What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-20 compared with 2024-02-15 · 41 added, 40 removed, 263 unchanged (24% of the section changed)

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 ).

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We are a leading global manufacturer of carbon black products.

Carbon black is a powdered form of carbon that is used to create the desired physical, electrical and optical qualities of various materials.

Carbon black products are primarily used as additives for the production of polymers, batteries, printing inks and coatings (“Specialty Carbon Black” or “Specialty”) and in the reinforcement of rubber polymers (“Rubber Carbon Black” or “Rubber”).

Carbon black is a powdered form of carbon that is used to create a variety of desired physical, electrical and optical qualities of various materials.

Carbon black products are primarily used as additives for the production of polymers, batteries, printing inks and coatings (“Specialty Carbon Black” or “Specialty”) and in the reinforcement of tires and other rubber applications (“Rubber Carbon Black” or “Rubber”).

Our core competencies include the ability to engineer the physical properties of carbon black to meet the functional needs of our customers.

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, 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.

We currently operate 14 wholly owned production facilities, excluding the under-construction facility at La Porte, Texas, in Europe, North and South America, South Africa, and Asia, and one jointly-owned production facility at Dortmund, Germany.

Our principal research and development (“R&D”) center is located in Cologne (Germany).

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These specialty carbon products are used in a wide variety of applications, such as coatings, inks, plastics, adhesives, toners and batteries.

Carbon Black for Coatings — We offer a broad range of Specialty Carbon Black products for coatings, which includes products used for pigmentation in black coatings and protection of various other coatings (e.g., automotive base coats and architectural coatings), for conductivity and for tinting, as well as for paints and for light tinting in transparent coatings (e.g., metallic effects and wood glazing).

Carbon Black for Coatings — We offer a broad range of Specialty Carbon Black products for coatings, which includes products used for pigmentation and protection (e.g., automotive base coats and architectural coatings), for conductivity and for tinting, as well as for paints and for light tinting in transparent coatings (e.g., metallic effects and wood glazing).

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.

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.

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.

Certain products within this portfolio provide UV protection against polymer degradation for material such as pipe used for potable water, injection molding, agriculture films and cables.

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

Carbon Black for Batteries — We offer conductive additives for lithium-ion batteries for electric vehicles, energy storage and consumer applications.

They can be used both in the cathode and anode.

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

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Rubber Carbon Black have traditionally been used in the tire industry as a rubber reinforcing agent to increase tread durability and are also used as a performance additive to reduce rolling resistance and improve traction.

In MRG, such as hoses, belts, extruded profiles and molded goods, Rubber Carbon Black are used to improve the physical performance of the product, including the product’s physical strength, fluid resistance, conductivity and resistivity.

In MRG, such as hoses, belts, extruded profiles and molded goods, Rubber Carbon Black is used to improve the physical performance of the product, including the product’s physical strength, fluid resistance, conductivity and resistivity.

Carbon Black for Tires — We offer a broad range of carbon black products for tires, which includes high-reinforcing grades and semi-reinforcing grades.

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Raw Materials

The principal raw material used in the manufacture of carbon black is carbon black oil comprised of residual heavy oils derived from petroleum refining operations, the distillation of coal tars and the production of ethylene throughout the world.

The principal raw material used in the manufacture of carbon black is carbon black oil composed of residual heavy oils derived from petroleum refining operations, the distillation of coal tars and the production of ethylene throughout the world.

The majority of our carbon black oil supply is covered by short and long-term contracts with a wide variety of suppliers.

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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.

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

We enjoy a long-standing reputation within the industry for carbon black product and process technology, applications knowledge and innovation.

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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, advance the use of bio-circular feedstocks, product quality and cost structure.

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

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.

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carbon black.

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

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

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 engage with our employees to provide a challenging, and dynamic 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.

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Our talent programs are made up of several components:

• formal learning programs to equip individual employees with the technical and functional skills required for their current and future roles;

• formal learning programs to equip employees with the leadership, technical and functional skills required for their current and future roles;

• on-the-job training through assignments that provide new roles and projects;

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• succession planning;

• empowerment groups;

• formal and informal performance reviews with line managers and others;

• individual development plans.

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

Orion is made up of approximately 1,658 employees with four innovation centers and 14 wholly owned plants excluding the under-construction facility at La Porte, Texas .

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 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.

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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.

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 and succession planning reviews to assess employees on performance and future potential.

These talent reviews continue to identify high potential employees, build bench strength, increase retention and help us identify our future leaders and innovators.

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We believe we have stable relations with our employees, and voluntary turnover is low.

In 2017, 35 of the former employees in our closed facility in Ambès, France filed claims with the labor court of Bordeaux contesting the termination of their employment and seeking damages.

Of these claims, 31 are pending in the courts and our results of operations reflect accruals made by us to satisfy our best estimate of these claims should the former employees prevail.

Environmental, Health and Safety Matters

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We strive not only to comply with all applicable laws and voluntary obligations, but to continuously improve our performance and management systems.

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, 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.

Our integrated global management system with established standards and processes is based on the principles of the Responsible Care 14001 for Environmental, Health, Safety and Security Management System, 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.

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

Our annual sustainability report is accessible on our webpage:

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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.

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

Our management systems and practices are designed to ensure compliance with laws and regulations, and increasingly stringent regulation may require us to make additional unforeseen environmental, health and safety expenditures.

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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.

We control the particulate matter by using bag filter technology and following best management practices.

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.

2010/75/EU amended by 2024/1785 Directive 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 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.

In 2024, the EU Commission revised the EU measures addressing pollution from large industrial installations, as it was announced in the European Green Deal.

The aims of the revision were to progress towards the

EU’s zero pollution ambition for a toxic-free environment and to support climate, energy and circular economy policies.

This included the revision of the IED Directive that was issued and implemented in 2024.

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.

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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.

Carbon black production is currently listed on the carbon leakage list, which allows receiving the significant share of needed emission allowances free of charge.

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

Carbon black production is currently listed on the carbon leakage list, which allows receiving a certain quantity of needed emission allowances free of charge.

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

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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.

These regular reviews are resulting in reduction of free emission certificates allocated to industrial installations in order to engage them meeting the reduction targets and being carbon neutral.

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

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RCRA is the principal federal statute regulating the generation, treatment, storage and disposal of hazardous and other wastes.

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.

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

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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.

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

We strive to continually improve and attain the top performance on occupational injury and illness rates as compared to the chemical industry.

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 our electronic EHS management system.

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

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

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

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

Plant managers are required to track and monitor these leading and lagging indicators and take action as appropriate.

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Furthermore, more and more specific requirements for substances regarded as nanomaterials are emerging within Europe.

For example, Germany is planning to introduce a more stringent “Occupational Exposure Limit” for nanomaterials.

For example, Germany has introduced a more stringent “Occupational Exposure Limit” for nanomaterials.

These developments may significantly affect our business, including increasing costs of doing business.

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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