity and security prevention environment may prevent us from detecting, reporting or responding to cybersecurity incidents in a timely manner and could have a material adverse effect on our financial condition or the market price of our securities.

Orion Engineered Carbons S.A

In addition to supporting our operations, we use our systems to collect and store confidential and sensitive data, including information about our know-how, technology and business, as well as about our customers and our employees.

As our technology continues to evolve, we anticipate that we will collect and store even more data in the future, and that our systems will increasingly use remote cloud based solutions and communication features that are sensitive to both willful and unintentional security breaches.

As our technology continues to evolve, we anticipate that we will collect and store even more data in the future, and that our systems will increasingly use remote cloud-based

solutions and communication features that are sensitive to both willful and unintentional security breaches.

Much of our value is derived from our confidential business information, including customer data, proprietary technology and trade secrets.

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We also collect, retain and use personal information, including data we gather from customers for product development and marketing purposes, and data we obtain from employees.

In the event of a breach in security that allows third parties access to this personal information, we are subject to a variety of laws on a global basis that require us to provide notification to the data owners, and that subject us to lawsuits, fines and other means of regulatory enforcement.

In the event of a breach in security that allows third parties access to this information, we are subject to a variety of laws on a global basis that require us to provide notification to the data owner, and that may expose us to lawsuits, fines and other means of regulatory enforcement.

Our reputation could suffer in the event of such a data breach, which could cause customers to purchase from our competitors.

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We also are required to consult with our employee representatives, such as works councils, on certain matters such as restructuring, acquisitions and divestitures.

Although we believe that our relations with our employees are good, there can be no assurance that current agreements may not be terminated, new agreements will be reached or consultations will be completed without union or works council actions or on terms satisfactory to us.

Although we believe that our relations with our employees are good, there can be no assurance that current agreements will not be terminated, new agreements will be reached or consultations completed without union or works council actions or on terms satisfactory to us.

Current and future negotiations and consultations with employee representatives could have a material adverse effect on our business.

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Risks inherent in international operations include the following:

changes in the rate of economic growth;

disruption of supply chains and shipping routes, changes in the rate of economic growth;

unsettled political or economic conditions;

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nationalization of private enterprises by foreign governments;

and changes in financial policy and availability of credit or financing sources.

and changes in financial policy, free funds flow and availability of credit or financing sources.

These factors could adversely affect our business, financial condition, results of operations and cash flows.

Our business, financial condition and results of operations have been and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies caused by the ongoing conflict between Russia and Ukraine.

War and other geopolitical events, including but not limited to Russia and Ukraine, may cause volatility in crude oil and natural gas prices, due to the region’s importance to these markets, the potential impacts to global transportation and shipping, and other supply chain disruptions.

These events are unpredictable and may lead to extended periods of price volatility.

In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West.

The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military defense and the potential for wider conflict may increase energy market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in energy and other product prices.

Global prices of crude oil and natural gas are primarily a function of global production and demand.

Long term impacts from sanctions, shipping disruptions, collateral war damage, and a potential continuation or expansion of the conflict between Russia and Ukraine could further disrupt the availability of crude oil and natural gas supplies.

Russia is one of the largest crude oil and natural gas exporters.

Currently, the conflict has impacted exports of Russian crude oil and natural gas.

As such, volatility, trading volumes, and prices in global crude oil and natural gas have risen dramatically and are expected to continue indefinitely at extreme elevated levels.

Furthermore, global supply chains, which have already been disrupted by the far-reaching effects of the COVID-19 pandemic, have suffered and in the future may suffer further damage if the Ukrainian war continues or escalates further.

The extent or length of any adverse effects of the war in Ukraine on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify, however, current events as recent as July 2022 further

Orion Engineered Carbons S.A

increase concerns about the stability of the natural gas supply in Europe.

Furthermore, the European Union (“EU”) has proposed a voluntary gas demand reduction target of 15% to be achieved between August 1, 2022 and March 31, 2023.

To reach that target, the plan outlines various measures whereby EU member states can encourage the decrease of gas demand and consumption by the public sector and businesses, as well as households.

The continuation or escalation of events like the Ukrainian war could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations.

It has also caused, and may continue to cause, disruptions in supply chains and curtailed or delayed spending by our customers’ customers, in particular in the automotive industry, and increases in the risk of customer defaults or delays in payments.

