Orion S.A. 10-K

Item 8. Financial Statements and Supplementary Data 37 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Orion Engineered Carbons S.A. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Orion Engineered Carbons S.A. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Income Taxes – Uncertain Tax Positions Description of the Matter The Company operates in various countries and fiscal jurisdictions which are each subject to their respective local and distinct tax regulations and recognizes uncertain tax positions as described in Note R of the consolidated financial statements. Auditing the Company´s recognition and measurement of uncertain tax positions was complex due to significant estimates and degree of judgment made by management in the assessment of the related tax matters. The Company´s estimates and judgment involve the interpretation of local tax legislations, the evaluation of the risk of incorrect application of tax legislation, the evaluation of the applicability of tax case law, and the assessment of outcomes from previous tax audits in connection with current tax positions. Given the complexity and the subjective nature of the assessment of uncertain tax positions, evaluating management´s estimates relating to the determination of the uncertain tax positions requires extensive audit effort and a high degree of auditor judgment. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls to recognize and measure uncertain tax positions. This included testing controls over the completeness of uncertain tax positions and management’s review of the estimates and judgments described above. To test the recognition and measurement of the Company’s uncertain tax positions, we performed audit procedures that included, among others, assessing management’s methodology as well as the completeness and mathematical accuracy of underlying data used by the Company in its analysis. We involved our tax professionals to assist with our procedures. We evaluated the estimates and significant judgments made by management in determining the recognition and measurement of the uncertain tax positions recorded taking into consideration the Company’s correspondence with the relevant tax authorities, income tax opinions, and third-party advice. We tested the consistency of the Company’s estimates and judgments in determining its tax positions with relevant jurisdictional income tax regulation, applicable tax case law, previous tax audit outcomes and other relevant information. We also evaluated the Company’s financial statement disclosures related to these tax matters. /s/Tobias Schlebusch /s/Titus Zwirner Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor) 38 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft We have served as the Company’s auditor since 2011 Cologne, Germany February 18, 2021 39 Consolidated Statements of Operations of Orion Engineered Carbons S.A. Years Ended December 31, 2020 2019 2018 (In thousands, except per share amounts) Net sales $ 1,136,383 $ 1,476,353 $ 1,578,203 Cost of sales 844,034 1,086,644 1,148,232 Gross profit 292,348 389,708 429,971 Selling, general and administrative expenses 176,140 206,886 231,918 Research and development costs 20,201 19,874 20,320 Other expenses, net 14,066 12,169 6,061 Restructuring income — — 40,253 Restructuring expenses 7,559 3,628 15,620 Income from operations 74,382 147,151 196,305 Interest and other financial expense, net 38,671 27,572 28,642 Reclassification of actuarial losses from AOCI 9,916 — — Income from operations before income tax expense and equity in earnings of affiliated companies 25,795 119,579 167,663 Income tax expense 8,132 33,216 46,944 Equity in earnings of affiliated companies, net of tax 493 558 591 Net income $ 18,156 $ 86,920 $ 121,310 Weighted-average shares outstanding (in thousands of shares): Basic 60,430 59,986 59,567 Diluted 61,407 61,300 61,049 Earnings per share (USD per share): Basic $ 0.30 $ 1.45 $ 2.04 Diluted $ 0.30 $ 1.42 $ 1.99 The accompanying notes are an integral part of these consolidated financial statements. 40 Consolidated Statements of Comprehensive Income of Orion Engineered Carbons S.A. Years Ended December 31, 2020 2019 2018 (In thousands) Net income $ 18,156 $ 86,920 $ 121,310 Other comprehensive loss, net of tax Foreign currency translation adjustments ( 14,262 ) ( 1,632 ) ( 10,096 ) Unrealized net gains/(losses) on hedges of a net investment in a foreign operation ( 133 ) 27 ( 269 ) Unrealized net losses on cash flow hedges ( 2,461 ) ( 4,772 ) ( 4,077 ) Gains/(losses) on defined benefit plans 2,513 ( 8,358 ) 134 Other comprehensive loss ( 14,343 ) ( 14,734 ) ( 14,308 ) Comprehensive income $ 3,813 $ 72,186 $ 107,002 The accompanying notes are an integral part of these consolidated financial statements. 41 Consolidated Balance Sheets of Orion Engineered Carbons S.A. December 31 2020 2019 (In thousands, except share amounts) Current assets Cash and cash equivalents $ 64,869 $ 63,726 Accounts receivable, net of expected credit losses of $ 5,794 and $ 6,632 234,796 212,565 Other current financial assets 3,630 11,347 Inventories, net 141,461 164,799 Income tax receivables 11,249 17,924 Prepaid expenses and other current assets 44,452 37,358 Total current assets 500,456 507,718 Property, plant and equipment, net 610,530 534,054 Operating lease right-of-use assets 85,639 27,532 Goodwill 84,480 77,341 Intangible assets, net 46,772 50,596 Investment in equity method affiliates 5,637 5,232 Deferred income tax assets 52,563 48,720 Other financial assets 761 2,501 Other assets 2,956 3,701 Total non-current assets 889,337 749,676 Total assets $ 1,389,793 $ 1,257,394 Current liabilities Accounts payable $ 131,250 $ 156,298 Current portion of long term debt and other financial liabilities 82,618 36,410 Current portion of employee benefit plan obligation 1,118 908 Accrued liabilities 49,176 44,931 Income taxes payable 23,906 14,154 Other current liabilities 36,676 32,509 Total current liabilities 324,745 285,211 Long-term debt, net 655,826 630,261 Employee benefit plan obligation 83,310 71,901 Deferred income tax liabilities 38,770 43,308 Other liabilities 106,131 40,701 Commitments and contingencies Note S — — Total non-current liabilities 884,036 786,171 Stockholders' equity Common stock Authorized: 65,035,579 and 65,035,579 shares with no par value Issued – 60,992,259 and 60,729,289 shares with no par value Outstanding – 60,487,117 and 60,224,147 shares 85,323 85,032 Less 505,142 and 505,142 shares of common treasury stock, at cost ( 8,515 ) ( 8,515 ) Additional paid-in capital 68,502 65,562 Retained earnings 84,407 78,296 Accumulated other comprehensive loss ( 48,705 ) ( 34,362 ) Total stockholders' equity 181,013 186,013 Total liabilities and stockholders' equity $ 1,389,793 $ 1,257,394 The accompanying notes are an integral part of these consolidated financial statements. 42 Consolidated Statements of Cash Flows of Orion Engineered Carbons S.A. Years Ended December 31, 2020 2019 2018 (In thousands) Cash flows from operating activities: Net income $ 18,156 $ 86,920 $ 121,310 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment and amortization of intangible assets 96,526 96,713 98,156 Amortization of debt issuance costs 2,071 2,082 2,220 Share-based incentive compensation 4,434 9,438 13,919 Deferred tax (benefit)/provision ( 12,146 ) 15,826 ( 3,634 ) Foreign currency transactions ( 4,900 ) 1,052 2,782 Reclassification of actuarial losses from AOCI 9,916 — — Other operating non-cash items 118 1,813 1,165 Changes in operating assets and liabilities, net of effects of businesses acquired: (Increase)/decrease in trade receivables ( 16,501 ) 45,412 ( 39,680 ) (Increase)/decrease in inventories 29,951 16,413 ( 31,406 ) Increase/(decrease) in trade payables ( 18,732 ) ( 12,036 ) 5,444 Increase/(decrease) in provisions 2,308 ( 10,375 ) ( 4,427 ) Increase/(decrease) in tax liabilities 16,398 ( 7,254 ) 4,843 Increase/(decrease) in other assets and liabilities ( 2,320 ) ( 14,497 ) ( 48,707 ) Net cash provided by operating activities $ 125,278 $ 231,507 $ 121,985 Cash flows from investing activities: Cash paid for the acquisition of intangible assets and property, plant and equipment $ ( 144,939 ) $ ( 155,848 ) $ ( 116,157 ) Acquisition of businesses, net of cash and cash equivalents acquired — — $ ( 36,571 ) Cash received from the disposal of intangible assets and property, plant and equipment — — $ 64,672 Net cash used in investing activities $ ( 144,939 ) $ ( 155,848 ) $ ( 88,056 ) Cash flows from financing activities: Payments for debt issue costs — ( 1,721 ) ( 741 ) Repayments of long-term debt ( 8,190 ) ( 8,036 ) ( 8,288 ) Cash inflows related to current financial liabilities 206,076 96,956 48,963 Cash outflows related to current financial liabilities ( 171,095 ) ( 101,303 ) ( 26,370 ) Dividends paid to shareholders ( 12,045 ) ( 48,033 ) ( 47,665 ) Repurchase of common stock — — ( 4,926 ) Taxes paid for shares issued under net settlement feature ( 1,202 ) ( 6,475 ) ( 4,741 ) Net cash provided by/(used in) financing activities $ 13,543 $ ( 68,612 ) $ ( 43,768 ) Increase (decrease) in cash, cash equivalents and restricted cash $ ( 6,118 ) $ 7,047 $ ( 9,839 ) Cash, cash equivalents and restricted cash at the beginning of the period 68,231 61,604 75,213 Effect of exchange rate changes on cash 5,753 ( 420 ) ( 3,770 ) Cash, cash equivalents and restricted cash at the end of the period $ 67,865 $ 68,231 $ 61,604 Less restricted cash at the end of the period 2,996 4,505 4,588 Cash and cash equivalents at the end of the period $ 64,869 $ 63,726 $ 57,016 Cash paid for interest, net $( 20,769 ) $ ( 20,399 ) $ ( 24,367 ) Cash paid for income taxes $( 7,930 ) $ ( 24,106 ) $ ( 60,228 ) Supplemental disclosure of non-cash activity: Liabilities under build-to-suit lease $ — $ — $ 28,657 Liabilities for leasing - current $ 14,005 $ 6,254 $ — Liabilities for leasing - non-current $ 52,593 $ 26,280 $ — The accompanying notes are an integral part of these consolidated financial statements. 43 Consolidated Statements of Changes in Stockholders’ Equity of Orion Engineered Carbons S.A. Common stock (In thousands, except per share amounts) Number of common shares Amount Treasury shares Additional paid-in capital Retained earnings Accumulated other compre-hensive loss Total equity As of January 1, 2018 59,320,214 $ 83,770 $ ( 3,773 ) $ 102,529 $ ( 81,901 ) $ ( 5,320 ) $ 95,305 Net income — — — — 121,310 — 121,310 Other comprehensive loss, net of tax — — — — — ( 14,308 ) ( 14,308 ) Distributions from additional paid-in capital — — — ( 47,665 ) — — ( 47,665 ) $ 0.80 per share Share buyback ( 206,501 ) — ( 4,926 ) — — — ( 4,926 ) Share based compensation — — — 8,680 — — 8,680 Issuance of stock under equity compensation plans 404,785 484 16 — — — 500 As of December 31, 2018 59,518,498 84,254 ( 8,683 ) 63,544 39,409 ( 19,628 ) 158,896 Net income — — — — 86,920 — 86,920 Other comprehensive loss, net of tax — — — — — ( 14,734 ) ( 14,734 ) Dividends paid - $ 0.80 per share — — — — ( 48,033 ) — ( 48,033 ) Share based compensation — — — 2,018 — — 2,018 Issuance of stock under equity compensation plans 705,649 778 168 — — — 946 As of December 31, 2019 60,224,147 85,032 ( 8,515 ) 65,562 78,296 ( 34,362 ) 186,013 Net income — — — — 18,156 — 18,156 Other comprehensive loss, net of tax — — — — — ( 14,343 ) ( 14,343 ) Dividends paid - $ 0.20 per share — — — — ( 12,045 ) — ( 12,045 ) Share based compensation — — — 2,941 — — 2,941 Issuance of stock under equity compensation plans 262,970 291 — — — — 291 As of December 31, 2020 60,487,117 $ 85,323 $ ( 8,515 ) $ 68,502 $ 84,407 $ ( 48,705 ) $ 181,013 The accompanying notes are an integral part of these consolidated financial statements. 44 Note A. Significant Accounting Policies Orion’s audited consolidated financial statements are comprised of Orion Engineered Carbons S.A. and its subsidiaries (“Orion”, “Company”, “we”, and “our”). The Company's fiscal year comprises the period from January 1, 2020 to December 31, 2020. Principles of consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and are prepared in US Dollars, the presentation currency of the Company. The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries and majority-owned and controlled U.S. and non-U.S. subsidiaries. Additionally, Orion considers consolidation of entities over which control is achieved through means other than voting rights, of which there were none in the periods presented. Intercompany transactions have been eliminated in consolidation. Use of estimates and assumptions We make estimates and use judgments and assumptions in the preparation of our consolidated financial statements that affect the timing and amount of assets, liabilities, equity, revenues and expenses recorded and disclosed. The more significant estimates and judgments relate to revenue recognition, asset impairment, income taxes, inventories, goodwill, pension benefits, and environmental liabilities. Actual outcomes could differ from our estimates, resulting in changes in revenues or costs that could have a material impact on the Company’s results of operations, financial position, or cash flows. Foreign currency translation The functional currency of the majority of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. The results of operations for foreign subsidiaries are translated from these functional currencies into U.S. dollars using the average monthly currency exchange rates. Assets and liabilities are translated into U.S. dollars using exchange rates at the balance sheet dates, and we record the resulting foreign currency translation adjustments as a separate component of Accumulated other comprehensive loss in equity. Foreign currency transaction gains and losses are recorded, as incurred, as Interest and other financial expense, net in the consolidated statements of operations. Revenue recognition The Company recognizes revenue when a performance obligation has been satisfied by transferring a good or a service to a customer. Revenue is only recognized when control is transferred to the customer. The amount of revenue, the transaction price, is contractually specified between the parties and is measured at the amount expected to be received less value-added tax, if applicable, and any trade discounts and volume rebates granted. We also give our customers a limited right to return product that has been damaged, does not satisfy their specifications, or other specific reasons. Payment terms on product sales to our customers typically range from 30 to 90 days. Although certain exceptions exist where standard payment terms are exceeded, these instances are infrequent and do not exceed one year and therefore we do not consider there to be a significant financing component associated with the contract. Shipping and handling costs incurred in connection with the satisfaction of performance obligations are accounted for as fulfillment activities and recorded as sales revenue. Shipping and handling costs are expensed in the period incurred and included in Cost of sales within the Consolidated Statements of Operations. The Company records a provision for warranty costs, based on historical trends of warranty costs incurred as a percentage of sales, which management has determined to be a reasonable estimate of the probable losses to be incurred for warranty claims in a period. Cost of sales Cost of Sales consists of the raw and packaging materials, direct manufacturing costs, depreciation, inspection costs, inbound freight cost and shipping, internal handling costs and other overhead expenses necessary to manufacture the products. Selling and administrative expenses Selling and administrative expenses consist of salaries and other compensation benefits of sales and office personnel, general office expenses and other expenses not directly related to manufacturing operations. Research and development costs Research and development costs include salaries, equipment and material expenditures, and contractor fees and are expensed as incurred. 