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What changed in Celanese Corp's 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of Celanese Corp's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+333 added433 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-24)

Top changes in Celanese Corp's 2023 10-K

333 paragraphs added · 433 removed · 160 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

6 edited+115 added232 removed0 unchanged
Biggest changeOther Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for the Company's defined benefit pension plans and other postretirement plans not allocated to the Company's business segments.
Biggest changeOther Activities also includes the interest cost, expected return on assets and net actuarial gains and losses components of our net periodic benefit cost for our defined benefit pension plans and other postretirement plans, which are not allocated to our business segments. Ongoing merger, acquisition and integration related costs are also included in Other Activities.
The Company's emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper.
Our emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper.
The Company's EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of low-density polyethylene. The Company's EVA polymers products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting.
Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of LDPE. Sold under the Ateva ® brand, these products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting.
The Company's intermediate chemistry business produces and supplies acetyl products, including acetic acid, vinyl acetate monomer, acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. It also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.
Our acetyl chain business produces and supplies acetyl products, including acetic acid, VAM, acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. 8 Table of Contents Our acetyl chain business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.
The Company's acetate tow business serves consumer-driven applications and is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications. Other Activities Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with financing activities and results of the Company's captive insurance companies.
Other Activities Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies.
The Company's ownership interest and environmental liability participation percentages for such liabilities, which cannot be attributed to an InfraServ partner are as follows: As of December 31, 2022 Ownership Liability Reserves (1) (In percentages) (In $ millions) InfraServ GmbH & Co. Gendorf KG 30 10 9 InfraServ GmbH & Co. Hoechst KG 31 40 64 Yncoris GmbH & Co.
Our ownership interest in the equity investments in InfraServ affiliates are as follows: As of December 31, 2023 (In percentages) InfraServ GmbH & Co. Gendorf KG 30 InfraServ GmbH & Co. Hoechst KG 31 Yncoris GmbH & Co.
Removed
Item 1. Business for additional information. 80 Table of Contents The Company has ownership interests in 13 equity method investments ranging from 22% to 50% at December 31, 2022.
Added
Item 1. Business . The primary raw material for POM is formaldehyde, which is manufactured from methanol. Raw materials are sourced from internal production and from third parties, generally through long-term contracts. Polyesters.
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Equity method investments by business segment are as follows: Carrying Value as of December 31, Share of Earnings (Loss) Year Ended December 31, Dividends and Other Distributions Year Ended December 31, 2022 2021 2022 2021 2020 2022 2021 2020 (In $ millions) Engineered Materials (1) 760 595 209 133 120 (204) (98) (137) Other Activities 53 58 11 13 14 (13) (14) (10) Total 813 653 220 146 134 (217) (112) (147) ____________________________ (1) Engineered Materials includes an equity method investment with losses in excess of its carrying amount due to the Company's guarantee of various debt obligations under agreements with third parties related to an equity affiliate ( Note 19 ).
Added
Our products include a series of thermoplastic polyesters including Celanex ® PBT, Crastin ® PBT, Melinex ® , Mylar ® and Thermx ® PCT (polycyclohexylene-dimethylene terephthalate), as well as Rynite ® PET, a polyester resin.
Removed
This equity method investment was recorded in Current other liabilities ( Note 10 ) as of December 31, 2022. Equity Investments Without Readily Determinable Fair Values The Company has ownership interests in 4 equity investments without readily determinable fair values ranging from 8% to 31% at December 31, 2022.
Added
These products are used in a wide variety of automotive, electrical, medical, industrial and consumer applications, including ignition system parts, radiator grilles, electrical switches, medical devices, insulation, photovoltaic panels, critical energy components, appliance and sensor housings, light emitting diodes and technical fibers. UHMW-PE. Celanese is a global leader in UHMW-PE products, which are sold under the GUR ® trademark.
Removed
Equity investments without readily determinable fair values by business segment are as follows: Carrying Value as of December 31, Dividend Income for the Year Ended December 31, 2022 2021 2022 2021 2020 (In $ millions) Acetyl Chain 165 165 132 146 126 Other Activities 5 5 1 1 — Total 170 170 133 147 126 Transactions with Affiliates The Company owns manufacturing facilities at the InfraServ location in Frankfurt am Main-Hoechst, Germany and has contractual agreements with the InfraServ Entities and certain other equity affiliates and investees accounted for at cost less impairment, adjusted for observable price changes for an identical or similar investment of the same issuer.
Added
They are highly engineered thermoplastics designed for a variety of industrial, consumer and medical applications. Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes.
Removed
These contractual agreements primarily relate to energy purchases, site services and purchases of product for consumption and resale.
Added
Several specialty grades are also produced for applications in high performance filtration equipment, ballistic fibers, thermoplastic and elastomeric additives, as well as medical implants. LFRT. Celstran ® and Factor ® , our LFRT products, impart extra strength and stiffness, making them more suitable for larger parts than conventional thermoplastics.