In addition, as a result of the conflict, governmental and non-governmental entities have issued alerts noting the potential for increased cyber-attacks.

The COVID-19 pandemic has had and could continue to have an adverse effect on our business and results of operations.

Our global operations expose us to risks associated with public health crises and outbreaks of epidemic, pandemic, or contagious diseases, such as the outbreak of a novel strain of coronavirus and its mutations (“COVID-19”).

The COVID-19 pandemic has negatively impacted the global economy in 2020-2022 and created significant volatility and disruption to supply-chains and financial markets.

The COVID-19 pandemic infection rate remains high in certain parts of the world.

The pandemic could adversely impact our operations in a number of ways, including the temporary suspension of production at our customers’ and our own manufacturing facilities particularly in China, disruptions to our supply chain and to our capital projects, restrictions on the ability of many of our employees to work at optimal efficiency due to governmental mandated lock-down obligations and other restrictions.

More recently, the elimination of the “Zero-COVID” policy in China has led to a dramatic increase of COVID-19 infections in China and has impacted the Chinese economy.

If we experience operational or supply chain disruptions, or such disruptions are exacerbated or prolonged in the future, our business, results of operations and liquidity may be adversely impacted.

In particular, the inability of our suppliers to meet our supply needs in a timely manner or our quality standards could cause delays in delivery to our customers, which could result in the cancellation of orders, customers’ refusal to accept deliveries, a reduction in purchase prices, and termination of customer relationships, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Even if we are able to find alternate sources for our supply needs, they may cost more, which could adversely impact our profitability and financial condition.

The foregoing and other continued disruptions to our business as a result of COVID-19 had, and may continue to have, an adverse effect on our business, financial condition and results of operations.

The extent of continued impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 outbreak, which is highly uncertain and cannot be predicted at this time.

The COVID-19 pandemic may also exacerbate other risks described in this Item 1A.

Risk Factors section.

Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Russia-Ukraine war, Hamas-Israel conflict and the growing geopolitical tension between China and Taiwan.

The impacts of war and other geopolitical events, including but not limited to the war in Ukraine and the Hamas-Israel conflict, the growing geopolitical tensions between China and Taiwan, are difficult to predict.

For example, the conflict in Ukraine has previously caused, and may continue to cause, volatility in crude oil and natural gas prices.

The responses of countries and political bodies to Russia’s actions in Ukraine, the larger overarching tensions, and Ukraine’s military defenses and the potential for wider conflict may generally increase energy market volatility, have severe adverse effects on regional and global economic markets and cause volatility in energy and other product prices.

The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the conflict between Russia and Ukraine, or the conflict between Hamas and Israel, could further disrupt the availability of crude oil and natural gas supplies.

The extent or length of any adverse effects of the war in Ukraine or the Hamas-Israel conflict on the supply of oil and natural gas and the quality and availability of carbon black oil is difficult to quantify.

The continuation or escalation of events like the war in Russia-Ukraine war or the Hamas-Israel conflict could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations and are difficult to predict.

The war in Ukraine has caused and may continue to cause curtailed or delayed spending by our customers’ customers, particularly in the automotive industry, and increases the risk of customer defaults or delays in payments.

The Hamas-Israel conflict or any escalation thereof could adversely impact our margins.

These and other conflicts may also lead to increased physical terrorist or cyberattacks, damage to global supply chains, and have other consequences that impact our business, financial condition and results of operations.

Legal and Regulatory Risks

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The raw material procurement, as well as the production and processing of carbon black and its byproducts involve the handling, transportation, manufacture, use and disposal of substances or components that may pose environmental risks or be considered toxic, hazardous or carcinogenic under applicable laws.

We are also required to obtain permits or other approvals from various regulatory authorities for our operations, which may be required for matters including air emissions as well as wastewater and storm water discharge, storage, handling and disposal of hazardous substances, remediation of soil or buildings and the operation, maintenance and closure of landfills.

We are also required to obtain permits or other approvals from various regulatory authorities for our operations, which may be required for matters including air emissions as well as wastewater and storm water discharge, storage, handling and disposal of hazardous substances, remediation of soil, tanks, pipelines or buildings and the operation, maintenance and closure of landfills.

If we contaminate the environment, violate or are found to have violated or otherwise fail to comply with laws, regulations or permits or other approvals, or fail to receive the timely renewal of and due application for required permits, we may have to limit production, incur fines and civil or criminal sanctions, be required to undertake significant capital expenditures to achieve compliance, or be subject to other obligations by one or more regulatory authorities.