45 Income taxes Our business operations are global in nature, and we are subject to taxes in numerous jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. Significant judgment is required in determining our worldwide provision for income taxes and recording the related tax assets and liabilities. In the ordinary course of our business, there are operational decisions, transactions, facts and circumstances, and calculations which make the ultimate tax determination uncertain. Furthermore, our tax positions are periodically subject to challenge by taxing authorities throughout the world. We have recorded reserves for taxes and associated interest and penalties that may become payable in future years as a result of audits by tax authorities. Any significant impact as a result of changes in underlying facts, law, tax rates, tax audit, or review could lead to adjustments to our income tax expense, our effective tax rate, and/or our cash flow. Current income tax receivables and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. They are calculated based on the tax rates and tax laws that are enacted on the reporting date. Deferred tax assets and liabilities are determined based on the estimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are recognized to the extent that realization of those assets is considered to be more likely than not. They are measured using statutory tax rates that are expected to apply to taxable income in the jurisdictions and years when the asset is realized or the liability is settled, based on tax rates that are enacted at the reporting date. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established for deferred taxes when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Orion records benefits for uncertain tax positions based on the assessment of whether the position is more likely than not to be sustained by taxing authorities. If the threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the tax benefit that is recognized is the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The analysis presumes the taxing authorities' full knowledge of the positions taken and all relevant facts, but does not consider the time value of money. The Company also accrues for interest and penalties on its uncertain tax positions and included such charges in its income tax provision in the Consolidated Statements of Operations. Cash, cash equivalents and restricted cash Cash and cash equivalents comprise bank balances, checks and cash on hand. They include all highly liquid investments with a maturity of three months or less at date of acquisition. Restricted cash comprises cash which is not available for immediate use and may not be utilized for any purpose until a certain event or events take place. A designation for short-term or long-term restricted cash is made based on the expected time of release or distribution. Cash, cash equivalents and restricted cash are as follows: December 31 2020 2019 (In thousands) Cash and cash equivalents $ 64,869 $ 63,726 Restricted cash included in current and non-current assets 2,996 4,505 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 67,865 $ 68,231 Restrictions result from mandatory and voluntary pledges to secure certain guarantee amounts. Accounts and notes receivables Accounts receivable are amounts due from customers for merchandise sold or services performed in the ordinary course of business and are carried at transaction price net of allowance for credit losses. Generally, interest is not charged on past due amounts. We monitor and evaluate collectability of receivables on an ongoing basis and consider whether an allowance for credit loss is necessary. Allowance for credit losses is measured using historical loss rates for the respective risk categories and incorporating forward-looking estimates. The corresponding expense for the credit loss allowance is reflected in Selling, general and administrative expenses. Accounts receivable are charged off when the accounts are deemed to no longer be collectible. Accounts receivables in China may at certain times be settled with the receipt of bank issued non-interest-bearing notes. 46 Financial instruments Orion’s financial instruments consist primarily of cash and cash equivalents, trade receivables, loans, miscellaneous financial assets, term loan, local bank loans, trade payables and derivative instruments. The carrying values of Orion’s financial instruments approximate fair value with the exception of variable rate long-term debt, which is recorded at amortized cost. The fair values of the Company’s financial instruments are based on quoted market prices, if such prices are available. In situations where quoted market prices are not available, the Company relies on valuation models to derive fair value. Such valuation takes into account the ability of the financial counterparty to perform and the Company’s own credit risk. The Company uses derivative financial instruments primarily for purposes of hedging the exposures to fluctuations in foreign currency exchange and interest rates, which exist as part of its ongoing business operations. Orion does not enter into derivative contracts for speculative purposes, nor does it hold or issue any derivative contracts for trading purposes. All derivatives are recognized on the Consolidated Balance Sheets at fair value. Where the Company has a legal right to offset derivative settlements under a master netting agreement with a counterparty, derivatives with that counterparty are presented on a net basis. The changes in the fair value of derivatives are recorded in Interest and other financial expense, net in the Statement of Operations or AOCI, depending on whether the instrument is designated as part of a hedge transaction and, if designated as part of a hedge transaction, the type of hedge transaction. The gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges is recognized in earnings during the period in which the ineffectiveness occurs. In accordance with Orion’s risk management strategy, the Company may enter into certain derivative instruments that may not be designated as hedges for hedge accounting purposes. Although these derivatives are not designated as hedges, the Company believes that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The Company records the gains or losses from changes in the fair value of derivative instruments that are not designated as hedges in Interest and other financial expense, net in the Statement of Operations. Cash movements associated with these instruments are presented in the Consolidated Statements of Cash Flows as Cash Flows from Operating Activities because the derivatives are designed to mitigate risk to the Company’s cash flow from operations. The cash flows related to the principal amount of outstanding debt instruments are presented in the Cash Flows from Financing Activities section of the Consolidated Statements of Cash Flows. Inventories We value inventory at the lower of cost or net realizable value, with cost determined utilizing the average cost method. We periodically evaluate the net realizable value of inventories based primarily upon their age, but also upon assumptions of future usage in production, customer demand and market conditions. Inventories have been reduced to the lower of cost or net realizable value by allowances for slow moving or obsolete goods. If actual circumstances are less favorable than those projected by management in its evaluation of the net realizable value of inventories, additional write-downs may be required. Investments The Company has an investment in DGW (Kommanditgesellschaft Deutsche Gasrußwerke GmbH & Co) and DGW GmbH (Kommanditgesellschaft Deutsche Gasrußwerke GmbH & Co) which is accounted for using the equity method as the Company has the ability to exert significant influence over the affiliates’ operating and financial policies. Intangible assets and goodwill We record tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets requires the use of significant judgment with regard to assumptions used in the valuation model. We estimate the fair value of identifiable acquisition-related intangible assets principally based on projections of cash flows that will arise from these assets. The projected cash flows are discounted to determine the fair value of the assets at the dates of acquisition. Definite-lived intangible assets, which are comprised of trademarks, customer relationships and developed technologies, are amortized over their estimated useful lives and are reviewed for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized and is subject to impairment testing annually, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value. Intangible assets with finite useful lives, which are comprised of trademarks, customer relationships and developed technologies, are amortized on a straight line basis over their estimated useful lives of 3 - 15 years. The useful lives of intangibles related to customer relationships acquired in business combinations are estimated on the basis of contractual arrangements and the probability of a continuing relationship. 47 If events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable, it is tested for impairment, see below in this note under “Impairment test“. The useful lives of intangible assets with finite useful lives are re-assessed annually. Asset Impairment Intangible Assets and Goodwill Intangible assets with finite lives are reviewed for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Goodwill is tested for impairment at the reporting unit level annually or more frequently if triggering events occur or as deemed necessary. A reporting unit, for the purpose of the impairment test, is at or below the operating segment level, and constitutes a business for which discrete financial information is available and regularly reviewed by segment management. Specialty Carbon Black and Rubber Carbon Black which are considered separate reporting units, carried our goodwill balances as of December 31, 2020. Our annual measurement date for testing impairment is as of September 30, 2020. For the purpose of the goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, an additional quantitative evaluation is performed. Alternatively, we may elect to proceed directly to the quantitative goodwill impairment test. If based on the quantitative evaluation the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss would result. The goodwill impairment loss would be the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The fair value is also benchmarked against the value calculated from a market approach using the guideline public company method. The assumptions used to estimate fair value include management’s best estimates of future growth rates, operating cash flows, capital expenditures and discount rates over an estimate of the remaining operating period at the reporting unit level. Based on our most recent annual goodwill impairment test performed as of September 30, 2020, the fair values of the Specialty Carbon Black and Rubber Carbon Black reporting units were in excess of their carrying values. Long-lived Assets The Company assesses long-lived assets such as property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets to be held and used are assessed for possible impairment by comparing their carrying values with their associated undiscounted, future net cash flows. Events that can trigger assessments for possible impairments include significant decreases in the market value of an asset, significant change in the extent or manner of use of or a physical change in an asset, and a more-likely-than-not expectation that a long-lived asset or asset group will be sold or otherwise disposed of significantly sooner than the end of its previously estimated useful life. To test for impairment of assets, Orion generally uses a probability-weighted estimate of the future undiscounted net cash flows of the related assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable. An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. Any write-downs are treated as permanent reductions in the carrying amount of the assets. If the asset does not have a readily determinable market value, a discounted cash flow model may be used to determine the fair value of the asset. In circumstances when an asset does not have separate identifiable cash flows, an impairment charge is recorded when the Company no longer intends to use the asset. An impairment loss may not be reversed if the fair value of the impaired asset or asset group increases subsequently. Property, plant and equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation of property, plant and equipment is calculated using the straight-line method over the expected useful lives of the related assets. The depreciable lives for Buildings, Plant and machinery as well as Furniture, fixtures and office equipment are between 5 and 50 years, 3 and 25 years, and 3 and 25 years, respectively. The cost and accumulated depreciation for property, plant and equipment sold, retired, or otherwise disposed of are removed from the Consolidated Balance Sheets and resulting gains or losses are included in other expenses, net in the Consolidated Statements of Operations. Expenditures for repairs and maintenance are charged to expenses as incurred. Expenditures for major renewals and improvements, which significantly extend the useful lives of the existing property, plant and equipment, are capitalized and depreciated. Asset retirement obligations Orion estimates incremental costs for special handling, removal and disposal of materials that may or will give rise to conditional asset retirement obligations (“ARO”) and then discounts the expected costs back to the current year using a credit adjusted risk free rate. 48 Orion recognizes ARO liabilities and costs when the timing and/or settlement can be reasonably estimated. The ARO reserves were $ 1.7 million and $ 2.9 million as of December 31, 2020 and 2019, respectively, and are included in Accrued liabilities (current) and Other Liabilities (non-current) on the Consolidated Balance Sheets. Leases We determine if an arrangement is a lease at inception of a contract. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. We have lease agreements which require payments for lease and non-lease components and have elected to account for these as a single lease component related to our other operating facilities. Leases with an initial term of 12 months or less are not recorded on the Balance Sheet and lease expense is recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Please see Note C. Leases for additional information. Pension benefit plans Our defined benefit pension obligations are measured in accordance with the projected unit credit method. The calculations and the resulting amounts recorded in our consolidated financial statements are affected by assumptions including the discount rate, expected long-term rate of return on plan assets, the annual rate of change in compensation for plan-eligible employees, mortality tables, and other factors. We evaluate the assumptions used on an annual basis. The Company recognizes the total actuarial gains or losses recorded in accumulated other comprehensive income exceeding 10% of the defined benefit obligation in the following year through profit and loss separately from its income from operations. Defined contribution obligations arise from commitments and state pension schemes (statutory pension insurance). We account for our contributions to a defined contribution plan on an accrual basis. An asset or liability may result from advance payments or payments due, respectively, to a defined contribution fund. Stock-based compensation Orion recognizes stock-based compensation cost measured at the grant date based on the fair value of the award, and recognizes these costs as expense over the service period, which generally represents the vesting period, includes an estimate of the awards that will be forfeited and also includes an estimate of awards that expect to vest based on the anticipated achievement of performance conditions. Fair value of awards is determined by using a Monte-Carlo simulation. Awards can be classified as either equity or liability-settled dependent on the Company's obligation to the counterparty and the intended settlement method. The overarching principle focuses on whether an equity relationship is created through the award. Orion classifies its awards as equity settled. Once earned and vested, certain awards can be settled in one share of Company common stock per vested award (or, at the Company’s election, cash equal to the fair market value thereof). Certain awards are settled for cash at fair market value to cover wage taxes or as a substitute for share transfer restrictions. When the terms of an equity-settled award are modified, the minimum expense recognized is the expense had the terms not been modified, if those original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based compensation transaction, or is otherwise beneficial to the employee as measured at the date of modification. Any modifications are accounted for as a new award, which might result in a lower amount of compensation cost than the grant date fair value of the original award or a greater amount of compensation costs than the sum of the grant date fair value of the original award plus the incremental fair value. Environmental provisions We accrue for environmental remediation costs and other obligations when it is probable that a liability has been incurred and we can reasonably estimate the amount. The amount accrued reflects our assumptions about remediation requirements at the contaminated site, the nature of the remedy, the outcome of discussions with regulatory agencies and other potentially responsible parties at multi-party sites, and the number and financial viability of other potentially responsible parties. We do not reduce its estimated liability for possible recoveries from insurance carriers. Proceeds from insurance carriers are recorded when realized by either the receipt of cash or a contractual agreement. We determine the timing and amount of any liability based upon assumptions regarding future events. Inherent uncertainties exist in such evaluations primarily due to unknown conditions and other circumstances, changing governmental regulations and legal standards regarding liability, and evolving technologies. We adjust these liabilities periodically as remediation efforts progress or as additional technical or legal information becomes available. 49 Restructuring expenses Restructuring expenses could include both termination benefits and asset write downs. We estimate accruals for termination benefits based on various factors including length of service, contract provisions, local legal requirements, projected final service dates, and salary levels. We also analyze the carrying value of long-lived assets and record estimated accelerated depreciation through the anticipated end of the useful life of the assets affected by the restructuring or record an asset impairment. In all likelihood, this accelerated depreciation will result in reducing the net book value of those assets to zero at the date operations cease. While we believe that changes to our estimates are unlikely, the accuracy of our estimates depends on the successful completion of numerous actions. Changes in our estimates could increase our restructuring costs to such an extent that it could have a material impact on the Company’s results of operations, financial position, or cash flows. Other events, such as negotiations with unions and works councils, may also delay the resulting cost savings. Concentrations of credit risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, derivative instruments and undrawn amounts under the Revolving Credit Facility (“RCF”). Our cash in demand deposit accounts may exceed federally insured limits and could be negatively impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. Credit risk is mitigated as we place the cash mainly with our defined core banks which are major financial institutions with investment grade long-term credit ratings. Our trade accounts receivable are subject to concentrations of credit risk with customers primarily in our Rubber Carbon Black segment. During 2020, sales to our ten largest customers within our Rubber Carbon Black segment accounted for approximately 66% of total consolidated segment sales. Sales to our ten largest customers within our Specialty Carbon Black segment accounted for approximately 25% of total consolidated segment sales. Sales to our top ten customers on a total consolidated basis accounted for approximately 39% of our consolidated net sales. A default in payment, a material reduction in purchases from these or any other large customers, or the loss of a large customer or customer groups could have a material adverse impact on our financial condition, results of operations and liquidity. In addition, trade receivables are subject to concentrations of credit risk with customers of specific industries which can be affected by a downturn in the economy. We estimate the receivables for which we do not expect full collection based on historical collection rates and ongoing evaluations of the creditworthiness of our customers including considerations of future macroeconomic expectations. An allowance is recorded in our consolidated financial statements for these estimated amounts. The concentration of customer credit risk is mitigated by the size and diversity of the customer base as well as its geographic dispersion. If a counterparty fails to fulfill its performance obligations under a derivative contract, our exposure will equal the fair value of the derivative. Generally, when the fair value of a derivative contract is positive, the counterparty owes the Company, thus creating a payment risk for the Company. We minimize counterparty credit or repayment risk by entering into these transactions with major financial institutions of investment grade credit rating. See Note K-” Financial Instruments and Fair Value Measurements” for additional information on our derivative contracts. If an RCF lender fails to fulfill its performance obligations, with respect to making funds available, under the credit agreement, Orion’s credit risk comprises a potential cash shortage/refinancing risk amounting to the respective bank's commitment amount. With regard to the allocation of the total RCF amount all the lenders ins the syndicate carry investment grade long-term credit ratings. See Note H-” Debt and Other Obligations” for additional information on our revolving credit facility We believe there is no significant concentration of risk as of December 31 ,2020. Note B. Recent Accounting Pronouncements Recently Adopted Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance as of January 1, 2021. The adoption of this guidance will not have a material impact on the Company's financial statements. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (ASU 2019-11). The amendments in this update represents changes to clarify, correct errors in, or improve the codification, and make the codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-11 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period after the issuance of ASU 2019-11 as long as the entity has adopted the amendments in ASU No. 2016-13. The Company adopted ASU 2019-11 as of January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s financial statements. 50 In August 2018, the FASB issued ASU No 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . The guidance changes the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. It eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent. The guidance is effective for financial statements issued for fiscal years ending after December 15, 2020 for public business entities and fiscal years ending after December 15, 2021 for all other entities. Early adoption is permitted. Entities will apply the amendments retrospectively. The Company adopted ASU No 2018-14 as of January 1, 2020. The adoption of this guidance did not have a significant impact on the Company's financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Financial Losses on Credit Instruments. The standard introduces a new "expected loss" impairment model that applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables and other financial assets. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. The new standard is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company adopted this standard on January 1, 2020. The adoption of this standard did not materially impact the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the potential impact the adoption of this standard will have on its financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The amendments in this update clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the potential impact the adoption of this standard will have on its financial statements. Note C. Leases Orion has entered into lease contracts as a lessee and is not acting as a lessor. The vast majority of Orion’s lease contracts are for operating lease assets such as rail cars, company cars, offices and office equipment. The recorded right-of-use assets as of December 31, 2020 amounted to $ 85.6 million, and the corresponding lease liabilities amounted to $ 86.6 million, of which $ 12.1 million were recorded within other current liabilities and $ 74.5 million as other liabilities in our Consolidated Balance Sheets. The weighted remaining average minimum lease period is 20.6 years. The undiscounted minimum lease payments are due in and reconcile to the discounted lease liabilities as follows: December 31, 2020 (In thousands) Next 12 months $ 12,077 1 to 2 years 10,890 2 to 3 years 9,976 3 to 4 years 8,330 4 to 5 years 7,212 More than 5 years 78,216 Total undiscounted minimum lease payments $ 126,701 Discount ( 40,099 ) Lease liability (current and non-current) $ 86,603 The weighted average discount rate applied to the lease liabilities is 4.01 %. 51 In September 2020, Orion commenced a district heating project with the utilities provider of its Cologne, Germany neighbor city of Hürth. The power plant is operated by Orion on a finance lease over a period of 25 years. During the third quarter of 2020, Orion recorded a right-of-use asset and a respective lease liability in an amount of $ 54.8 million. Finance lease costs for the years ended December 31, 2020 and 2019 were $ 2.3 million and $ 0.6 million, respectively, and aggregated depreciation expenses of the right-of-use assets were $ 1.4 million, and $ 0.5 million, respectively. Interest on lease liabilities of $ 0.9 million and $ 0.1 million were recorded for the years ended December 31, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of lease liabilities from finance leases was $ 1.9 million and $ 0.6 million for the years ended December 31, 2020 and 2019, respectively. Operating lease costs for the years ended December 31, 2020 and 2019 amounted in total to $ 11.6 million and $ 12.5 million, respectively, and were recorded as operating expenses under cost of sales, selling, general and administrative expenses and under research and development cost. Cash paid for amounts included in the measurement of lease liabilities from operating leases was $ 8.1 million and $ 8.6 million for the years ended December 31, 2020 and 2019, respectively, Orion entered into a forward-starting lease agreement in May 2020 for a new warehouse at our facility in Cologne, Germany. The lessor, a logistics and distribution service provider, is currently constructing the warehouse at our location, with the lease scheduled to commence in 2021 after construction is completed. The lease agreement will have a total of approximately $ 6 million in undiscounted future lease payments over the 10-year term of the lease. Note D. Inventories Inventories, net of obsolete, unmarketable and slow moving reserve, are as follows: December 31 2020 2019 (In thousands) Raw materials, consumables and supplies, net $ 57,011 $ 69,168 Work in process 322 148 Finished goods, net 84,128 95,483 Total $ 141,461 $ 164,799 Orion periodically reviews inventories for both obsolescence and loss in value. In this review, Orion makes assumptions about the future demand for and the future market value of the inventory and, based on these assumptions, estimates the amount of obsolete, unmarketable or slow moving inventory. The inventory reserve for obsolete, unmarketable and slow moving assets as of December 31, 2020 and 2019 amounted to $ 12.7 million and $ 6.7 million, respectively. In the periods ended December 31, 2020, 2019 and 2018, $ 9.0 million, $ 6.0 million and $ 1.9 million, respectively, were recognized as an expense for damaged and lost inventories. 