Removed
Transactions and balances with affiliates are as follows: Year Ended December 31, 2022 2021 2020 (In $ millions) Purchases 590 334 249 Sales and other credits 72 74 42 81 Table of Contents As of December 31, 2022 2021 (In $ millions) Trade receivables 8 — Non-trade receivables 36 32 Total due from affiliates 44 32 Short-term borrowings (1) — 64 Trade payables 36 71 Current Other liabilities 37 12 Total due to affiliates 73 147 ______________________________ (1) The Company has agreements with certain affiliates whereby excess affiliate cash is lent to and managed by the Company at variable interest rates governed by those agreements. 8.
Added
These products are used in automotive, transportation and industrial applications, such as instrument panels, consoles and front end modules. LFRTs meet a wide range of end-user requirements and are excellent candidates for metal replacement where they provide the required structural integrity with significant weight reduction, corrosion resistance and the potential to lower manufacturing costs. LCP.
Removed
Property, Plant and Equipment, Net As of December 31, 2022 2021 (In $ millions) Land 291 48 Land improvements 83 78 Buildings and building improvements 1,062 833 Machinery and equipment 6,897 5,993 Construction in progress 938 725 Gross asset value 9,271 7,677 Accumulated depreciation (3,687) (3,484) Net book value 5,584 4,193 Assets under finance leases, net, included in the amounts above were $176 million and $131 million as of December 31, 2022 and 2021, respectively.
Added
Vectra ® and Zenite ® , our LCP brands, are primarily used in electrical and electronics applications for precision parts with thin walls and complex shapes and applications requiring heat dissipation. They are also used in high heat cookware applications. TPE.
Removed
Capitalized interest costs and depreciation expense are as follows: Year Ended December 31, 2022 2021 2020 (In $ millions) Capitalized interest 18 12 8 Depreciation expense 399 346 327 During 2022, 2021 and 2020, certain long-lived assets were impaired ( Note 24 ). 82 Table of Contents 9.
Added
Forprene ® , Sofprene ® T, Laprene ® and Hytrel ® , our TPE brands, are primarily used in automotive, construction, appliances and consumer applications due to their ability to combine the advantages of both flexible and plastic materials.
Removed
Goodwill and Intangible Assets, Net Goodwill Engineered Materials Acetyl Chain Total (In $ millions) As of December 31, 2020 768 398 1,166 Acquisitions 299 2 301 (1) Exchange rate changes (37) (18) (55) As of December 31, 2021 1,030 382 1,412 Acquisitions ( Note 4 ) 5,781 — 5,781 (2) Exchange rate changes (36) (15) (51) As of December 31, 2022 (3) 6,775 367 7,142 ______________________________ (1) Primarily represents goodwill related to the acquisition of Santoprene.
Added
These materials are selected for their ability to stretch and return to their near original shape creating a longer life and better physical range than other materials. TPV. Santoprene TM , Dytron TM and Geolast TM , our TPV trademarks, are chemically cross-linked, high-performance materials which leverage a unique combination of engineering thermoplastic and elastomer properties.
Removed
(2) Primarily represents goodwill related to the acquisition of M&M. (3) There were no accumulated impairment losses as of December 31, 2022.
Added
These products are used in future mobility, infrastructure, medical and sustainability applications. Elastomers. Vamac ® EAE, our elastomer brand, is primarily used in variety of demanding automotive applications, including electric and hybrid vehicle components. These materials can be formulated to provide excellent resistance to extreme temperatures and fluids. Polypropylene.
Removed
In connection with the Company's annual goodwill impairment assessment, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2022, as the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets by a substantial margin ( Note 2 ).
Added
Our polypropylene products include Polifor ® and Tecnoprene ® and are primarily used in automotive, appliances, electrical and consumer applications due to their high impact and fatigue resistance, exceptional rigidity at high temperatures and an ability to withstand chemical agents. VitalDose ® .
Removed
No events or changes in circumstances occurred during the three months ended December 31, 2022 that indicated the carrying amount of the assets may not be fully recoverable.
Added
Our ethylene vinyl acetate ("EVA") copolymers, sold under the VitalDose ® trademark, are an enabling technology used for controlled-release drugs, medical implants and combination devices, including drug-eluting implants, reliable controlled-release performance in subcutaneous and surgical implants, intravitreal and extraocular devices. 7 Table of Contents • Customers Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries.
Removed
Accordingly, no additional impairment analysis was performed during that period. 83 Table of Contents Intangible Assets, Net Finite-lived intangible assets are as follows: Licenses Customer- Related Intangible Assets Developed Technology Covenants Not to Compete and Other Total (In $ millions) Gross Asset Value As of December 31, 2020 44 724 45 56 869 Acquisitions ( Note 4 ) — 307 — — 307 (1) Exchange rate changes 1 (35) — (1) (35) As of December 31, 2021 45 996 45 55 1,141 Acquisitions ( Note 4 ) — 1,509 550 — 2,059 (2) Disposals — (2) — — (2) Accumulated impairment losses ( No te 4 ) — (4) — — (4) Exchange rate changes (3) (44) 6 — (41) As of December 31, 2022 42 2,455 601 55 3,153 Accumulated Amortization As of December 31, 2020 (38) (555) (40) (39) (672) Amortization (2) (19) (3) (1) (25) Exchange rate changes (1) 31 1 1 32 As of December 31, 2021 (41) (543) (42) (39) (665) Amortization (1) (51) (9) (1) (62) Disposals — 2 — — 2 Accumulated impairment losses ( Note 4 ) — 2 — — 2 Exchange rate changes 3 23 1 — 27 As of December 31, 2022 (39) (567) (50) (40) (696) Net book value 3 1,888 551 15 2,457 ______________________________ (1) Primarily related to $300 million of intangible assets acquired from Santoprene with a weighted average amortization period of 14 years.