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Liability under such laws and regulations may be without regard to fault or to the legality of the activities giving rise to the contamination.

As a result, we may incur liabilities for contamination or wastes, including hazardous wastes, generated by our

Orion Engineered Carbons S.A

operations and disposed of onsite or at offsite locations, even if we were not responsible at the time the waste was disposed or the contamination occurred.

Further, we may also incur additional closure and cleanup costs in connection with the closure of plants or separate feedstock storage sites, including costs relating to decommissioning of equipment, decontamination and clean-up, asbestos removal and relocation or closure of operating equipment such as storage tanks, wastewater treatment systems, ponds and landfills.

As a result, we may incur liabilities for contamination or wastes, including hazardous wastes, generated by our operations and disposed of onsite or at offsite locations, even if we were not responsible at the time the waste was disposed or the contamination occurred.

Our operations inherently create significant hazards when storing carbon black oil, converting carbon black oil to carbon black and packaging and storing of carbon black and shipping the products to our customers.

These hazards and risks include fires, explosions, spills, discharges and other releases, any of which could impact the environment, neighboring community and our employees, which could result in, environmental pollution, personal injury or wrongful death claims, damage to our & neighboring properties and reputational harm.

These hazards and risks include fires, explosions, spills, discharges and other releases or exposures, any of which could impact the environment, neighboring community and our employees, which could result in, environmental pollution, personal injury or wrongful death claims, damage to our and neighboring properties and reputational harm.

In these cases, authorities could impose fines, and the Company could be required to rectify any damage which occurs in or outside of our fence lines.

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The trend in environmental regulation is to impose increasingly stringent restrictions on activities that may affect the environment.

Such future regulations may include legislation designed to reduce emissions of GHG, SO 2 , NOx, particulate matter and other air pollutants.

For instance, the European Union has enacted GHG legislation and continues to expand the scope of such legislation.

Such regulations have in the past included, and may in the future include, laws and rules designed to reduce emissions of GHG, SO 2 , NOx, particulate matter and other air pollutants.

For instance, the EU has enacted GHG legislation and continues to expand the scope of such legislation.

The EPA has promulgated regulations applicable to operations involving GHG above certain thresholds, and the United States and certain states within the United States have enacted, or are considering, limitations on GHG emissions.

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any impact our operations could have on the environment or surrounding community;

which, in each case, could have a material adverse effect on our operations and financial condition.

which, in each case, could have a material adverse effect on our operations and financial condition and cash flows.

We may be unable to offset these impacts or costs with price increases, productivity improvements, or cost-reduction efforts.

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Certain national and international health organizations have classified carbon black as a possible or suspect human carcinogen.

To the extent that, in the future, (i) these organizations re-classify carbon black as a known or confirmed carcinogen, (ii) other organizations or government authorities in other jurisdictions classify carbon black or any of our other finished products, raw materials or intermediates as suspected or known carcinogens or (iii) there is discovery of adverse health effects attributable to the production or use of carbon black or any of our other finished products, raw materials or intermediates, we could be required to incur significantly higher costs to comply with environmental, health and safety laws, or to comply with restrictions on sales of our products, our reputation and business could be adversely affected, and we could become the subject of litigation or enforcement actions.

In addition, chemicals that are currently classified as harmless may be classified as dangerous in the future, and our products may have characteristics that are not recognized today but may be found in the future to be carcinogenic or otherwise impair human health.

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Regulations requiring a reduction of or that impose additional taxes or fees on greenhouse gas emissions could adversely affect our business, financial condition, results of operations and cash flows, and an increased awareness as well as adverse publicity about potential impacts on climate change by us or other companies in our industry could harm our reputation.

Significant volumes of CO 2 , a GHG, are emitted in carbon black manufacturing processes.

Over the past few decades, the relationship between GHGs and global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.

Despite our efforts to control, significant volumes of CO 2 , a GHG, are emitted in our carbon black manufacturing processes.

Over the past few decades, the relationship between GHGs and global climate change have resulted in increased levels of scrutiny from regulators, investors and the public alike, and have led to proposed and enacted laws and regulations on both national and supranational levels, to monitor, regulate, control and tax emissions of CO 2 and other GHGs.

These could adversely affect our business, financial condition, results of operations and cash flows.