52 Note E. Property, Plant and Equipment, and right-of-use assets Property, plant and equipment consists of the following: December 31, 2020 2019 (In thousands) Land $ 35,000 $ 33,654 Land rights and buildings 101,931 94,157 Plant and machinery 833,235 725,203 Other equipment, furniture and fixtures 37,564 30,965 Prepayments and construction in progress 176,323 138,374 Total property, plant and equipment 1,184,054 1,022,354 Less: accumulated depreciation 573,524 488,300 Net property, plant and equipment $ 610,530 $ 534,054 Depreciation expense was $ 81.0 million, $ 75.3 million and $ 78.2 million for fiscal years ending December 31, 2020, 2019 and 2018, respectively. Property, plant and equipment amounts include remeasurements due to the finalization of purchase price accounting in the third quarter of 2019 related to the acquisition of SN2A (see Note I. Business Combinations, Goodwill and Intangible Assets ). The value of right-of-use assets as of December 31, 2020 was $ 101.5 million. With accumulated depreciation of $ 15.8 million, the net carrying amount is $ 85.6 million as of December 31, 2020. Depreciation expense for right-of-use assets was $ 7.3 million and $ 8.5 million for fiscal years 2020 and 2019 , respectively. Note F. Prepaid and other assets December 31 2020 2019 Total Thereof current Thereof non‑current Total Thereof current Thereof non‑current (In thousands) Miscellaneous other receivables $ 42,116 $ 41,777 $ 339 $ 36,531 $ 36,189 $ 342 Prepaid expenses 5,292 2,674 2,617 4,529 1,170 3,359 Total $ 47,408 $ 44,452 $ 2,956 $ 41,059 $ 37,358 $ 3,701 Miscellaneous other receivables were primarily VAT ($ 23.0 million and $ 21.5 million as at December 31, 2020 and 2019, respectively), advance payments ($ 2.9 million and $ 1.2 million as of December 31, 2020, and 2019, respectively), down payments ($ 2.3 million and $ 3.1 million as of December 31, 2020 and 2019, respectively), refundable environmental taxes prepaid ($ 0.9 million and $ 3.2 million as of December 31, 2020 and 2019, respectively) and guarantee deposits ($ 1.4 million and $ 1.4 million as of December 31, 2020 and 2019, respectively). Prepaid expenses primarily include other unamortized transaction costs of $ 3.0 million and $ 3.4 million as of December 31, 2020 and 2019, respectively, (of which $ 2.3 million and $ 2.8 million, respectively, are non-current) incurred in connection with the revolving credit facility that has not been drawn by the respective reporting dates. 53 Note G. Accounts Receivable The company accounts receivable are as follows: December 31 2020 2019 (In thousands) Accounts receivable $ 240,590 $ 219,197 Expected credit losses ( 5,794 ) ( 6,632 ) Accounts receivable, net of expected credit losses $ 234,796 $ 212,565 The company allowance for credit losses are as follows: 2020 2019 (In thousands) Allowance for credit losses as of January 1, $ ( 6,632 ) $ ( 5,081 ) Credit loss expense ( 3,965 ) ( 3,703 ) Credit loss income and utilization 4,924 1,209 Foreign currency translation effects ( 120 ) 943 Allowance for credit losses as of December 31, $ ( 5,794 ) $ ( 6,632 ) Note H. Debt and Other Obligations The company arrangements are as follows: December 31 2020 2019 (In thousands) Current Term loan $ 8,479 $ 8,057 Deferred debt issuance costs-term loan ( 1,500 ) ( 1,409 ) Other short-term debt and obligations 75,640 29,762 Current portion of long-term debt and other financial liabilities 82,618 36,410 Non-current Term loan 659,502 634,994 Deferred debt issuance costs-term loan ( 3,676 ) ( 4,733 ) Other long-term debt and obligations — — Long-term debt, net 655,826 630,261 Total $ 738,444 $ 666,671 (a) Term Loan In 2014, Orion entered into an $ 895.0 million term loan credit facility (“Credit Agreement”), which was allocated to a term loan facility denominated in U.S. dollars of $ 358.0 million and a term loan facility denominated in Euros of € 399.0 million with both having an original maturity date of July 25, 2021 (the “Term Loans”). Initial interest was calculated based on three-month EURIBOR (for the euro denominated loan), or three-month USD-LIBOR (for the U.S. dollar denominated loan) plus a 3.75 % - 4.00 % margin depending on the Company’s net leverage ratio. For both EURIBOR and USD-LIBOR, a floor of 1.0 % applied. At least 1.0 % of the principal amount is required to be repaid per annum. Orion repriced the Term Loans during the years 2016 to 2018, achieving a significant reduction of both interest margins to currently 2.00 % for the U.S. dollar term loan and 2.25 % for the Euro term loan. In addition, the interest margin is no longer linked to Orion's net leverage ratio and the EURIBOR and USD-LIBOR floors were eliminated. The duration of both Term Loans was extended to July 25, 2024. Other provisions of the Credit Agreement relating to the Term Loans remained unchanged. 54 Transaction costs incurred directly in connection with the Term Loans reduce their carrying amount and are amortized as finance costs over the term of the loans. Transaction costs incurred in connection with the subsequent modifications of the Term Loan were directly expensed as incurred as the modified terms were not substantially different. In connection with the repricing described above further transaction costs of $ 0.7 million in 2018 were incurred and directly expensed. For the years ended December 31, 2020, 2019 and 2018 an amount of $ 1.4 million , $ 1.4 million and $ 1.4 million , respectively, related to capitalized transaction costs was amortized and recognized as finance costs in this regard. In May 2018, Orion entered into a $ 235.0 million cross currency swap to synthetically convert its U.S. dollar liabilities into euro liabilities. This swap transaction impacts both principal and interest payments associated with debt service and results in a further annual interest payments savings of approximately $ 4.7 million. The swap became effective on May 15, 2018 and will expire on July 25, 2024, in line with maturity of the term loan. As part of our financial risk strategy, on December 30, 2020, we exited $ 38.0 million and $ 30 million in cross currency swaps, with maturity dates of 2024 and 2021, respectively, at a loss of approximately $ 6.3 million. A portion of the U.S. dollar-denominated term loan was designated as a hedge of the net investment in a foreign operation to reduce the Company's foreign currency exposure. Since January 1, 2015 the Company had designated $ 180.0 million of the total U.S. dollar-denominated term loan held by a Germany based subsidiary as the hedging instrument to hedge the change in net assets of a U.S. subsidiary, which is held by a Germany based subsidiary, to manage foreign currency risk. Due to the new hedging approach and the new cross currency swap as described above, hedge accounting for the net investment hedge was discontinued on May 15, 2018. An unrealized loss of $ 2.2 million remains within other comprehensive income until it is recycled through profit and loss upon divestment of the hedged item. The carrying value of the Term Loans as of December 31, 2020 includes the nominal amount of the Term Loans plus accrued unpaid interest less deferred debt issuance costs - term loan of $ 5.2 million (December 31, 2019: $ 6.1 million). (b) Revolving credit facility To fund operating activities and generally safeguard the Company’s liquidity, the Company has entered into an RCF. In 2014, the Company entered into a € 115.0 million multicurrency revolving credit facility with an original maturity date of July 25, 2019. Interest is calculated based on EURIBOR (for euro drawings), and USD-LIBOR (for U.S. Dollar drawings) plus 2.5 % - 3.0 % margin (depending on leverage ratio). Transaction costs in the amount of $ 3.3 million originally incurred in connection with the RCF were recorded as deferred expenses and amortized as finance costs on a straight-line basis over the term of the facility (until July 25, 2019). An amendment to the RCF entered into in May 2017 (i) reduced the commitment fee paid on the unused commitments from 40 % of the Applicable Rate (as defined in the Credit Agreement) to 35 % of the Applicable Rate, (ii) extended the maturity date for the RCF to April 25, 2021 and (iii) increased the aggregate amount of revolving credit commitments to € 175.0 million. All other terms of the Credit Agreement remained unchanged. Transaction costs in conjunction with the RCF of $ 2.3 million related to the 2017 amendment to the Credit Agreement are recorded as deferred expenses and amortized as finance costs on a straight-line basis over the term of the facility (until April 25, 2021). In April 2019, the Company entered into an amendment to the RCF, effective April 10, 2019, which: (i) extended the maturity date for the RCF by three years to April 25, 2024, (ii) increased the aggregate amount of revolving credit commitments in Euro by € 75.0 million to EUR € 250.0 million, and (iii) reduced revolving credit interest expense using a revised pricing grid with lower Applicable Rates (credit spreads). As of December 31, 2020, the Company’s net leverage ratio was 3.4 x, which corresponds to an Applicable Margin of 2.70 . All other terms of the RCF remained substantially unchanged, including the commitment fee, which remains at 35 % of applicable margin. As of December 31, 2020 and 2019, no RCF borrowings, as defined in the Credit Agreement, had been drawn, while $ 70.3 million and $ 28.6 million, respectively, in borrowings under ancillary facilities reduced the overall amount available under the RCF to $ 236.5 million . Letters of credit can be issued for the amount available under the RCF and ancillary facilities. The weighted average interest rates on short term borrowings as of December 31, 2020 and 2019 were 2.48 % and 2.51 %, respectively. For the years ended December 31, 2020 , 2019 and 2018 transaction costs of $ 0.6 million, $ 0.7 million and $ 0.8 million. respectively, were amortized. Unamortized transaction costs that were incurred in conjunction with the RCF in July 2014, the amendment on May 30, 2017 and the amendment on April 2, 2019, amount to $ 3.0 million as of December 31, 2020. Unamortized transaction costs as of December 31 , 2019 amo unted to $ 3.4 million and were incurred in conjunction with the RCF in July 2014 and the amendment on May 30, 2017. 55 (c) Local bank loans and other short term borrowings As of December 31, 2020, the Company had partly drawn its uncommitted local credit lines in Korea of $ 4.6 million and Brazil amounting to $ 0.8 million . Neither facility had any borrowings as of December 31, 2019. The Company had also established ancillary credit facilities by converting the commitments of select lenders under the € 250.0 million RCF into bilateral credit agreements (usually overdraft facilities). Borrowings under ancillary lines reduce availability under the RCF but do not count toward debt drawn under the RCF for the purposes of determining whether the financial covenant under the Credit Agreement must be tested. As of December 31, 2020, the ancillary facilities had $ 70.3 million (as of December 31, 2019: $ 26.4 million ) outstanding. The general terms of these ancillary credit facilities are linked to the terms in the RCF. During the second quarter 2020, the Company established two additional ancillary facilities in an aggregate amount of € 40 million (bringing the number of RCF banks with whom ancillary facilities have been established to six out of ten banks and total ancillary borrowings to € 170 million). Since June 30, 2020, the Company had converted 68 % of its RCF into ancillary capacity, resulting in an ability to borrow the full amount of commitments under the RCF at any net leverage level. Using exchange rates applicable as of December 31, 2020 , the € 250 million RCF amounted to approximately $ 307 million. By converting the existing RCF commitments of select bank group participants, Orion has established local ancillary credit facilities for OEC GmbH and OEC LLC. As of December 31, 2020, the OEC GmbH facility had $ 43.5 million (prior year: $ 26.4 million ) outstanding and the OEC LLC facility had $ 26.8 million (prior year: $ 2.2 million ) outstanding. Future Years Payment Schedule The following table shows the residual terms of our Term Loan and its impact on our cash flows based on the agreed maturity date, the repayment schedule, and the total interest amounts. Implied three months Euro forward interest rates and implied U.S Dollar forward interest rates as applicable on December 31, 2020 were used to calculate the repayment amounts. Interest Scheduled Repayment Total (In millions) 2021 $ 15.0 $ 8.5 $ 23.5 2022 14.9 8.5 23.3 2023 15.1 8.5 23.6 2024 8.9 642.5 651.4 Total $ 53.9 $ 668.0 $ 721.8 Covenant Compliance The Credit Agreement contains certain non-financial covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to (i) incur additional debt, (ii) pay dividends, repurchase shares or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) to pay dividends or to make other payments to the Company, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets. These covenants are subject to significant exceptions and qualifications. In addition, there is one financial covenant under the Credit Agreement, the First Lien Leverage Ratio (“FLLR”), defined as Consolidated First Lien Debt divided by Consolidated Adjusted EBITDA for the trailing twelve months (“TTM”). The FLLR is not permitted to exceed 5.5 x TTM EBITDA and is tested each quarter RCF utilization exceeds 35 %, as defined in the Credit Agreement (the “Covenant Trigger”). Notably, not all debt counts toward RCF utilization for purposes of calculating the Covenant Trigger, namely, term debt, debt drawn under ancillary credit facility lines and debt drawn under any uncommitted local credit lines are excluded. FLLR, Consolidated First Lien Debt and Consolidated Adjusted EBITDA have the meanings given to them in the Credit Agreement. 56 Note I. Business Combinations, Goodwill and Intangible Assets Business Combination On October 31, 2018, the acquisition for 100 % of shares of the acetylene carbon black manufacturer Société du Noir d'Acétylène de l'Aubette, SAS (“SN2A”) from LyondellBasell Industries Holdings B.V. was completed. The acquisition was accounted for as a business combination. The acquisition had an aggregate purchase price of $ 36.8 million. This acquisition is expected to strengthen the Company's position in the Specialty Carbon Black market by adding acetylene carbon black to its product portfolio. In finalizing the purchase price accounting during the third quarter of 2019, the previously disclosed purchase price allocation as of the closing date was updated to reflect adjustments existing at the acquisition date and identified during the measurement period under ASC 805 - Business Combinations. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: (in thousands) Assets Cash $ 213 Other current assets 176 Accounts receivables 1,578 Inventories 924 Property, plant and equipment 5,317 Intangible assets 12,766 Total assets acquired $ 20,974 Liabilities Current liabilities $ 2,488 Deferred tax liabilities 4,716 Total liabilities assumed $ 7,204 Net assets acquired $ 13,770 Consideration: Cash consideration paid $ 36,784 Goodwill $ 23,014 The acquisition was accounted for using the acquisition method. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the acquisition date. During the quarter ended September 30, 2019, we completed the purchase accounting for the acquisition of SN2A and we reduced the total fair value of intangible assets acquired from $ 44.3 million to $ 12.8 million based on an improved understanding of the allocation of future expected cash flows since the date of acquisition including an adjustment to the applied discount rate aligned to target specific considerations. In addition, we reduced the fair value of acquired property, plant and equipment from $ 5.8 million to $ 5.3 million due to third party appraisals and we reduced the related deferred tax liabilities from $ 13.7 million by $ 9.0 million to $ 4.7 million accordingly to reflect the impact of changes in fair values of the tangible and intangible assets. These changes resulted in $ 23.0 million of goodwill being recorded and allocated to our Specialty Carbon Black Segment. We also recorded a reduction in depreciation and amortization expense of $ 1.0 million and an increase in net income of $ 0.7 million respectively, in the third quarter of fiscal 2019 related to prior periods as a result of the changes in fair values of tangible and intangible assets and the associated deferred tax liabilities. The fair values of identifiable assets and liabilities acquired were developed with the assistance of a third-party valuation firm. The fair value of acquired property, plant and equipment is valued at its "value-in-use" as there are no known plans to dispose of any assets. The fair value of acquired identifiable intangible assets was determined using the "income approach" on an individual asset basis. The key assumptions used in the calculation of the discounted cash flows include projected revenues, gross margin, operating expenses, and discount rate. The valuations and the underlying assumptions have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. 57 Goodwill The carrying amount of goodwill attributable to each reportable segment for period ended December 31, 2020 is as follows: Goodwill Rubber Specialty Total (In thousands) Balance as of January 1, 2019 $ 31,550 $ 23,996 $ 55,546 Goodwill recorded in SN2A acquisition — 23,014 23,014 Foreign currency impact ( 595 ) ( 624 ) ( 1,220 ) Balance as of December 31, 2019 $ 30,955 $ 46,385 $ 77,341 Foreign currency impact 2,857 4,282 7,139 Balance as of December 31, 2020 $ 33,812 $ 50,667 $ 84,480 Qualitative impairment testing performed during the fiscal year for the Rubber and Specialty reporting units did no t indicate a goodwill impairment. Intangible Assets The following table provides information regarding Orion's intangible assets: December 31, 2020 2019 Gross Carrying Value Accumulated Amortization Net Intangible Assets Gross Carrying Value Accumulated Amortization Net Intangible Assets (In thousands) Developed technology and patents $ 69,419 $ 46,229 $ 23,189 $ 62,870 $ 37,402 $ 25,468 Customer relationships 83,055 75,985 7,070 76,531 69,514 7,017 Trademarks 21,106 13,142 7,964 19,322 10,764 8,558 Long-term contracts 8,156 1,260 6,896 7,430 630 6,800 Other intangible assets 53,845 52,192 1,653 52,708 49,955 2,753 Total intangible assets $ 235,581 $ 188,809 $ 46,772 $ 218,862 $ 168,266 $ 50,596 Intangible assets are amortized over their estimated useful lives, which range from 3 to 15 years. The weighted average amortization period for all intangible assets as of December 31, 2020 and 2019 was 9.8 years and 8.4 years, respectively. Amortization expense for the years ended December 31, 2020, 2019 and 2018 was $ 8.2 million, $ 12.9 million and $ 20.0 million, respectively, and is included in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations. Intangible assets include remeasurements due to the purchase price adjustment in the third quarter of 2019 of SN2A acquisition (see Note I. “ Business Combinations, Goodwill and Intangible Assets” The estimated aggregate amortization expense for intangible assets for the fiscal years ending December 31, 2021 to 2025 and thereafter are as follows: Year (In thousands) 2021 $ 7,899 2022 7,251 2023 6,882 2024 6,812 2025 6,748 Thereafter 11,180 Total aggregated amortization $ 46,772 58 Note J. Accruals and Other Liabilities Current accrued liabilities consist of the following: December 31 2020 2019 (In thousands) Accrued employee compensation $ 21,635 $ 24,746 Accrued liabilities for sales and procurement 6,968 3,274 Accrued liabilities for restructuring 8,039 4,765 Other accrued liabilities 12,535 12,145 Total $ 49,176 $ 44,931 Other current liabilities consist of the following: December 31 2020 2019 (In thousands) Employee related liabilities $ 6,581 $ 4,787 Customer down payments 922 1,018 Liabilities for environmental tax 385 4,824 Liabilities for withholding tax 155 1,417 Liabilities for VAT 675 555 Liabilities for property tax 785 — Liabilities for outstanding invoices 7,112 5,902 Liabilities for leases 12,077 7,598 Other current liabilities 7,983 6,407 Total $ 36,676 $ 32,509 Other long-term liabilities consist of the following: December 31 2020 2019 (In thousands) Employee related liabilities $ 5,855 $ 5,740 Liabilities for asset retirement obligation 1,666 2,938 Environmental protection liabilities 1,250 1,240 Liabilities for leases 74,526 21,463 Other non-current liabilities 22,833 9,320 Total $ 106,131 $ 40,701 For the years ended December 31, 2020 and 2019 no liabilities for ARO's were settled. Note K. Financial Instruments and Fair Value Measurement The Company measures financial instruments, such as derivatives, at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques, including cash flow and present value methods, that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The FASB authoritative guidance on fair value measurements defines fair value, provides a framework for measuring fair value, and requires certain disclosures about fair value measurements. The required disclosures focus on the inputs used to measure fair value. The guidance establishes the following hierarchy for categorizing these inputs: Level 1 — Unadjusted quoted market prices in active markets for identical assets or liabilities that the entity can access at the measurement date. 59 Level 2 — Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices such as quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves), and market-corroborated inputs. Level 3 — Unobservable inputs for the asset or liability. For financial assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. There were no transfers of assets measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during fiscal 2020 or 2019. The following table shows the fair value measurement based on observable inputs such as interest rates and are classified as Level 2 within the fair value hierarchy: December 31 Derivative Fair Value Hierarchy 2020 2019 (In thousands) Receivables from hedges/ derivatives $ 195 $ 8,436 Prepaid expenses and other current assets FX hedges Level 2 195 8,434 Other financial assets (non-current) Level 2 — 1 Liabilities from derivatives $ 23,127 $ 9,425 Other current liabilities FX hedges Level 2 296 109 Other liabilities (non-current) Cross currency and interest rate swaps Level 2 22,831 9,316 Term loan Level 2 $ 667,980 $ 643,051 Local bank loans Level 2 $ 75,640 $ 29,762 At both December 31, 2020 and 2019, the fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short term borrowings and variable rate debt approximated their carrying values due to the short-term nature of these instruments. See Note L- Accounting for Derivative Instruments and Hedging Activities for additional information related to derivatives and fair value. Note L. Accounting for Derivative Instruments and Hedging Activities Risk management The Company’s business operations are exposed to changes in interest rates, foreign currency exchange rates and commodity prices because the Company finances certain operations through long and short-term borrowings, denominates transactions in a variety of foreign currencies and purchases certain commoditized raw materials. Changes in these rates and prices may have an impact on future cash flows and earnings. The Company manages these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company has policies governing the use of derivative instruments and does not enter into financial instruments for trading or speculative purposes. By using derivative instruments, the Company is subject to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, the Company’s credit risk will equal the fair value of the derivative. Generally, when the fair value of a derivative contract is positive, the counterparty owes the Company, thus creating a payment risk for the Company. The Company minimizes counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating. The Company’s exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow. No significant concentration of credit risk existed as of December 31, 2020 and 2019. Cash flow hedge The Company has designated, as of November 28, 2014 the entire interest rate caps entered in 2014 and denominated in Euro with an initial nominal amount of € 375.0 million against the Term Loan tranches denominated in Euro with an initial nominal amount of 60 € 399.0 million, as well as the entire interest rate caps entered in 2014 and denominated in USD with an initial nominal amount of $ 350.0 million against Term Loan tranches denominated in USD with an initial nominal amount of $ 358.0 million with respect to quarterly interest payments exceeding a three months EURIBOR rate of 1.0 % and a three months USD-LIBOR rate of 2.5 % respectively. On November 14, 2017 the Company acquired floored forward interest rate swaps to hedge interest rate risk on current Euro-denominated term loan financing. On May 15, 2018 the Company entered into a $ 235.0 million cross-currency swap to hedge interest rate risk on current USD-denominated term loan financing which replaced the USD-denominated Caps terminated on May 14, 2018. In December 2020, the Company unwound $ 38.0 million of the $ 235.0 million cross currency swap maturing in 2024 at a realized loss of approximately $ 2.4 million. In a separate transaction occurring in December 2020, the Company unwound a $ 30 million swap maturing in 2021 at a realized loss of approximately $ 3.9 million. The Company designated the Euro-denominated interest rate caps, the Euro-denominated interest rate swap at closing in November 2017 and the cross-currency swaps at closing in May 2018 in the same manner. The Company has performed a hedge effectiveness test based on the critical terms match method (prospectively) and the dollar offset test (retrospectively), both on designation date and as of December 31, 2020, which confirmed hedge effectiveness. Net Investment Hedge For net investment hedges, changes in the fair value of the effective portion of the derivatives’ gains or losses are reported as foreign currency translation gains or losses in AOCI while changes in the ineffective portion are reported in earnings. Effectiveness is assessed based on the hypothetical derivative method. The gains or losses on derivative instruments reported in AOCI are reclassified to earnings in the period in which earnings are affected by the underlying item, such as a disposal or substantial liquidations of the entities being hedged. To reduce the Company's foreign currency exposure a portion of the U.S. Dollar denominated Term Loan was designated as a hedge of net investment in a foreign operation. Since January 1, 2015, the Company had designated $ 180.0 million of the total USD denominated term loan held by a Germany-based subsidiary as the hedging instrument to hedge the change in net assets of a US subsidiary, which is held by a Germany-based subsidiary, to manage foreign currency risk. Due to the new hedging approach and the new cross currency swap as described above, hedge accounting for the net investment hedge was discontinued on May 15, 2018. An unrealized loss of $ 2.2 million remains within other comprehensive income until it is recycled through profit and loss upon divestment of the hedged item. See Note K- ”Financial Instruments and Fair Value Measurement” for additional information related to derivatives and fair value. Note M. Employee Benefit Plans Provisions are established to cover defined benefit plans for retirement, disability and surviving dependents’ pensions. The benefit obligations vary depending on the legal, tax and economic circumstances in the various countries in which the Company operates. Generally, the level of benefit depends on the length of service and the remuneration. In 2020 and 2019, Germany accounted for approximately 93.3 % and 91.8 %, respectively, of provisions for projected defined benefit pension plan obligations. There are also defined contribution pension plans in Germany and the United States for which the Company makes regular contributions to off-balance sheet pension funds managed by third party insurance companies. In South Korea, the company’s pension plan provides, at the option of employees for either projected benefit or defined contribution benefits. Plan assets relating to this plan reduce the pension provision disclosed. Obligations and Funded Status The following provides information about projected benefit obligations, plan assets, the funded status and weighted-average assumptions of the defined benefit pension plan: 61 Change in Projected Benefit Obligation December 31 2020 2019 (In thousands) Present value of projected benefit obligation at the beginning of the year $ 79,389 $ 67,623 Actuarial (gain)/ loss 4,926 11,983 Service cost 561 588 Interest cost 1,185 1,694 Benefits paid ( 1,680 ) ( 1,346 ) Other — — Curtailments, settlements, special and contractual termination benefits — — Currency translation 6,878 ( 1,153 ) Present value of projected benefit obligation at the end of the year $ 91,259 $ 79,389 Based on the weighted Macaulay method the projected benefit obligation has a duration of 21.0 years (prior year: 21.0 years). Change in Plan Assets December 31 2020 2019 (In thousands) Fair value of plan assets at the beginning of the year $ 6,580 $ 6,391 Actual return on plan assets 125 119 Employer contributions 275 552 Actuarial gain/(loss) — — Benefits paid ( 525 ) ( 277 ) Settlement — — Other adjustments — — Currency translation 377 ( 205 ) Fair value of plan assets at the end of the year $ 6,831 $ 6,580 The plan assets are held by Orion Engineered Carbons Co. Ltd. Korea, Bupyeong-gu, South Korea, and relate to qualifying insurance policies. These insurance policies do not have a quoted market price. The actual return on plan assets amounted to $ 0.1 million and $ 0.1 million for the years ended December 31, 2020 and 2019, respectively. Net Funded Status December 31 2020 2019 (In thousands) Projected benefit obligation $ 91,259 $ 79,389 Fair value of plan assets 6,831 6,580 Net funded status $ 84,428 $ 72,809 Amount Recognized in the Consolidated Balance Sheets December 31 2020 2019 (In