Added
We utilize our customer options mapping process to collaborate with our customers to identify customized solutions that leverage our broad range of polymers and technical expertise. Our engineered materials business has long-standing relationships through multi-year and annual arrangements with many of its major customers and utilizes distribution partners to expand its customer base.
Removed
(2) Primarily related to $1.5 billion of customer-related intangible assets and $550 million of developed technology acquired from M&M with weighted average amortization periods of 20 years and 13 years, respectively, and 18 years in total.
Added
Because Engineered Materials is a project-based business focused on solutions, the pricing of products in this segment is primarily based on the value-in-use and is generally independent of changes in the cost of raw materials. Therefore, in general, margins may expand or contract in response to changes in raw material costs.
Removed
Indefinite-lived intangible assets are as follows: Trademarks and Trade Names (In $ millions) As of December 31, 2020 122 Acquisitions ( Note 4 ) 142 (1) Exchange rate changes (5) As of December 31, 2021 259 Acquisitions ( Note 4 ) 1,400 (2) Exchange rate changes (11) As of December 31, 2022 1,648 ______________________________ (1) Related to indefinite-lived intangible assets acquired from Santoprene.
Added
See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
Removed
(2) Related to indefinite-lived intangible assets acquired from M&M. 84 Table of Contents In connection with the Company's annual indefinite-lived intangible assets impairment assessment, the Company did not record an impairment loss during the nine months ended September 30, 2022, as the estimated fair value for each of the Company's indefinite-lived intangible assets exceeded the carrying value of the underlying asset by a substantial margin ( Note 2 ).
Added
Acetyl Chain Products (1) Major End-Use Applications Principal Competitors Key Raw Materials • Acetic acid • Vinyl acetate monomer ("VAM") • Vinyl acetate ethylene ("VAE") emulsions • Conventional emulsions • Ethylene vinyl acetate ("EVA") resins and compounds • Low-density polyethylene resins ("LDPE") • Redispersible Powders ("RDP") • Acetic anhydride • Ethyl acetate • Formaldehyde • Butyl acetate • Acetate tow • Acetate flake • Paints • Coatings • Adhesives • Textiles • Paper finishing • Flexible packaging • Lamination products • Pharmaceuticals • Films • Inks • Plasticizers • Solvents • Automotive parts • External thermal insulation composite systems • Tiling • Plasters and renders • Lubricants • Filtration • Arkema • BASF SE • Cerdia • Chang Chun Petrochemical Co., Ltd. • Daicel • Dairen Chemical Corporation • Dow Inc. • Eastman Chemical Company • ExxonMobil Chemical • Huayi Chemical Co., Ltd. • INEOS • Jiangsu Sopo (Group) Co., Ltd. • Kuraray Co., Ltd. • LyondellBasell Industries N.V. • Nippon Gohsei • Showa Denko K.K. • Sipchem • Wacker Chemie AG • Methanol • Carbon monoxide • Ethylene • Acetic acid • VAM • VAE emulsions • Conventional emulsions • Acrylate esters • Styrene • Polyvinyl alcohol • Wood pulp • Acetic anhydride _____________________________ (1) Our globally-integrated value chain positions us to provide solutions with carbon capture content across all products in the Acetyl Chain as well as other methanol derived products like acetal copolymers, including POM. • Overview The Acetyl Chain segment, which includes the integrated chain of acetic acid, VAM, acetic anhydride, acetate esters, emulsion polymers, EVA polymers, redispersible powders, and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications.
Removed
No events or changes in circumstances occurred during the three months ended December 31, 2022 that indicated the carrying amount of the assets may not be fully recoverable. Accordingly, no additional impairment analysis was performed during that period. During the year ended December 31, 2022, the Company did not renew or extend any intangible assets.
Added
The Acetyl Chain operates as an integrated business with the breadth and flexibility to sell solutions across the segment and across global geographies utilizing various feedstocks. These solutions include traditional vinyl-based end uses, such as paints and coatings and adhesives, as well as other unique, high-value end uses including flexible packaging, thermal laminations, wire and cable, and compounds.
Removed
Estimated amortization expense for the succeeding five fiscal years is as follows: (In $ millions) 2023 161 2024 160 2025 160 2026 160 2027 160 10.
Added
We have focused in recent years on enhancing our ability to drive incremental value through our global production network and productivity initiatives as well as proactively managing the acetyl chain business in response to trade flows and prevailing industry trends.