Investors and other financial institutions are also focused on sustainability and climate change as it relates to their investment and financing decisions.

Increased awareness in the investment community and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation.

The international community continues to negotiate a binding treaty that would require reductions in GHG emissions by developed countries.

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South Africa, where we have an operating plant, has adopted a CO 2 tax regime.

There are also

Orion Engineered Carbons S.A

ongoing discussions and regulatory initiatives in other countries, including in Brazil where we have production facilities, regarding GHG emission reduction programs, but those programs have not yet been defined.

There are also ongoing discussions and regulatory initiatives in other countries, including in Brazil where we have production facilities, regarding GHG emission reduction programs, but those programs have not yet been defined.

There is no assurance that, in the future, the current level of regulation will continue in the jurisdictions where we operate.

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While their potential effect on our manufacturing operations or financial results cannot be estimated, they could be substantial.

There is no way to predict the form that future regulations may take or to estimate any costs that we may be required to incur with respect to these or any other future requirements.

We cannot reliably predict the form that future regulations may take or to estimate any costs that we may be required to incur with respect to these or any other future requirements.

In addition to the increased expenditures outlined above, such requirements could also adversely affect our energy supply, or the costs (and types) of raw materials we use, and ultimately may directly or indirectly restrict our operations or reduce demand for our products.

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Carbon black consists of aggregates of primary nano-scale particles.

The EPA and other governmental agencies are currently developing a regulatory approach under which they will collect further data on nano-scale materials, including carbon black, under the Toxic Substances Control Act (“TSCA”).

The EPA and other governmental agencies are currently developing a regulatory approach under which they will collect further data on nano-scale materials, including carbon black, under the U.S.

Substances Control Act (“TSCA”).

In addition, the EPA and other nations’ environmental regulatory authorities, including the European Commission, are also conducting extensive environmental health and safety testing of nano-scale materials.

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Business, Environmental, Health and Safety Matters .”

In the European Union, in 2022 the European Commission finalized the process on the revision of the nanomaterial definition.

In the EU, in 2022 the European Commission finalized the process on the revision of the nanomaterial definition.

With its updated recommendation on June 10, 2022 of the definition of nanomaterial (2022/C 220/01), the status for carbon black remains unchanged in comparison to the previous version (2011/696/EU).

The majority of carbon black grades are defined as a nanomaterial.

The majority of carbon black grades are defined as nanomaterials.

Furthermore, the International Organization for Standardization (“ISO”) developed the ISO TC 229 “Nanotechnologies,” which considers carbon black a “nano-structured material.” The industry is not yet generally affected by these definitions.

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This development may significantly affect our business in a manner we cannot predict, including by increasing the costs of doing business or decreasing the marketability of our products.

This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations have the potential to cause environmental and other damage as well as personal injury.

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Accordingly, these hazards and their consequences could have a material adverse effect on our business, financial condition, results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.

Environmental, social and governance matters and any related reporting obligations may impact our businesses.

U.S., EU and international regulators, investors and other stakeholders are increasingly focused on environmental, social and governance (ESG) matters.

For example, new U.S., EU and international laws and regulations relating to ESG matters, including environmental sustainability and climate change, human capital management and cybersecurity, are under consideration or being adopted, which may include specific, target-driven disclosure requirements or obligations.

Our response will require increased costs to comply, including the implementation of new reporting processes, entailing additional compliance risk, enhanced workforce skills, and other incremental investments.

If our ESG practices fail to meet these regulatory requirements, obligations or investor, customer, consumer, employee or other stakeholders' evolving expectations and standards in areas including environmental stewardship, support for local communities, diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted.

Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

If we do not adapt to, or comply with new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, which could have a material adverse effect on our reputation, business or financial condition.

The European Union REACH legislation or similar legislation in other countries may affect our ability to manufacture and sell certain products.

In December 2006, the EU signed the REACH (Registration, Evaluation, Authorization and Restriction of Chemicals) legislation.

This legislation requires chemical manufacturers and importers in the EU to demonstrate the safety of the chemical substances contained in their products through a substance registration process.

We have registered under REACH, which is a functional prerequisite to the continued sale of our products in the EU markets.

REACH presents a risk to the continued sale of our products in the EU should our existing classification registration no longer apply as a result of changes in the interpretation of REACH by the authorities, changes in our product

Orion Engineered Carbons S.A

mix or purity, or if the EU seeks to ban or materially restrict the production or importation of the chemical substances used in our products.