thousands) Non-current assets $ — $ — Current liabilities 1,118 908 Non-current liabilities 83,310 71,901 Net liability recognized - pension plans $ 84,428 $ 72,809 62 Pension Assumptions and Strategy The assumptions in the table below were used in the actuarial valuation of the underlying the obligations: Assumptions December 31 2020 2019 Discount rate 0.6 % 1.0 % Expected long-term rate of return on plan assets 2.0 % 2.0 % Rate of compensation/salary increase 3.0 % 3.0 % Future pension increase 1.5 % 1.5 % Mortality Heubeck 2018G Heubeck 2018G Mortality is based on Heubeck guidelines, the generally accepted biometric calculation bases for the balance sheet valuation of pension obligations in Germany. A 0.5 % increase or decrease in the discount rate or in the future pension increase would have impacted the projected benefit obligation as follows: Sensitivities December 31, 2020 Discount rate Future pension increase 0.5% decrease 0.5% increase 0.5% decrease 0.5% increase (In thousands) Impact on projected benefit obligation $ 8,779 $ ( 7,612 ) $ ( 11,527 ) $ 12,797 Net Periodic Pension Cost (Benefit) Years Ended December 31, 2020 2019 2018 (In thousands) Service cost $ 561 $ 588 $ 604 Interest cost 1,185 1,694 1,758 Expected return on plan assets ( 125 ) ( 119 ) ( 174 ) Past service cost/(income) and other adjustments — — 253 Net periodic pension cost $ 1,621 $ 2,163 $ 2,441 Effective at the end of 2013, all defined benefit plans in Germany were modified to close access to new participants and freeze benefits accrued under these plans at December 31, 2013 levels. Interest expense on the frozen obligation relating to these plans will continue to accrue. In addition, one program during the year ended December 31, 2016 ceased due to the closure of our Ambès (France) plant. The total expected defined benefit pension contribution amounts to $ 1.7 million in 2020. The Company paid $ 12.5 million, $ 13.9 million and $ 12.8 million for the years ended December 31, 2020, 2019 and 2018, respectively, for state defined contribution pension schemes (statutory pension insurance) in Germany and other countries. This amount is also recognized as personnel expenses. Estimated Future Benefit Payments The Company expects that the following benefit payments will be made to plan participants in the years from 2021 to 2030: Benefit payments (In thousands) 2021 $ 1,579 2022 $ 1,990 2023 $ 2,116 2024 $ 2,814 2025 $ 2,551 2026 - 2030 $ 14,251 The Company does not anticipate making funding contributions to the Pension Plan in 2021. 63 Amounts Recognized in Accumulated Other Comprehensive (Income)/Loss Overall net actuarial loss amounted to $ 5.3 million and comprises $ 4.9 million pension-related and $ 0.4 million o ther personnel-related costs. Amounts recognized in AOCI as of December 31, 2020 and 2019 related to the Company's defined benefit pension plan were as follows: Accumulated Other Comprehensive (Income) / Loss December 31 2020 2019 (In thousands) Net actuarial (gain) loss $ 4,926 $ 11,983 Net prior service cost — — Balance in accumulated other comprehensive (income) / loss $ 4,926 $ 11,983 The estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2021: 2021 (In thousands) Net actuarial (gain) loss $ 4,999 Prior service cost (credit) — Net amount recognized $ 4,999 Plan Assets The fair value (all Level 2) of Orion's pension plan assets as of December 31, 2020 and 2019, by asset category, is as follows: December 31 2020 2019 (In thousands) Other securities 6,831 6,580 Total pension plan assets $ 6,831 $ 6,580 Defined Contribution Plans We provide tax-qualified retirement contribution plans in the United States for the benefit of all full-time employees. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis. For the years ended December 31, 2020, 2019 and 2018 the Company contributions to the Employee Savings Plans were $ 2.6 million, $ 2.9 million and $ 2.9 million, respectively. Note N. Stock-Based Compensation On an annual basis since 2015, the Company has implemented a long-term incentive plan ("LTIP") which grants awards to employees and officers selected by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Performance-based Restricted Stock Unit (“PSU”) awards are earned based on achievement against one or more performance metrics established by the Compensation Committee in respect of a specified performance period. Earned PSUs range from zero to a specified maximum percentage of a participant’s target award based on the achievement of applicable performance metrics, and are subject to vesting terms based on continued employment. All PSUs are granted under, and are subject to the terms and conditions of, the Company’s 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Company also issues Restricted Stock Units (“RSU”) in certain instances, under the LTIP plans, as sign-on incentives and one-time grants for employees who are non-participants in the LTIP plans. These RSUs vest ratably over a three-year period and vesting occurs on the anniversary of the hire date related to the sign-on grants and the grant date for the grants to employees who are non-participants in the LTIP plans. Under the LTIP plans, the PSU vesting period is three years with cliff vesting occurring on December 31 of the second full year subsequent to the date of the grant. For example, if a PSU grant was issued in June 2020 the PSUs would fully vest on December 31, 2022 with no ratable vesting during the vesting period. The RSUs vesting period is ratably over three years starting on January 1 in the year of the grant. For example, the employee would earn one third of the RSU on December 31 starting in the year of the grant and the remaining two thirds each December 31 for 2 years immediately subsequent to the year of the grant. 64 In April 2018, the Compensation Committee established a stock compensation plan for the Board of Directors under the existing Omnibus Incentive Compensation Plan. The following table provides detail as to expenses recorded within operating income with respect to stock based compensation: Years Ended December 31, 2020 2019 2018 (In thousands) 2015 Plan $ — $ — $ 777 2016 Plan — 1,083 4,566 2017 Plan — 3,016 5,052 Stock compensation plan for Board of Directors 400 561 563 2018 Plan 2,094 3,435 2,961 Individual RSU incentive 544 453 — 2019 Plan 871 891 — 2020 Plan 525 — — Total expenses $ 4,434 $ 9,438 $ 13,919 In the following table summarizes the activity of our PSUs within year ended December 31, 2020: Period granted Performance period PSUs outstanding at January 1, PSUs granted Performance based adjustment PSUs settled PSUs forfeited PSUs outstanding at December 31, PSUs expected to vest Weighted average grant date fair value 2017 2017 - 2019 418,252 — ( 40,087 ) ( 378,165 ) — — — $ 24.89 2018 2018 - 2020 355,766 — ( 351,406 ) — ( 4,360 ) — — $ 39.24 2019 2019 - 2021 229,727 1,278 — — ( 20,253 ) 210,753 102,217 $ 11.48 2020 2020 - 2022 — 289,628 — — ( 2,029 ) 287,599 202,766 $ 11.60 Total 2020 1,003,745 290,906 ( 391,493 ) ( 378,165 ) ( 26,642 ) 498,352 304,984 Total 2019 1,594,990 332,891 299,499 ( 977,106 ) ( 246,529 ) 1,003,745 917,255 Total 2018 1,610,894 450,977 110,215 ( 557,337 ) ( 19,759 ) 1,594,990 1,556,011 In the following table summarizes the activity of our RSUs within year ended December 31, 2020: Period granted Vesting period RSUs outstanding January 1, RSUs granted Performance based adjustment RSUs settled RSUs forfeited RSUs outstanding at December 31, RSUs expected to vest Weighted average grant date fair value Individual RSU incentive: 2018 2018 - 2021 23,878 — — — — 23,878 23,878 $ 25.81 2019 2019 - 2022 45,257 — — — — 45,257 45,257 $ 15.89 2020 2020-2023 — 19,000 — — — 19,000 19,000 $ 12.78 LTIP Plans: 2019 2019 - 2021 128,447 1,278 — — ( 8,057 ) 121,669 121,770 $ 14.74 2020 2020 - 2022 — 162,652 — — ( 2,029 ) 160,623 155,825 $ 12.51 Total 2020 197,582 182,930 — — ( 10,086 ) 370,427 365,730 Total 2019 35,817 219,197 — ( 11,939 ) ( 45,493 ) 197,582 197,582 Total 2018 — 35,817 — — — 35,817 35,817 Certain members of our Board of Directors receive compensation in form of restricted shares (“RSs”) in accordance with the 2014 Non-employee Director Plan. Under this plan 78,656 RSs are currently outstanding. The RSs will vest and become non-forfeitable on the first anniversary of the grant date. 65 As of December 31, 2020, we had unrecognized compensation cost of $ 5.1 million, based on the target amounts, related to unvested PSUs, RSUs and RSs, which is expected to be recognized over a weighted average period of 1.5 years. The closing price of the Company's shares and therefore the intrinsic value of one PSU or RSU outstanding was $ 17.14 as of December 31, 2020, $ 19.30 as of December 31, 2019 and $ 25.28 as of December 31, 2018. Total intrinsic value of PSUs and RSUs amounted to $ 14.9 million, $ 23.2 million and $ 41.2 million as of December 31, 2020, 2019, and 2018 respectively. The following table lists the inputs to the valuation model used for calculating the grant date fair values under the 2020, 2019 and 2018 Plans: 2020 Plan PSU 2019 Plan PSU 2018 Plan PSU Expected term (in years) 3 3 3 Dividend yield (%) — % 4.65 % 1.94 % Expected volatility OEC (%) 60.84 % 33.30 % 30.22 % Expected volatility peer group (%) 33.22 % 17.62 % 20.09 % Correlation 0.7227 0.5205 0.3659 Risk-free interest rate (%) 0.14 % 1.83 % 1.46 % Model used Monte Carlo Monte Carlo Monte Carlo Weighted average fair value of PSUs granted $ 11.60 $ 11.48 $ 39.24 In March 2020, 378,165 PSUs (including a performance adjustment reduction of 40,087 PSUs) were settled for the 2017 Plan. In April 2019, 977,106 PSUs (including performance adjustment of 299,499 PSUs) were exercised for the 2016 Plan. In April 2018, 557,337 PSUs (including performance adjustment of 110,215 PSUs) were exercised for the 2015 Plan. The expected term of share awards represents the weighted average period the share awards are expected to remain outstanding. The remaining contractual terms of share units outstanding is December 2021 for the 2019 Plan and December 2022 for the 2020 Plan. The Company used a combination of historical and implied volatility of its traded shares, or blended volatility, in deriving the expected volatility assumption. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of stock options. The dividend yield assumption is based on the Company's history. Stock-based compensation expense is comprised of the following line items: Years Ended December 31, 2020 2019 2018 (In thousands) Cost of sales $ 299 $ 139 $ 55 Selling expenses 462 1,412 2,711 General and administrative expenses 3,408 7,364 10,394 Research and development costs 265 523 759 Stock-based compensation expense $ 4,434 $ 9,438 $ 13,919 The assumption for estimating expected forfeitures is based on previous experience and based on a 3 % rate per year. Actual forfeitures are recorded as they occur. For the full year 2020 expenses recorded in prior years for 2018 and 2019 Plan were partially reversed as the performance condition for the EBITDA and ROCE metrics are no longer expected to be met. 66 Note O. Restructuring Expenses Details of all restructuring activities and the related reserves for December 31, 2020, 2019 and 2018 were as follows: Personnel expenses Demolition and Removal costs Ground remediation costs Other Total (In thousands) Provision at January 1, 2018 $ 646 $ 2,824 $ 4,317 $ 930 $ 8,717 Charges 7,586 1,978 2,919 3,137 15,620 Cost charged against liabilities (assets) ( 324 ) ( 14 ) ( 833 ) ( 8 ) ( 1,180 ) Cash paid ( 5,825 ) ( 2,182 ) ( 3,259 ) ( 3,202 ) ( 14,468 ) Foreign currency translation adjustment 252 ( 64 ) ( 206 ) ( 13 ) ( 32 ) Provision at December 31, 2018 2,334 2,541 2,939 844 8,658 Charges 2,801 9 268 2 3,080 Cost charged against liabilities (assets) — — — — — Cash paid ( 1,727 ) ( 1,953 ) ( 2,610 ) ( 508 ) ( 6,798 ) Foreign currency translation adjustment ( 9 ) ( 36 ) ( 109 ) ( 20 ) ( 175 ) Provision at December 31, 2019 3,400 561 488 317 4,765 Charges 3,228 146 4,185 — 7,559 Cost charged against liabilities (assets) — — — — — Cash paid ( 3,219 ) ( 476 ) ( 449 ) ( 315 ) ( 4,460 ) Foreign currency translation adjustment 150 ( 1 ) 28 ( 2 ) 174 Provision at December 31, 2020 $ 3,559 $ 229 $ 4,251 $ — $ 8,039 Orion's reserves for restructuring of its Rubber segment in 2020 are reflected in accrued liabilities on the Consolidated Balance Sheets. In 2016, the Company ceased operations at its plant in Ambes, France as part of the restructuring of it Rubber business segment. Expenses related to the closing include personnel costs, demolition, removal costs and remediation costs and were $ 6.5 million, none and $ 3.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Total estimated and recognized costs and total costs remaining as of December 31, 2020 are $ 42.4 million and $ 8.0 million, respectively. The restructuring of the South Korean footprint concluded in the second quarter of 2018 resulting in cessation of production at the Bupyeong plant and the sale of the land to a third party. Restructuring income of $ 40.3 million reflects the proceeds of the land sale less the remaining book value of the land. Restructuring expenses comprise required costs for land restoration of $ 7.2 million and cost to consolidate the two South Korean production sites into one remaining site, including in particular personnel related termination costs of $ 4.4 million incurred in fiscal year 2018. In the periods ending December 31, 2020 and 2019 restructuring expense, net amounted to $ 7.6 million and $ 3.6 million, respectively. For the year ended December 31, 2018 restructuring income, net was $ 24.6 million. 67 Note P. Accumulated Other Comprehensive Income (Loss) Changes in each component of AOCI, net of tax, are as follows for fiscal 2020, 2019 and 2018: Currency Translation Adjustments Hedging Activities Adjustments Pension and Other Postretirement Benefit Liability Adjustment Total (In thousands) Balance at January 1, 2018 $ ( 554 ) $ ( 1,801 ) $ ( 2,965 ) $ ( 5,320 ) Other comprehensive income/(loss) before reclassifications ( 8,918 ) ( 6,349 ) 198 ( 15,069 ) Income tax effects before reclassifications ( 1,178 ) 1,719 ( 64 ) 477 Currency translation AOCI — 284 — 284 Balance at December 31, 2018 ( 10,650 ) ( 6,147 ) ( 2,831 ) ( 19,628 ) Other comprehensive income (loss) before reclassifications ( 1,454 ) ( 7,283 ) ( 12,288 ) ( 21,026 ) Income tax effects before reclassifications ( 177 ) 2,454 4,020 6,297 Currency translation AOCI — 85 ( 90 ) ( 5 ) Balance at December 31, 2019 ( 12,281 ) ( 10,891 ) ( 11,189 ) ( 34,362 ) Other comprehensive income (loss) before reclassifications ( 13,098 ) ( 2,640 ) ( 5,336 ) ( 21,074 ) Income tax effects before reclassifications ( 1,164 ) 699 1,751 1,285 Amounts reclassified from AOCI — — 9,916 9,916 Income tax effects on reclassifications — — ( 3,253 ) ( 3,253 ) Currency translation AOCI — ( 653 ) ( 564 ) ( 1,217 ) Balance at December 31,2020 $ ( 26,543 ) $ ( 13,485 ) $ ( 8,676 ) $ ( 48,705 ) The amounts reclassified out of AOCI and into the Consolidated Statement of Operations for the fiscal year ended December 31, 2020 are presented in the table below. There were no reclassifications in 2019 and 2018. Years Ended December 31, 2020 (In thousands) Amortization of actuarial losses (gains) (recorded in interest and other finance expense, net) $ 9,916 Total before tax 9,916 Tax impact ( 3,253 ) Total after tax $ 6,663 The amounts recorded in prior years in AOCI exceeding 10 % of the defined benefit obligation are recorded ratably as reclassification of actuarial losses over the current year through profit and loss separately from income from operations and amounted to $ 9.9 million,for the year end December 31, 2020. Note Q. Earnings Per Share Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit for the year (numerator) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares arising from exercising all dilutive ordinary shares (denominator). 