Removed
Current Other Liabilities As of December 31, 2022 2021 (In $ millions) Benefit obligations ( Note 12 ) 25 26 Customer rebates 101 96 Derivatives ( Note 1 7 ) 63 5 Interest ( Note 11 ) 265 30 Legal ( Note 19 ) 21 33 Operating leases ( Note 16 ) 83 37 Restructuring ( Note 24 ) 6 7 Salaries and benefits 151 135 Sales and use tax/foreign withholding tax payable 108 27 Investment in affiliates ( Note 7 ) 79 — Other (1) 299 77 Total 1,201 473 ____________________________ (1) Includes $166 million of liabilities related to the M&M Acquisition payable to DuPont as of December 31, 2022. 85 Table of Contents 11.
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Our Acetyl Chain segment has production sites in Belgium, Canada, China, Germany, Mexico, the Netherlands, Singapore, Sweden, Switzerland and the U.S. We are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain.
Removed
Debt As of December 31, 2022 2021 (In $ millions) Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates Current installments of long-term debt 506 527 Short-term borrowings, including amounts due to affiliates (1) 500 64 Revolving credit facility (2) 300 200 Total 1,306 791 ______________________________ (1) The weighted average interest rate was 5.8% and 0.2% as of December 31, 2022 and 2021, respectively.
Added
We believe our production technology is among the lowest cost in the industry and provides us with global growth opportunities through low cost expansions and a cost advantage over our competitors. With decades of experience, advanced proprietary process technology and favorable capital and production costs, we are a leading global producer of acetic acid, VAM and VAE.
Removed
(2) The weighted average interest rate was 5.8% and 1.4% as of December 31, 2022 and 2021, respectively.
Added
AOPlus ® 3 technology extends our historical technology advantage in acetic acid and enables us to construct a world scale greenfield acetic acid facility at a lower capital cost than our competitors. Our VAntage ® 2 technology enables us to increase VAM capacity to meet growing customer demand globally with minimal investment.
Removed
As of December 31, 2022 2021 (In $ millions) Long-Term Debt Senior unsecured notes due 2022, interest rate of 4.625% — 500 Senior unsecured notes due 2023, interest rate of 1.125% 480 509 Senior unsecured notes due 2024, interest rate of 3.500% 499 499 Senior unsecured notes due 2024, interest rate of 5.900% 2,000 — Senior unsecured notes due 2025, interest rate of 1.250% 320 339 Senior unsecured notes due 2025, interest rate of 6.050% 1,750 — Senior unsecured term loan due 2025, interest rate of 5.934% 750 — Senior unsecured notes due 2026, interest rate of 1.400% 400 400 Senior unsecured notes due 2026, interest rate of 4.777% 1,067 — Senior unsecured notes due 2027, interest rate of 2.125% 531 564 Senior unsecured notes due 2027, interest rate of 6.165% 2,000 — Senior unsecured term loan due 2027, interest rate of 5.934% 1,000 — Senior unsecured notes due 2028, interest rate of 0.625% 533 566 Senior unsecured notes due 2029, interest rate of 5.337% 533 — Senior unsecured notes due 2029, interest rate of 6.330% 750 — Senior unsecured notes due 2032, interest rate of 6.379% 1,000 — Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00% 164 166 Bank loans due at various dates through 2026 (1) 4 6 Obligations under finance leases due at various dates through 2054 172 173 Subtotal 13,953 3,722 Unamortized debt issuance costs (2) (74) (19) Current installments of long-term debt (506) (527) Total 13,373 3,176 ______________________________ (1) The weighted average interest rate was 1.3% and 1.3% as of December 31, 2022 and 2021, respectively.
Added
VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses.
Removed
(2) Related to the Company's long-term debt, excluding obligations under finance leases. 86 Table of Contents Senior Credit Facilities In connection with the M&M Acquisition, on February 17, 2022, the Company entered into a bridge facility commitment letter with Bank of America, N.A.
Added
Our emulsion polymers products are sold under globally and regionally recognized brands including EcoVAE ® , Mowilith ® , Vinamul ® , Celvolit ® , Dur-O-Set ® , TufCOR ® , Avicor ® , Flexbond ® and Resyn ® .
Removed
("Bank of America") pursuant to which Bank of America committed to provide, subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Subsequently, commitments in respect of the Bridge Facility were syndicated to additional financial institutions as contemplated thereby.
Added
Our RDP business is a leading global producer of redispersible polymer powders, sold under the Elotex® brand. The business consumes polymer emulsions which are converted into powdered thermoplastic resin materials.
Removed
On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (the "March 2022 Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion.
Added
RDP products are used in a variety of applications in the mortar industry, including decorative mortar, exterior insulation and finish systems, gypsum-based materials, plaster and render, self-leveling floor systems, skim coat and tile adhesives. Our acetate tow business is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications.
Removed
On September 16, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into an additional term loan credit agreement (the "September 2022 Term Loan Credit Agreement" and, together with the March 2022 Term Loan Credit Agreement, the "Term Loan Credit Agreements"), pursuant to which lenders have provided delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the Term Loan Credit Agreements collectively, the "Term Loan Facility").