In March 2016, the European Chemical Agency (ECHA) announced a carbon black substance evaluation, and carbon black was included in the Community Rolling Action Plan (CoRAP).

CoRAP listed substances have been prioritized for substance evaluation.

The reasons for including carbon black in CoRAP are carbon black being suspected of posing a risk to human health (carcinogenic, suspected reproduction toxicant), exposure of workers, exposure of sensitive populations and a high (aggregated) tonnage and use potential.

The evaluation, which will be conducted by ANSES (the French Agency for Food, Environmental and Occupational Health & Safety), has been postponed several times and is now scheduled to start in 2025 under the draft CoRAP, which is likely to be adopted in 2023 March.

The outcome of the evaluation will be of significant importance for the carbon black industry.

The REACH legislation as described under “Chemical Regulation” above or similar legislation in other countries or jurisdictions may limit the ability to market or sell our products, in particular if the relevant authorities may change or amend the registration prerequisites for our products or may narrow their interpretation of such legislation in relation to our products.

Additionally, other organizations and countries, including South Korea and China, have adopted or may in the future adopt comparable or even more restrictive regulations than REACH, which could affect our ability to manufacture and sell certain products in the future.

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Market and regulatory changes may affect our ability to sell or otherwise benefit from co-generated energy, which may adversely affect our business, results of operations and cash flows.

Currently, eight of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water.

Currently, approximately half of our manufacturing sites, including one jointly owned production facility, have some form of co-generation transforming waste heat from combusting exhaust gas, the main by-product of the carbon black production process, into electricity, steam or hot water.

Some of this co-generated energy is self-consumed, and the excess may be sold to third parties.

Our ability to benefit from co-generation, and in particular our ability to sell it to third parties, may be limited due to general market conditions or regulatory changes, which may adversely affect our business, results of operations and cash flows.

In December 2013, the European Commission opened an in-depth investigation into certain exemptions from an energy surcharge granted under the German Renewable Energies Act (Erneuerbare-Energien-Gesetz or “EEG”).

Under the EEG, energy intensive industries are exempted to a large extent from the energy surcharge that aims to balance above-market payments for green energy.

Another exemption exists for the consumption of self-generated electricity.

The German legislature amended the national regulations of the EEG in August 2014.

Under these regulations, the exemption regarding self-consumption ( Eigenverbrauch ) of self-produced electricity is grandfathered for power plants that were installed before August 1, 2014.

Our German production facilities are exempted from the energy surcharge under the current law to the extent that we consume our self-produced energy.

However, a potential loss of this benefit due to a future change in legislation or a change in the material setup of any of our plants may adversely affect our business, results of operations and cash flows.

Litigation or legal proceedings could expose us to significant liabilities and thus adversely affect our business, financial condition, results of operations and cash flows.

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The outcome of legal proceedings is extremely difficult to predict, and we offer no assurances in this regard.

Adverse rulings, judgments or settlements in pending or future litigation, including employment-related litigation, contract litigation, intellectual property disputes, product liability claims, personal injury claims, claims based on alleged exposure to asbestos, chemicals or to carbon black, environmental permitting disputes or in connection with environmental remediation activities or contamination, could have an adverse effect on our business, financial condition, results of operations and cash flows.

Adverse rulings, judgments or settlements in pending or future litigation or administrative proceedings, including employment-related disputes and litigation, contract disputes and litigation, intellectual property disputes and litigation, product liability claims, tort claims and other personal injury claims, claims based on alleged exposure to asbestos, chemicals or to carbon black, environmental permitting disputes or in connection with environmental remediation activities or contamination, could have an adverse effect on our business, financial condition, results of operations and cash flows.

Because many of our products provide critical performance attributes to our customers’ applications and products, the sale of these products involves a risk of product liability claims against us, including claims arising in connection with the use of, or exposure to, our products.

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In particular, we could be required to increase our debt or divert resources from other investments in our business in order to discharge any such liabilities.

Orion Engineered Carbons S.A

We may not be able to protect our intellectual property rights successfully.

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We make careful assessments with respect to production process improvements and decide whether to apply for patents or retain and protect them as trade secrets.

In some of the countries in which we operate or sell products, such as China, the laws protecting patent holders are scoped or interpreted differently than in the U.S., the EU and certain other regions.