68 The following table reflects the income and share data used in the basic and diluted EPS computations: Years Ended December 31, 2020 2019 2018 Net income for the period - attributable to ordinary equity holders of the parent (in thousands) $ 18,156 $ 86,920 $ 121,310 Weighted average number of ordinary shares (in thousands of shares) 60,430 59,986 59,567 Basic EPS $ 0.30 $ 1.45 $ 2.04 Dilutive effect of share based payments (in thousands of shares) 977 1,313 1,482 Weighted average number of diluted ordinary shares (in thousands of shares) 61,407 61,300 61,049 Diluted EPS $ 0.30 $ 1.42 $ 1.99 In 2018, repurchases of treasury shares were taken into account on a daily basis. In 2018, 2019 and 2020 new shares were generated and transferred for settlement of stock based compensation ("2015 Plan",”2016 Plan", "RSU Plan", and “2017 Plan”), which was also included in the weighted number of shares. The dilutive effect of the share-based payment transaction is the weighted number of shares considering the grant date, forfeitures and executions during the respective fiscal years. The effect is determined by using the treasury stock method. Anti-dilutive shares were immaterial as of December 31, 2020, 2019 and 2018. Note R. Income Taxes Tax provision (benefit) for income taxes consisted of the following: Years Ended December 31, 2020 2019 2018 (In thousands) Current Domestic (1) $ 16,267 $ 16,250 $ 9,166 Foreign 4,011 1,140 41,412 Total 20,279 17,390 50,578 Deferred Domestic (1) $ ( 4,875 ) $ 7,412 $ 6,164 Foreign ( 7,271 ) 8,414 ( 9,798 ) Total ( 12,146 ) 15,826 ( 3,634 ) Provision for income taxes $ 8,132 $ 33,216 $ 46,944 (1) Domestic refers to Germany. Income before income taxes for fiscal years 2020, 2019 and 2018 is as follows: Years Ended December 31, 2020 2019 2018 (In thousands) Domestic (1) $ 25,556 $ 112,427 $ 115,594 Foreign 732 7,710 52,660 Income before income taxes $ 26,288 $ 120,137 $ 168,254 (1) Domestic refers to Germany. A corporate income tax rate of 15.00 % was used to calculate the current and deferred taxes for the German entities. A solidarity surcharge of 0.825 % (calculated as 5.5 % on the corporate income tax rate) and a trade tax rate of 16.18 %, for the years ended December 31, 2020, 2019 and 2018, respectively, were also reflected in the calculation. As a result, the overall tax rate for the German entities was 32.00 %, for the years ended December 31, 2020, 2019 and 2018 respectively. The current and deferred taxes for the non-German entities were calculated using their respective country-specific tax rates. The following tax reconciliation shows the difference between the expected income taxes using the German overall tax rate of 32.0 % and the effective income taxes in the income statement, for the years ended December 31, 2020, 2019 and 2018, respectively. The German tax rate is applied because the primary operating entity located in Germany holds all non-German operations. 69 Years Ended December 31, 2020 2019 2018 (In thousands) Income before income taxes $ 26,288 $ 120,137 $ 168,254 Expected income tax thereon 8,412 38,444 53,841 Tax rate differential ( 1,412 ) ( 3,517 ) ( 6,695 ) Change in valuation allowance on deferred tax assets and for losses without recognition of deferred taxes ( 1,311 ) 450 ( 204 ) Change in the tax rate and tax laws ( 118 ) 115 ( 802 ) Income taxes for prior years ( 1,205 ) ( 3,247 ) 876 Tax on non-deductible interest expenses 1,051 1,232 1,096 Taxes on other non-deductible expenses, and non-deductible taxes 2,755 745 ( 893 ) Effects of changes in permanent differences — ( 45 ) 96 Tax effect on tax-free income ( 169 ) ( 898 ) ( 532 ) Other tax effects 130 ( 63 ) 161 Effective income taxes as reported $ 8,132 $ 33,216 $ 46,944 Effective tax rate 30.93 % 27.65 % 27.90 % The U.S. tax reform enacted in December 2017 reduced the corporate income tax rate from 35.0% to 21.0% in the U.S.. Other non-deductible expenses and non-deductible taxes which are non-creditable in the U.S. were $ 0.9 million, $ 2.3 million and $ 1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Non-deductible taxes include taxes from Brazil which is a disregarded entity for U.S. tax purposes. Tax rate differential for the year ended December 31, 2018 are mainly driven by a benefit $ 6.3 million from taxable income resulting from a land sale completed in Korea during 2018. Income taxes for prior year ended December 31, 2019 are mainly driven by result of the conclusion of a tax audit in Poland. The favorable tax effect from income taxes for prior years was mainly driven by return to provision adjustments from tax return filings in 2020. The amounts accrued for the return to provision adjustments were released accordingly in 2020. Tax effect from changes in valuation allowance on deferred tax assets and for losses without recognition of deferred taxes for the year ended December 31, 2020 included the impact from lower pre-tax earnings attributed to the economic downturn from COVID-19. Also included was a benefit from the favorable change of the valuation allowance related to U.S. tax credits of $ 3.6 million. The unfavorable tax effect from other non-deductible expenses and non-deductible taxes were mainly driven by non-deductible expenses in connection with the Company’s LTIP. Income tax expense recognized in the Consolidated Statements of Operations were $ 8.1 million in 2020, $ 33.2 million in 2019 and $ 46.9 million in 2018. Tax expense/(benefit) recognized directly in equity were $( 1.1 ) million in 2020, $ 6.2 million in 2019 and $ 0.3 million in 2018. 70 Significant components of deferred income taxes were as follows: Deferred tax assets December 31 2020 2019 (In thousands) Assets Intangible assets $ 241 $ 197 Property, plant and equipment 5,851 8,363 Financial assets 11,138 7,004 Inventories 3,368 2,817 Receivables, other assets 3,365 3,212 Liabilities Provisions 24,710 20,662 Liabilities 32,810 41,434 Other Loss carryforwards 39,753 39,595 Interest carryforwards 11,227 9,967 Tax credits 4,265 3,185 Other — 2,028 Total deferred tax assets (gross) 136,729 138,463 Valuation allowance ( 42,669 ) ( 41,994 ) Total deferred tax assets (net) $ 94,060 $ 96,468 Deferred tax liabilities December 31 2020 2019 (In thousands) Assets Intangible assets $ 3,717 $ 3,673 Property, plant and equipment 36,426 33,040 Financial assets 3,153 7,649 Receivables, other assets 12,553 11,883 Liabilities Provisions 7,882 8,203 Liabilities 5,947 12,568 Other 10,589 14,039 Total deferred tax liabilities $ 80,267 $ 91,057 The following table illustrates the gross and net deferred tax positions after the application of jurisdictional netting. Net deferred tax position December 31 2020 2019 (In thousands) Deferred tax assets Gross deferred tax assets $ 94,060 $ 96,468 Net deferred tax assets 52,563 48,720 Deferred tax liabilities Gross deferred tax liabilities 80,267 91,057 Net deferred tax liabilities 38,770 43,308 Net deferred tax asset / (liability) positions $ 13,793 $ 5,412 71 Management assesses the recoverability of deferred tax assets. The assessment depends on future taxable profits being generated during the periods in which tax measurement differences reverse and tax loss carryforwards can be claimed. Orion expects that sufficient taxable income will be available to recover deferred tax assets. As of December 31, 2020 and 2019, certain loss carryforwards were subject to restrictions with respect to the offsetting of losses. No deferred tax assets were recorded on these loss carryforwards if it is not likely that they will be utilized by future taxable income. The following tax loss and interest carryforwards were recognized as of December 31, 2020 and 2019 (gross amounts): December 31 2020 2019 (In thousands) Corporate income tax loss carryforwards $ 147,270 $ 149,237 Interest carryforwards for tax purposes 35,338 31,463 Total $ 182,608 $ 180,700 The change between the recognized tax loss and interest carryforwards as of December 31, 2020 compared to 2019 is mainly driven by the taxable income of our German Tax Group and other German entities. No deferred tax assets were recognized for the following items (gross amounts): December 31 2020 2019 (In thousands) Deductible temporary differences $ 46,287 $ 41,994 Corporate income tax loss carryforwards 115,078 107,110 Interest carryforwards for tax purposes 35,338 31,463 Total $ 196,703 $ 180,567 The following table provides detail surrounding the expiration dates of the gross amount of tax loss carryforwards and tax credits: Net operating loss carryforwards Tax Credits (In thousands) 2021 to 2027 $ — $ — 2028 and thereafter 45,458 — Indefinite carryforwards 101,812 4,265 Total $ 147,270 $ 4,265 As of December 31, 2020, the company's net operating loss carryforwards primarily relate to net operating losses which are due to expire at various dates, but not later than 2036. No deferred taxes were recognized on a taxable temporary difference of $ 12.6 million (prior years: 2019: $ 14.8 million, 2018: $ 11.8 million) in connection with subsidiaries. Deferred tax liabilities amounting $ 0.8 million, (2019: $ 1.7 million, 2018: $ 1.8 million) were recognized for subsidiaries for which a dividend distribution is expected. We are not aware of any events which would cause temporary differences, for which a deferred tax liability has not been recognized. 72 Tax uncertainties A reconciliation of the beginning and ending amount of unrecognized tax benefits for the following fiscal years: 2020 2019 (In thousands) Balance at beginning of the year $ 11,616 $ 14,771 Additions based on tax positions related to the current year 146 246 Additions for tax positions of prior year 1,263 — Reductions of tax positions of prior year — ( 3,401 ) Reductions related to settlements — — Reductions from lapse of statute of limitations — — Balance at end of the year $ 13,025 $ 11,616 We recognize interest related to unrecognized tax benefits and penalties as income tax expense. During 2020 we accrued no penalties and interest of $ 1.1 million to the unrecognized tax benefits (noted above). As of December 31, 2020, we had $ 5.1 million of accrued penalties and interest. We recognized no liabilities for penalties and accrued interest of $ 0.5 million during 2019 and had an accrual of $ 4.0 million as of December 31, 2019 for penalties and interest while we recognized no liabilities for penalties and accrued $ 0.5 million interest during 2018. We accrued penalties and interest in total $ 3.4 million as of December 31, 2018. Orion and certain subsidiaries are under audit in several jurisdictions, and in particular in Germany for periods 2011-2017. A further change in unrecognized tax benefits may occur within the next twelve months related to the potential settlement of one or more of these audits or the lapse of applicable statutes of limitations. The estimated range of the impact on unrecognized tax benefits cannot be determined at this time. Note S. Commitments and Contingencies Other Long-Term Commitments To safeguard the supply of raw materials, contractual purchase commitments under long-term supply agreements for raw materials, primarily oil and gas, are in place with the following maturities: Maturity December 31, 2020 (In thousands) 2021 $ 125,358 2022 to 2025 77,029 2026 and thereafter — Total $ 202,387 Environmental Matters EPA Action During 2008 and 2009, the U.S. Environmental Protection Agency (“EPA”) contacted all U.S. carbon black producers as part of an industry-wide EPA initiative, requesting extensive and comprehensive information under Section 114 of the U.S. Clean Air Act. The EPA used that information to determine, for each facility, that either: (i) the facility has been in compliance with the Clean Air Act; (ii) violations have occurred and enforcement litigation may be undertaken; or (iii) violations have occurred and a settlement of an enforcement case is appropriate. In response to information requests received by the Company’s U.S. facilities, the Company furnished information to the EPA on each of its U.S. facilities. The EPA subsequently sent notices under Section 113(a) of the Clean Air Act in 2010 alleging violations of Prevention of Significant Deterioration (“PSD”) and Title V permitting requirements under the Clean Air Act at the Company’s Belpre (Ohio) facility. In October 2012, the Company received a corresponding notice and finding of violation (a “NOV”) alleging the failure to obtain PSD and Title V permits reflecting Best Available Control Technology (“BACT”) at several units of the Company’s Ivanhoe (Louisiana) facility, and in January 2013, the Company also received a NOV issued by the EPA for its facility in Borger (Texas) alleging the failure to obtain PSD and Title V permits reflecting BACT during the years 1996 to 2008. A comparable NOV for the Company’s U.S. facility in Orange (Texas) was issued by the EPA in February 2013; and the EPA issued an additional NOV in March 2016 alleging more recent non-PSD air emissions violations primarily at the dryers and the incinerator of the Orange facility. 