Added
We hold an approximately 30% ownership interest in three separate ventures in China that produce acetate flake and acetate tow. China National Tobacco Corporation, a Chinese state-owned tobacco entity, has been our venture partner for over three decades. • Key Products Acetyl Products. Acetyl products include acetic acid, VAM, acetic anhydride and acetate esters.
Removed
The Term Loan Facility was fully drawn during the three months ended December 31, 2022.
Added
Acetic acid is primarily used to manufacture VAM, purified terephthalic acid and other acetyl derivatives. VAM is used in a variety of adhesives, paints, films, coatings and textiles. Acetic anhydride is a raw material used in the production of cellulose acetate, detergents and pharmaceuticals. Acetate esters are used in solvents for ink formulations, surface coatings, adhesives and pharmaceutical industries.
Removed
Amounts outstanding under the 364-day tranche of the Term Loan Facility will accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on the Company's senior unsecured debt rating.
Added
We manufacture acetic acid, VAM and acetic anhydride for our own use in producing downstream, value-added products, as well as for sale to third parties. Acetic acid and VAM leverage global supply and demand fundamentals. The principal raw materials in these products are carbon monoxide, methanol and ethylene.
Removed
Amounts outstanding under the 5-year tranche of the Term Loan Facility and 3-year tranche of the Term Loan Facility will accrue interest at a rate equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on the Company's senior unsecured debt rating.
Added
We generally purchase carbon monoxide under long-term contracts, and we also produce carbon monoxide in our Clear Lake facility. We generally purchase methanol and ethylene under both annual and multi-year contracts. Methanol and ethylene are commodity products and generally available from a wide variety of sources, while carbon monoxide is typically purpose-made in close proximity.
Removed
The entry into the Term Loan Credit Agreements and offerings of USD- and euro-denominated notes (as described below) reduced availability under the Bridge Facility to zero and the Company terminated the Bridge Facility.
Added
We have a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui, in which we own a 50% interest, for the production of methanol at our integrated chemical plant in Clear Lake, Texas. The methanol unit utilizes natural gas in the U.S. Gulf Coast region as a feedstock.
Removed
Also on March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit facility (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreements, the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027.
Added
Almost all of our North American methanol needs are met from our share of the production, as well as the long-term contract we have with our joint venture partner, Mitsui. 9 Table of Contents In December 2023, we began carbon capture and utilization ("CCU") operations at our Clear Lake site as part of our Fairway joint venture.
Removed
The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate the Company's existing revolving credit facility. The Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the Company's U.S. assets and business operations ("the Subsidiary Guarantors").
Added
The unit is expected to capture CO2 industrial emissions and produce low-carbon methanol which will help our global customers meet the growing demand for more sustainable and circular solutions. The products will be launched under the ECO-CC name and be supported through third-party mass balance tracking and life cycle assessment processes. Solvents and Derivatives.
Removed
The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report. The Credit Agreements contain certain covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), events of default and change of control provisions.
Added
We manufacture a variety of solvents, formaldehyde and other chemicals, which in turn are used in the manufacture of paints, coatings, adhesives and other products. Many solvents and derivatives products are derived from our production of acetic acid.
Removed
During the year ended December 31, 2022, the Company paid $66 million in fees related to the Bridge Facility commitment, amortizing these fees to interest expense in the year ended December 31, 2022.
Added
Primary products are: • Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives; • Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and • Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.
Removed
The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facility are as follows: As of December 31, 2022 (In $ millions) Revolving Credit Facility Borrowings outstanding (1) 300 Available for borrowing (2) 1,450 ______________________________ (1) The Company borrowed $765 million and repaid $465 million under its new senior unsecured revolving credit facility during the year ended December 31, 2022.
Added
Emulsion Polymers. Our emulsion polymers business produces conventional vinyl- and acrylate-based emulsions and VAE emulsions. VAE emulsions are a key component of water-based architectural coatings, adhesives, non-wovens, textiles, glass fiber and other applications. VAE emulsions are in high demand in Europe and Asia as they enable low volatile organic compound paints, specifically in interior paints. EVA Polymers.
Removed
The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the year ended December 31, 2022.
Added
Our EVA polymers business produces low-density polyethylene, EVA resins and compounds. Low-density polyethylene is produced in high-pressure reactors from ethylene, while EVA resins and compounds are produced in high-pressure reactors from ethylene and VAM. Redispersible Powders .
Removed
(2) The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings. 87 Table of Contents Senior Notes The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended (collectively, the "Senior Notes").