In some of the countries in which we operate or sell products, such as China, the laws protecting patent holders are scoped or interpreted differently than in the U.S., the EU or certain other regions.

When we file a patent application, it is usually filed for all countries with active competition where we have existing customers.

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Evonik has granted us a non-exclusive license to use such retained intellectual property in the field of carbon black.

In addition, we have granted back to Evonik licenses relating to some of our intellectual property rights to use such intellectual property in all fields outside the field of carbon black, which licenses are exclusive, subject to certain exceptions in areas adjacent to carbon black.

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

In addition, we have granted back to Evonik licenses relating to some of our intellectual property rights to use such intellectual property in all fields outside the field of carbon

black, which licenses are exclusive, subject to certain exceptions in areas adjacent to carbon black.

Risks Related to Indebtedness, Currency Exposure and Other Financial Matters

Our financial leverage may make it difficult for us to service that debt and operate our businesses.

We are leveraged with recurring debt service obligations and expect to continue to have comparable leverage for the foreseeable future.

We are leveraged with recurring debt service obligations and expect to continue to have leverage for the foreseeable future.

We may also incur more debt in the future.

This may have negative consequences for our business and investors, including requiring that a substantial portion of the cash flows from our operations be dedicated to debt service obligations;

reducing the availability of cash flows to fund internal growth through working capital, capital expenditures, other general corporate purposes and payments of dividends;

reducing the availability of cash flows to fund internal growth through working capital, capital expenditures, to fund other general corporate purposes, to pay dividends and to finance stock buy-backs;

increasing our vulnerability to economic downturns generally or in our industry;

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sell, lease, transfer or dispose of assets;

pay dividends, redeem share capital or redeem or reduce subordinated indebtedness;

pay dividends, redeem stock capital or redeem or reduce subordinated indebtedness;

and make acquisitions or investments.

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Our ability to comply with these provisions may be affected by changes in economic or business conditions or other events beyond our control.

In addition, our debt instruments contain cross-default provisions such that a default under one particular financing arrangement could automatically trigger defaults under other financing arrangements and cause such indebtedness to become due and payable, together with

Orion Engineered Carbons S.A

accrued and unpaid interest.

As a result, any default under an indebtedness to which we are party could result in a substantial loss to us and could adversely affect our business, financial condition, results of operations and cash flows.

A deterioration in our financial position or a downgrade of our ratings by a credit rating agency could increase our borrowing costs and our business relationships could be adversely affected.

A deterioration of our financial position or a downgrade of our credit ratings for any reason could increase our borrowing costs and have an adverse effect on our business relationships as well as on the payments and other terms agreeable with customers, suppliers and hedging counterparties.

A deterioration in our financial position or a downgrade of our ratings by a credit rating agency could adversely affect our ability to find new financing and maintain existing financing sources, ensure the continued access to receivables factoring programs, increase our borrowing costs and our business relationships could be adversely affected.

A deterioration of our financial position or a downgrade of our credit ratings for any reason could adversely affect our ability to find new financing and maintain existing financing sources, maintain or expand our receivables programs, increase our borrowing costs and have an adverse effect on our business relationships as well as on the payments and other terms agreeable with customers, suppliers and hedging counterparties.

We currently do and may in the future enter into various forms of hedging arrangements against currency and exchange, interest rate, raw material and energy and oil price fluctuations.

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We are exposed to market risks relating to fluctuations in foreign currency exchange and interest rates.

Our results of operations have in the past been affected and may in the future be affected by both the transaction effects and the translation effects of foreign currency exchange rate fluctuations.

We are exposed to currency fluctuation when we convert currencies that we may receive for our products into currencies required to pay our debt, or into currencies in which we purchase raw materials, meet our fixed costs or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates.

Our results of operations have in the past been affected and may in the future be affected by both the transaction and translation effects of foreign currency exchange rate fluctuations.

We are exposed to currency fluctuation when we convert currencies that we may receive for our products into currencies required to pay our debt, or into currencies in which we purchase raw materials, meet our fixed costs or pay for services, any of which could result in a gain or loss depending on fluctuations in exchange rates.

Fluctuations in currency exchange rates could require us to reduce our prices to remain competitive in foreign markets.

In each case, the relevant income or expense is reported in the relevant local currency and translated into U.S.

Dollar at the applicable currency exchange rate for inclusion in our consolidated financial statements.