73 In 2013, Orion began discussions with the EPA and the U.S. Department of Justice about a potential settlement to resolve the NOVs received, which ultimately led to a consent decree executed between Orion Engineered Carbons LLC (for purpose of this note Q. “Orion”) and the United States (on behalf of the EPA), as well as the Louisiana Department of Environmental Quality. The consent decree (the “EPA CD”) became effective on June 7, 2018. The consent decree resolves and settles the EPA’s claims of noncompliance set forth in the NOVs and in a respective complaint filed in court against Orion by the United States immediately prior to the filing of the consent decree. All five U.S. carbon black producers have settled with the U.S. government. Under Orion’s EPA CD, Orion will install certain pollution control technology in order to further reduce emissions at its four U.S. manufacturing facilities in Ivanhoe (Louisiana), Belpre (Ohio), Borger (Texas), and Orange (Texas) over approximately five years . The EPA CD also requires the continuous monitoring of emissions reductions that Orion will need to comply with over a number of years. Orion has commenced the installation works for its Ivanhoe and Orange facilities. While the construction at Orange has been completed according to schedule despite COVID-19 related impacts, the construction at the Ivanhoe facility has been subject to COVID-19-related delays, and as a result we have declared force majeure with respect to the EPA CD and requested an extension of the timeline for completion of installations. The EPA has not confirmed our extension request but has deferred judgment on it at this time. In line with the EPA’s respective request, Orion continues to provide regular updates to the EPA on the Ivanhoe installation works timeline and respective COVID-19 related impacts and mitigation measures. Under the EPA CD, Orion can choose either its Belpre or Borger facilities as the next site for installation of pollution control equipment with comparable effectiveness. We expect the capital expenditures for installation of pollution control equipment in the remaining Orion facilities to decrease due to economies of scale and synergies from prior installations. We also expect that the third and fourth plants will require significantly less costly pollution control equipment given the requirements of the EPA CD. We estimate the installations of monitoring and pollution control equipment at all four Orion plants in the U.S. will require capital expenditures in an approximate range between $ 230 million to $ 270 million of which approximately $ 123.1 million has been incurred to date. To narrow this range, the Company pursues further scope design and estimation efforts. However, the actual total capital expenditures we might need to incur in order to fulfill the requirements of the EPA CD remain uncertain. The EPA CD allows some flexibility for Orion to choose among different technology solutions for reducing emissions and the locations where these solutions are implemented. The solutions Orion ultimately chooses to implement at its facilities other than Ivanhoe (Louisiana) and Orange (Texas), may differ in scope and operation from those it currently anticipates (including those discussed in the next paragraph) and, for any and all of its three facilities, factors, such as timing, locations, target levels, changing cost estimates and local regulations, could cause actual capital expenditures to exceed or be lower than 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. Orion also agreed to and paid a civil penalty of $ 0.8 million and agreed to perform environmental mitigation projects totaling $ 0.6 million. Noncompliance with applicable emissions limits could lead to further penalty payments to the EPA. As part of Orion’s compliance plan under the EPA CD, in April 2018, Orion signed a contract with Haldor Topsoe group to install its SNOX TM emissions control technology to remove SO2, NOx and dust particles from tail gases at Orion’s Ivanhoe, Louisiana Carbon Black production plant. The SNOX TM technology has not been used previously in the carbon black industry. Orion’s Share Purchase Agreement with Evonik in connection with the Acquisition provides for a partial indemnity from Evonik against various exposures, including, but not limited to, capital investments, fines and costs arising in connection with Clean Air Act violations that occurred prior to July 29, 2011. Except for certain less relevant allegations contained in the second NOV received for the Company’s facility in Orange (Texas) in March 2016, all of the other allegations made by the EPA with regard to all of the Company’s U.S. facilities - as discussed above - relate to alleged violations before July 29, 2011. The indemnity provides for a recovery from Evonik of a share of the costs (including fines), expenses (including reasonable attorney’s fees, but excluding costs for maintenance and control in the ordinary course of business and any internal cost of monitoring the remedy), liabilities, damages and losses suffered and is subject to various contractual provisions including provisions set forth in the Share Purchase Agreement with Evonik, such as a de minimis clause, a basket, overall caps (which apply to all covered exposures and all covered environmental exposures, in the aggregate), damage mitigation and cooperation requirements, as well as a statute of limitations provision. Due to the cost-sharing and cap provisions in Evonik’s indemnity, the Company expects that substantial costs it has already incurred and will incur in this EPA enforcement initiative and the EPA CD likely will exceed the scope of the indemnity in the tens of millions of US dollars. In addition, Evonik signaled that it is not honoring Orion’s claims under the indemnity. In June 2019, Orion initiated arbitration proceedings to enforce its rights against Evonik. Evonik, in turn, has submitted certain counterclaims related to a tax indemnity and cost reimbursement against Orion, which counterclaims we do not believe to be material. Although Orion believes that it is entitled to the indemnity and that its rights thereunder are enforceable, there is no assurance that the Company will be able to recover costs or expenditures incurred under the indemnity as it expects or at all. See “Item 1A. Risk-Factors-Risks Related to Indebtedness, Currency Exposure and Other Financial Matters-Our agreements with Evonik in connection with the Acquisition require us to indemnify Evonik with respect to certain aspects of our business and require Evonik to indemnify us for certain retained liabilities. We cannot offer assurance that we will be able to enforce claims under these indemnities as we expect.” 74 Pledges and guarantees The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions excluding China as collateral under the Credit Agreement. The current principal amounts of the outstanding term loans under the Credit Agreement as of December 31, 2020 are $ 277.7 million (U.S. Dollar Term Loan), and € 390.3 million (Euro Term Loan). As of December 31, 2020, the Company had thirteen guarantees totaling $ 17.6 million issued by various financial institutions. Note T. Financial Information by Segment & Geographic Area Segment information The Company’s business is organized by its two carbon black product types. For corporate management purposes and all periods presented, the Company had Rubber Carbon Black and Specialty Carbon Black as reportable operating segments. Rubber carbon black is used in the reinforcement of rubber in tires and mechanical rubber goods, Specialty carbon black products are used as pigments and performance additives in coatings, polymers, printing and special applications. The following table shows the relative size of the revenue recognized in each of the Company’s reportable segment: 2020 2019 2018 Rubber 61 % 66 % 65 % Specialty 39 % 34 % 35 % The senior management team, which is comprised of the CEO, CFO and certain other senior management members, is the chief operating decision maker (“CODM”). The senior management team monitors the operating segments’ results separately in order to facilitate decisions regarding the allocation of resources and determine the segments’ performance. Orion uses Adjusted EBITDA as the segments' performance measure. The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources. Adjustments are not allocated to the individual segments as they are managed on a group basis. 75 Segment reconciliation for the years ended December 31, 2020, 2019 and 2018: Rubber Specialties Corporate Total segments (In thousands) 2020 Net sales from external customers $ 691,174 $ 445,208 $ — $ 1,136,383 Adjusted EBITDA $ 90,127 $ 109,916 $ — $ 200,043 Corporate charges — — ( 28,643 ) ( 28,643 ) Depreciation and amortization of intangible assets and property, plant and equipment ( 56,968 ) ( 39,558 ) — ( 96,526 ) Excluding equity in earnings of affiliated companies, net of tax ( 493 ) — — ( 493 ) Income from operations before income tax expense and finance costs 32,667 70,358 ( 28,643 ) 74,382 Interest and other financial expense, net — — ( 38,671 ) ( 38,671 ) Reclassification of actuarial losses from AOCI — — ( 9,916 ) ( 9,916 ) Income tax expense — — ( 8,132 ) ( 8,132 ) Equity in earnings of affiliated companies, net of tax 493 — — 493 Net income $ 18,156 Assets $ 789,290 $ 466,943 $ 133,561 $ 1,389,793 Total expenditures for additions to long-lived assets $ 111,499 $ 27,286 $ — $ 138,785 2019 Net sales from external customers $ 967,899 $ 508,454 $ — $ 1,476,353 Adjusted EBITDA $ 145,170 $ 122,167 $ — $ 267,337 Corporate charges — — ( 22,916 ) ( 22,916 ) Depreciation and amortization of intangible assets and property, plant and equipment ( 58,645 ) ( 38,067 ) — ( 96,713 ) Excluding equity in earnings of affiliated companies, net of tax ( 558 ) — — ( 558 ) Income from operations before income tax expense and finance costs 85,967 84,100 ( 22,916 ) 147,151 Interest and other financial expense, net — — ( 27,572 ) ( 27,572 ) Income tax expense — — ( 33,216 ) ( 33,216 ) Equity in earnings of affiliated companies, net of tax 558 — — 558 Net income $ 86,920 Assets $ 696,516 $ 417,834 $ 143,043 $ 1,257,394 Total expenditures for additions to long-lived assets $ 132,556 $ 26,147 $ — $ 158,703 2018 Net sales from external customers $ 1,032,818 $ 545,385 $ — $ 1,578,203 Adjusted EBITDA $ 144,887 $ 149,255 $ — $ 294,142 Corporate charges — — 910 910 Depreciation and amortization of intangible assets and property, plant and equipment ( 57,127 ) ( 41,029 ) — ( 98,156 ) Excluding equity in earnings of affiliated companies, net of tax ( 591 ) — — ( 591 ) Income from operations before income tax expense and finance costs 87,169 108,226 910 196,305 Interest and other financial expense, net — — ( 28,642 ) ( 28,642 ) Income tax expense — — ( 46,944 ) ( 46,944 ) Equity in earnings of affiliated companies, net of tax 591 — — 591 Net income $ 121,310 Assets $ 685,243 $ 436,337 $ 151,442 $ 1,273,022 Total expenditures for additions to long-lived assets $ 67,885 $ 43,171 $ — $ 111,057 The sales information noted above relates to external customers only. ‘Corporate’ includes income and expense that cannot be directly allocated to the business segments or are managed on corporate level and includes finance income and expenses, taxes and items with less bearing on the underlying core business. 76 Income from operations before income taxes and finance costs of the segment 'Corporate’ comprises the following: 2020 2019 2018 (In thousands) Restructuring expenses/(income) $ 7,559 $ 3,628 $ ( 24,633 ) Consulting fees related to Company strategy — 1,280 4,804 Extraordinary expense items related to COVID-19 3,866 — — Long Term Incentive Plan 4,434 9,438 13,919 EPA-related expenses 5,228 3,992 2,703 Other non-operating 7,556 4,578 2,297 Expenses/(income) from operations before income taxes and finance costs $ 28,643 $ 22,916 $ ( 910 ) Geographic information Net sales Years Ended December 31, 2020 2019 2018 (In thousands) Germany $ 486,452 $ 593,769 $ 628,709 United States 289,482 394,349 401,935 South Korea 173,452 241,235 279,016 Brazil 64,823 94,541 95,611 China 60,145 63,149 75,638 South Africa 33,998 54,746 56,373 Other 19,486 23,601 24,293 Rest of Europe (1) 8,547 10,964 16,628 Total $ 1,136,383 $ 1,476,353 $ 1,578,203 (1) Only a holding company is located in Luxembourg, accordingly no revenue is generated in the country of domicile. For the year ended December 31, 2020, one customer accounted for 10% or more revenue in the Rubber segment and amounted to $ 170.3 million. Revenue from the largest customer in the Rubber segment for the year ended December 31, 2019 was $ 195.6 million and for the year ended December 31, 2018 was $ 201.7 million. Another customer had 10% or more revenue for the periods 2019 and 2018 amounting to $ 104.1 million and $ 96.8 million, respectively. Long-lived tangible assets (1) December 31 2020 2019 (In thousands) Germany $ 147,878 $ 81,388 Sweden 27,856 26,419 Italy 60,463 43,547 Poland 12,933 12,148 Rest of Europe (2) 10,727 6,179 Subtotal Europe 259,857 169,681 United States 258,181 220,200 South Korea 120,551 112,303 South Africa 13,076 15,983 Brazil 17,166 23,662 China 27,235 19,655 Other 103 100 Total $ 696,169 $ 561,585 (1) Long-lived assets include property. plant and equipment, net and Operating lease right-of-use assets (2) Only a holding company is located in Luxembourg, accordingly no revenue is generated in the country of domicile. 77 Note U. Related Parties As of December 31, 2020, related parties included one joint venture of Orion that is accounted for using the equity method, "Deutsche Gaßrußwerke" (DGW), and one shareholder of more than 10%. Related parties include key management personnel having authority and responsibility for planning, directing and monitoring the activities of the Company directly or indirectly and their close family members. In the normal course of business Orion from time to time receives services from, or sells products to, related unconsolidated parties, in transactions that are either not material or approved in accordance with our Related Party Transaction Approval Policy. December 31, 2020 2019 (In thousands) Trade receivables from DGW KG $ — $ 537 Trade payables to DGW KG $ 11,800 $ 17,671 Years Ended December 31, 2020 2019 2018 (In thousands) Purchased carbon black products from DGW KG $ 68,849 $ 89,404 $ 93,536 Sales and services provided to DGW KG $ 1,639 $ 2,724 $ 6,464 Note V. Quarterly Financial Information (Unaudited) Unaudited financial results by quarter for fiscal 2020 and 2019 are summarized below: Quarters Ended Year Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 December 31, 2020 (In thousands, except per share amounts) Net sales $ 336,007 $ 202,648 $ 282,036 $ 315,692 $ 1,136,383 Gross profit $ 90,193 $ 33,944 $ 79,182 $ 89,030 $ 292,348 Income from operations $ 37,543 $ ( 12,879 ) $ 24,147 $ 25,571 $ 74,382 Income from operations before income tax expense and equity in earnings of affiliated companies $ 25,534 $ ( 23,810 ) $ 11,106 $ 12,966 $ 25,795 Net income $ 18,032 $ ( 17,780 ) $ 8,997 $ 8,906 $ 18,156 Earnings per Share (USD per share), basic $ 0.30 $ ( 0.30 ) $ 0.15 $ 0.15 $ 0.30 Earnings per Share (USD per share), diluted $ 0.29 $ ( 0.29 ) $ 0.15 $ 0.15 $ 0.30 78 Quarters Ended Year Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 December 31, 2019 (In thousands, except per share amounts) Net sales $ 384,714 $ 399,016 $ 370,195 $ 322,428 $ 1,476,353 Gross profit $ 97,969 $ 104,038 $ 98,714 $ 88,987 $ 389,708 Income from operations $ 34,699 $ 41,470 $ 38,386 $ 32,596 $ 147,151 Income from operations before income tax expense and equity in earnings of affiliated companies $ 28,256 $ 33,904 $ 31,886 $ 25,533 $ 119,579 Net income $ 18,954 $ 24,748 $ 24,253 $ 18,965 $ 86,920 Earnings per Share (USD per share), basic $ 0.32 $ 0.41 $ 0.40 $ 0.32 $ 1.45 Earnings per Share (USD per share), diluted $ 0.32 $ 0.40 $ 0.39 $ 0.31 $ 1.42 Note W. Subsequent Events The Company has evaluated events from December 31, 2020 through the date the financial statements were issued. There were no subsequent events that need disclosure. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.