Added
Our RDP business uses a number of emulsions in manufacturing redispersible powders to meet requirements for various applications and formulated to fit our customers' needs for optimal production. Acetate tow and acetate flake . Acetate tow is a fiber used primarily in cigarette filters.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+29 added7 removed13 unchanged
Biggest changeResults of Operations Financial Highlights Year Ended December 31, 2022 2021 Change (In $ millions, except percentages) Statement of Operations Data Net sales 9,673 8,537 1,136 Gross profit 2,380 2,682 (302) Selling, general and administrative ("SG&A") expenses (824) (633) (191) Other (charges) gains, net (8) 3 (11) Operating profit (loss) 1,378 1,946 (568) Equity in net earnings (loss) of affiliates 220 146 74 Non-operating pension and other postretirement employee benefit (expense) income 17 106 (89) Interest expense (405) (91) (314) Interest income 69 8 61 Dividend income - equity investments 133 147 (14) Earnings (loss) from continuing operations before tax 1,421 2,248 (827) Earnings (loss) from continuing operations 1,910 1,918 (8) Earnings (loss) from discontinued operations (8) (22) 14 Net earnings (loss) 1,902 1,896 6 Net earnings (loss) attributable to Celanese Corporation 1,894 1,890 4 Other Data Depreciation and amortization 462 371 91 SG&A expenses as a percentage of Net sales 8.5 % 7.4 % Operating margin (1) 14.2 % 22.8 % Other (charges) gains, net Restructuring (6) (5) (1) Asset impairments (14) (2) (12) Plant/office closures 12 10 2 Total Other (charges) gains, net (8) 3 (11) _____________________________ (1) Defined as Operating profit (loss) divided by Net sales. 36 Table of Contents As of December 31, 2022 2021 (In $ millions) Balance Sheet Data Cash and cash equivalents 1,508 536 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,306 791 Long-term debt, net of unamortized deferred financing costs 13,373 3,176 Total debt 14,679 3,967 Factors Affecting Business Segment Net Sales The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows: Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Volume Price Currency Total (In percentages) Engineered Materials 33 23 (8) 48 Acetyl Chain (6) 6 (3) (3) Total Company 6 11 (4) 13 Consolidated Results Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net sales increased $1.1 billion, or 13%, for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher pricing in both of our segments, primarily driven by our Engineered Materials segment, due to higher raw material costs, higher energy costs and product mix; and higher volume in our Engineered Materials segment, primarily in elastomers related to our acquisition of the majority of the Mobility & Materials business (the "M&M Business"), our acquisition of the Santoprene™ thermoplastic vulcanizates elastomers business of Exxon Mobil Corporation ("Santoprene"), as well as the Korea Engineering Plastics Co., Ltd., ("KEPCO") restructuring; partially offset by: an unfavorable currency impact resulting from a weaker euro relative to the U.S. dollar; and lower volume in our Acetyl Chain segment, primarily due to decreased demand in Asia.
Biggest changeAs of December 31, 2023 2022 (In $ millions) Balance Sheet Data Cash and cash equivalents 1,805 1,508 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,383 1,306 Long-term debt, net of unamortized deferred financing costs 12,301 13,373 Total debt 13,684 14,679 37 Table of Contents Factors Affecting Business Segment Net Sales The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows: Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 54 (1) 53 Acetyl Chain 2 (17) (15) Total Company 23 (10) 13 Consolidated Results Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net sales increased $1.3 billion, or 13%, for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: higher volume, primarily in our Engineered Materials segment related to the M&M Acquisition and the KEPCO restructuring (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information) and also in our Acetyl Chain segment due to increased demand for most of our products in Asia; partially offset by: lower pricing, primarily in our Acetyl Chain segment as market and pricing conditions reverted from increased levels in the prior year and also in our Engineered Materials segment due to decreased energy surcharges, market considerations, and an unfavorable product mix; and lower volume in our Acetyl Chain segment due to decreased demand for vinyl acetate monomer ("VAM"), acid and emulsion polymers in the Western Hemisphere.
We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements.
We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements.
Discussion of our financial condition and results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020 and for the year ended December 31, 2020 compared to the year ended December 31, 2019, can be found in Part II - Item 7.
Discussion of our financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 and for the year ended December 31, 2021 compared to the year ended December 31, 2020, can be found in Part II - Item 7.
While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, Credit Agreement, other outstanding debt, Common Stock dividends and Common Stock repurchases.
While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Credit Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases.
Unsold U.S. accounts receivable of $99 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2022. Factoring and Discounting Agreements We have factoring agreements in Europe and Singapore with financial institutions.
Unsold U.S. accounts receivable of $109 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2023. Factoring and Discounting Agreements We have factoring agreements in Europe and Singapore with financial institutions.
For further information regarding the acquisition and related financing transactions, see Debt and Other Obligations in this Liquidity and Capital Resources and Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
For further information regarding the acquisition and related financing 41 Table of Contents transactions, see Debt and Other Obligations in this Liquidity and Capital Resources and Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
The cash dividend will be paid on March 7, 2023 to holders of record as of February 21, 2023. Our Board of Directors has authorized the aggregate repurchase of $6.9 billion of our Common Stock since February 2008. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased.
The cash dividend will be paid on March 5, 2024 to holders of record as of February 20, 2024. Our Board of Directors has authorized the aggregate repurchase of $6.9 billion of our Common Stock since February 2008. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased.
Failure to comply with these covenants, or the occurrence of any other event of 44 Table of Contents default, could result in acceleration of the borrowings and other financial obligations. We are in compliance with all of the covenants related to our debt agreements as of December 31, 2022.
Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. We are in compliance with all of the covenants related to our debt agreements as of December 31, 2023.
In addition, exchange rates had a favorable impact of $4 million on cash and cash equivalents and an unfavorable impact of $15 million on cash and cash equivalents for the years ended December 31, 2022 and 2021, respectively.