In each case, the relevant income or expense is reported in the relevant local currency and is translated into the U.S.

dollar at the applicable currency exchange rate for inclusion in our consolidated financial

Therefore, our financial results in any given period are materially affected by fluctuations in the value of the U.S.

Dollar relative to other currencies, in particular the Euro, the Korean Won and Chinese Renminbi.

In addition, certain of our outstanding debt obligations are denominated, pay interest in and must be repaid in Euro (and certain of our future debt obligations may be denominated in Euro), and therefore expose us to additional exchange rate risks.

dollar relative to other currencies, in particular the euros, the Korean won and Chinese renminbi.

In addition, certain of our outstanding debt obligations are denominated, pay interest in and must be repaid in euros (and certain of our future debt obligations may be denominated in euros), and therefore expose us to additional exchange rate risks.

An appreciation of the euro would make our financing under euro-denominated instruments more expensive.

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Disruptions in the credit markets may result in less credit being made available by banks and other lending institutions.

As a result, we may not be able to obtain financing for our business and acquisitions or to pursue other business plans or make necessary investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a result, we may not be able to obtain financing to pursue other business plans or make necessary investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Furthermore, the inability of our customers to obtain credit facilities or capital market financing may adversely affect our business by reducing our sales and increasing our exposure to bad debt, while the inability of our suppliers to access adequate financing may adversely affect our business by increasing prices for raw materials, energy and transportation.

Orion Engineered Carbons S.A

We may be required to impair or write off certain assets if our assumptions about future sales and profitability prove incorrect.

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If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable at a reasonable cost or available only for certain risks.

We can provide no assurances that we would be able to obtain replacement insurance on acceptable terms or at all.

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Additionally, during periods of high profitability in certain industries, there are often calls for increased taxes or surcharges on incremental revenues or profits, often called “ windfall profit ” taxes.

Governments in various jurisdictions including Italy and the United Kingdom have

Orion Engineered Carbons S.A

imposed or increased such taxes in the past, including during 2022 for certain companies operating in the energy and oil and gas sector.

Such taxes may be imposed or increased in the future in these or other jurisdictions in which we have operations or in which we are subject to taxation.

Governments in various jurisdictions may impose or increase such taxes for certain companies operating in the energy and oil and gas sector.

The imposition of, or increase to, such windfall profit taxes could adversely affect our financial results.

Risks Related to Ownership of our Common Shares

We cannot assure investors that we will pay dividends on our common shares at historical rates or at all.

Our ability to pay dividends on our common shares at historical rates, or at all, is generally dependent on a proposal by our Board of Directors subject to approval by our shareholders and will depend on a number of factors, including, among others, our financial condition and results of future operations, growth opportunities and restrictive covenants in our debt instruments.

The rights of our shareholders may differ from the rights they would have as shareholders of a U.S.

corporation, which could adversely affect trading in our common shares and our ability to conduct equity financings.

Risks Related to Ownership of our Common Stock

We cannot assure investors that we will pay dividends on our common stock at historical rates or at all.

Our ability to pay dividends on our common stock at historical rates, or at all, is generally dependent on a proposal by our Board of Directors subject to approval by our stockholders and will depend on a number of factors, including, among others, our financial condition and results of future operations, growth opportunities and restrictive covenants in our debt instruments.

The rights of our stockholders may differ from the rights they would have as stockholders of a U.S.

corporation, which could adversely affect trading in our common stock and our ability to conduct equity financings.

Our corporate affairs are governed by our Articles of Association and the laws of Luxembourg, including the Luxembourg Company Law.

The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the U.S.

Luxembourg laws may not be as extensive as those in effect in the U.S., and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the U.S.

As a result, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers than they would as shareholders of a corporation incorporated in the U.S.

The rights of our stockholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the U.S.

As a result, our stockholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers than they would as stockholders of a corporation incorporated in the U.S.

We are organized under the laws of Luxembourg and it may be difficult to obtain or enforce judgments or bring original actions against us or the members of our Board of Directors in the United States.

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Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S.

insolvency laws and may offer our shareholders less protection than they would have under U.S.

insolvency laws and may offer our stockholders less protection than they would have under U.S.

insolvency and bankruptcy laws.

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Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over any insolvency proceedings initiated against us.

Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S.

Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our stockholders less protection than they would have under U.S.

insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S.

insolvency and bankruptcy laws.

Orion Engineered Carbons S.A

Unresolved Staff Comments

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