11 unchanged sentences
Based on our assessment we believe that, as of December 31, 2021, the Company’s internal controls over financial reporting were effective based on those criteria.
+Added: As permitted under SEC guidance, management’s assessment of and conclusion regarding the design and effectiveness of internal control over financial reporting excluded the internal control over financial reporting of the operations of the INVISTA entity acquired in 2021, described in Note 20, Acquisitions , of the Notes to Consolidated Financial Statements.
+Added: The INVISTA entity acquired in 2021 represented less than 1.0% of consolidated net sales for the year ended December 31, 2021, and approximately 1.8% of consolidated total assets as of December 31, 2021.
+Added: Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2021.
The Company’s independent registered public accounting firm that audited the financial statements included in this Form 10-K has issued an attestation report on the Company’s internal control over financial reporting.
3 unchanged sentences
Stepan Company
−Removed: Northfield, Illinois
+Added: Northbrook, Illinois
Opinion on Internal Control over Financial Reporting
3 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
+Added: Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
5 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: As described in Management's Annual Report on Internal Control Over Financial Reporting , management excluded from its assessment the internal control over financial reporting at the INVISTA entity that was acquired on January 29, 2021, as described in Note 20.
+Added: The entity’s financial statements constitute approximately 1.0% of consolidated Net Sales for the year ended December 31, 2021 and approximately 1.8% of consolidated Total Assets as of December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at the acquired INVISTA entity.
Definition and Limitations of Internal Control over Financial Reporting
11 unchanged sentences
There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on the Directors of the Company, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on the Directors of the Company, which is incorporated by reference herein.
Executive Officers
See “Information About our Executive Officers” in Part I above for the identification of the Company’s executive officers.
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for other information on the Company’s executive officers, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for other information on the Company’s executive officers, which is incorporated by reference herein.
Delinquent Section 16(a) Reports
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for other information regarding Section 16(a) beneficial ownership reporting compliance, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for other information regarding Section 16(a) beneficial ownership reporting compliance, which is incorporated by reference herein.
Audit Committee Financial Expert
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on the Company’s Audit Committee Financial Expert, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on the Company’s Audit Committee Financial Experts, which is incorporated by reference herein.
Code of Conduct
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on the Company’s Code of Conduct, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on the Company’s Code of Conduct, which is incorporated by reference herein.
Executive Compensation
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on the Compensation of Executive Officers and Directors, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on the Compensation of Executive Officers and Directors, which is incorporated by reference herein.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on Security Ownership, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on Security Ownership, which is incorporated by reference herein.
Certain Relationships and Related Transactions, and Director Independence
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on Transactions with Related Persons, Promoters and Certain Control Persons and for Corporate Governance Principles and Board Matters, which are incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on Transactions with Related Persons, Promoters and Certain Control Persons and for Corporate Governance Principles and Board Matters, which are incorporated by reference herein.
Principal Accounting Fees and Services
−Removed: See the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2021, for information on Accounting and Auditing Matters, which is incorporated by reference herein.
+Added: See the Company’s Proxy Statement for the Annual Meeting of Stockholders expected to be held April 26, 2022, for information on Accounting and Auditing Matters, which is incorporated by reference herein.
Exhibits, Financial Statement Schedules
72 unchanged sentences
001-4462) and incorporated herein by reference)
+Added: Amendment No.
+Added: 1, dated as of June 22, 2021, to Credit Agreement, dated as of January 30, 2018, among Stepan Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.
+Added: 001-4462) and incorporated herein by reference)
+Added: Stock and Asset Purchase Agreement, dated as of January 29, 2021, by and among Arteva Specialties B.V., INV Performance Surfaces, LLC, INVISTA Textiles (U.K.) Limited, INV Management Services, LLC, Stepan Company, Stepan U.K.
+Added: Limited and Stepan Holdings Netherlands B.V.
+Added: (filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.
+Added: 001-4462), and incorporated herein by reference)
+Added: Note Purchase and Private Shelf Agreement dated as of June 10, 2021 by and among Stepan Company, PGIM, Inc.
+Added: and the purchasers thereto (filed with the Company’s Current Report on Form 8-K filed on June 14, 2021 (File No.
+Added: 001-4462), and incorporated herein by reference)
+Added: Subsidiary Guaranty dated as of June 10, 2021, by and between Stepan Specialty Products, LLC and Stepan Surfactants Holdings, LLC relating to the Note Purchase and Private Shelf Agreement dated as of June 10, 2021, by and among Stepan Company, PGIM, Inc.
+Added: and the purchasers thereto (filed with the Company’s Current Report on Form 8-K filed on June 14, 2021 (File No.
+Added: 001-4462), and incorporated herein by reference)
+Added: Note Purchase and Master Note Agreement dated as of June 10, 2021, by and among Stepan Company, NYL Investors LLC and the purchasers thereto (filed with the Company’s Current Report on Form 8-K filed on June 14, 2021 (File No.
+Added: 001-4462), and incorporated herein by reference)
+Added: Subsidiary Guaranty dated as of June 10, 2021, by and between Stepan Specialty Products, LLC and Stepan Surfactants Holdings, LLC relating to the Note Purchase and Master Note Agreement dated as of June 10, 2021, by and among Stepan Company, NYL Investors LLC and the purchasers thereto (filed with the Company’s Current Report on Form 8-K filed on June 14, 2021 (File No.
+Added: 001-4462), and incorporated herein by reference)
Subsidiaries of the Registrant at December 31, 2021
47 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.