In addition, exchange rates had an unfavorable impact of $12 million on cash and cash equivalents and a favorable impact of $4 million on cash and cash equivalents for the years ended December 31, 2023 and 2022, respectively.
We de-recognized $1.1 billion and $1.1 billion of accounts receivable under this agreement for the years ended December 31, 2022 and 2021, respectively, and collected $1.1 billion and $1.1 billion of accounts receivable sold under this agreement during the same periods.
We de-recognized $1.4 billion and $1.1 billion of accounts receivable under this agreement for the years ended December 31, 2023 and 2022, respectively, and collected $1.3 billion and $1.1 billion of accounts receivable sold under this agreement during the same periods.
Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the Credit Agreement (subject to the satisfaction of customary document delivery requirements).
Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements).
There can be no assurance, however, that we will continue to generate cash flows at or above current levels. Capital expenditures were $543 million for the year ended December 31, 2022.
There can be no assurance, however, that we will continue to generate cash flows at or above current levels. Total capital expenditures were $568 million for the year ended December 31, 2023.
("DuPont"), including as a result of the performance of the M&M Business between signing and closing of the M&M Acquisition; the possibility that we will not be able to realize anticipated improvements in the M&M Business's financial performance including optimizing pricing, currency mix and inventory or realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, within the anticipated timeframe or at all, whether as a result of difficulties 34 Table of Contents arising from the operation or integration of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; diversion of management's attention from ongoing business operations and opportunities and other disruption caused by the M&M Acquisition and the integration processes and their impact on our existing business and relationships; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war (such as the Russia-Ukraine conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors, both referenced and not referenced in this Annual Report. 35 Table of Contents Many of these factors are macroeconomic in nature and are, therefore, beyond our control.
(the "M&M Acquisition") in order to realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; 35 Table of Contents risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or the Israel-Hamas conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors, both referenced and not referenced in this Annual Report.
In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the accuracy or inaccuracy of our beliefs or assumptions regarding anticipated benefits of the acquisition (the "M&M Acquisition") by us of the majority of the Mobility & Materials business (the "M&M Business") of DuPont de Nemours, Inc.
In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to timely or effectively continue to integrate the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc.
While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months.
We are committed to rapid deleveraging and to maintaining our investment grade debt rating. While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. Our effective income tax rate for the year ended December 31, 2022 was (34)% compared to 15% for the year ended 2021.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. 38 Table of Contents Our effective income tax benefit rate for the year ended December 31, 2023 was 67% compared to 34% for the year ended 2022.
On March 18, 2022, we entered into a term loan credit agreement (the "March 2022 Term Loan Credit Agreement"), pursuant to which lenders have provided a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion.
Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million (the "364-day Term Loans") and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans").
We continue to prioritize those projects expected to drive productivity in the near-term and expect capital expenditures to be approximately $600 million in 2023, primarily due to certain investments in growth opportunities and productivity improvements.
We continue to prioritize projects that drive growth and productivity in the near term and expect total capital expenditures to be approximately $400 million in 2024, primarily due to certain investments in growth opportunities and productivity improvements.
The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate our existing revolving credit facility. 43 Table of Contents Senior Notes We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended, as follows (collectively, the "Senior Notes"): Senior Notes Issue Date Principal Interest Rate Interest Pay Dates Maturity Date (In millions) (In percentages) 1.125% Notes September 2016 €450 1.125 September 26 September 26, 2023 3.500% Notes May 2019 $500 3.500 May 8 November 8 May 8, 2024 5.900% Notes July 2022 $2,000 5.900 January 5 July 5 July 5, 2024 1.250% Notes December 2017 €300 1.250 February 11 February 11, 2025 6.050% Notes July 2022 $1,750 6.050 March 15 September 15 March 15, 2025 4.777% Notes July 2022 €1,000 4.777 July 19 July 19, 2026 1.400% Notes August 2021 $400 1.400 February 5 August 5 August 5, 2026 2.125% Notes November 2018 €500 2.125 March 1 March 1, 2027 6.165% Notes July 2022 $2,000 6.165 January 15 July 15 July 15, 2027 0.625% Notes September 2021 €500 0.625 September 10 September 10, 2028 5.337% Notes July 2022 €500 5.337 January 19 January 19, 2029 6.330% Notes July 2022 $750 6.330 January 15 July 15 July 15, 2029 6.379% Notes July 2022 $1,000 6.379 January 15 July 15 July 15, 2032 The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors.
We expect the China Credit Agreements will facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate. 44 Table of Contents Senior Notes We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended, as follows (collectively, the "Senior Notes"): Senior Notes Issue Date Principal Interest Rate Interest Pay Dates Maturity Date (In millions) (In percentages) 3.500% Notes May 2019 $500 3.500 May 8 November 8 May 8, 2024 5.900% Notes July 2022 $2,000 5.900 January 5 July 5 July 5, 2024 1.250% Notes December 2017 €300 1.250 February 11 February 11, 2025 6.050% Notes July 2022 $1,750 6.050 March 15 September 15 March 15, 2025 4.777% Notes July 2022 €1,000 4.777 July 19 July 19, 2026 1.400% Notes August 2021 $400 1.400 February 5 August 5 August 5, 2026 2.125% Notes November 2018 €500 2.125 March 1 March 1, 2027 6.165% Notes July 2022 $2,000 6.165 January 15 July 15 July 15, 2027 0.625% Notes September 2021 €500 0.625 September 10 September 10, 2028 6.350% Notes August 2023 $1,000 6.350 May 15 November 15 November 15, 2028 5.337% Notes July 2022 €500 5.337 January 19 January 19, 2029 6.330% Notes July 2022 $750 6.330 January 15 July 15 July 15, 2029 6.550% Notes August 2023 $999 6.550 May 15 November 15 November 15, 2030 6.379% Notes July 2022 $1,000 6.379 January 15 July 15 July 15, 2032 6.700% Notes August 2023 $1,000 6.700 May 15 November 15 November 15, 2033 The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors.
We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
In addition, we held cash and cash equivalents of $1.8 billion as of December 31, 2023. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
This repurchase program does not have an expiration date. During the year ended December 31, 2022, we did not repurchase any shares of our Common Stock. As of December 31, 2022, we had $1.1 billion remaining under authorizations by our Board of Directors. See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information.
This repurchase program does not have an expiration date. During the year ended December 31, 2023, we did not repurchase any shares of our Common Stock. As of December 31, 2023, we had $1.1 billion remaining under authorizations by our Board of Directors.
Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.
Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor. 46 Table of Contents For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries.
Non-operating pension and other postretirement employee benefit income decreased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: an increase in recognized actuarial loss of $40 million as a result of lower than expected actual asset returns, partially offset by an increase in the weighted average discount rate used to determine benefit obligations from 2.5% to 4.9%, and a decrease in expected asset returns of $39 million.
Non-operating pension and other postretirement employee expense increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: higher interest costs of $66 million and lower expected return on plan assets of $34 million, partially offset by a decrease in recognized actuarial loss of $15 million primarily as a result of a decrease in the weighted average discount rate used to determine benefit obligations from 4.9% to 4.5%.
The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report. The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis.
The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis.
We de-recognized $320 million and $230 million of accounts receivable under these factoring agreements for the years ended December 31, 2022 and 2021, respectively, and collected $325 million and $185 million of accounts receivable sold under these factoring agreements during the same periods. In 2021, we entered into a letter of credit discounting agreement in Singapore with a financial institution.
In March 2021, we entered into a letter of credit discounting agreement in Singapore with a financial institution. We de-recognized $8 million and $50 million of accounts receivable under this agreement for the years ended December 31, 2023 and 2022, respectively.
Non-operating pension and other postretirement employee benefit income decreased $89 million for the year ended December 31, 2022 compared to the same period in 2021 primarily due to an increase in recognized actuarial loss of $40 million as a result of lower than expected actual asset returns, partially offset by an increase in the weighted average discount rate used to determine benefit obligations from 2.5% to 4.9% and a decrease in expected asset returns of $39 million.
Non-operating pension and other postretirement employee expense increased $86 million for the year ended December 31, 2023 compared to the same period in 2022 primarily due to higher interest costs of $66 million and lower expected return on plan assets of $34 million, partially offset by a decrease in recognized actuarial loss of $15 million primarily as a result of a decrease in the weighted average discount rate used to determine benefit obligations from 4.9% to 4.5%.
As of December 31, 2022, we have $1.45 billion available for borrowing under our senior unsecured revolving credit facility, if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $1.5 billion as of December 31, 2022.
As of December 31, 2023, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility and $34 million available for borrowing under our separate China Revolving Credit Facility (defined below), if required, in meeting our working capital needs and other contractual obligations.
Year Ended December 31, 2022 (In $ millions) Net sales to third parties 2,022 Net sales to non-guarantor subsidiaries 1,160 Total net sales 3,182 Gross profit 609 Earnings (loss) from continuing operations 327 Net earnings (loss) 321 Net earnings (loss) attributable to the Obligor Group 321 45 Table of Contents As of December 31, 2022 2021 (In $ millions) Receivables from non-guarantor subsidiaries 754 624 Other current assets 1,588 1,236 Total current assets 2,342 1,860 Goodwill 567 578 Other noncurrent assets 2,718 2,584 Total noncurrent assets 3,285 3,162 Current liabilities due to non-guarantor subsidiaries 2,100 2,493 Current liabilities due to affiliates 2 64 Other current liabilities 2,201 1,347 Total current liabilities 4,303 3,904 Noncurrent liabilities due to non-guarantor subsidiaries 3,400 2,348 Other noncurrent liabilities 13,842 3,610 Total noncurrent liabilities 17,242 5,958 Share Capital On February 8, 2023, we declared a quarterly cash dividend of $0.70 per share on our Common Stock amounting to approximately $76 million.
Year Ended December 31, 2023 (In $ millions) Net sales to third parties 1,826 Net sales to non-guarantor subsidiaries 1,048 Total net sales 2,874 Gross profit 561 Earnings (loss) from continuing operations 1,464 Net earnings (loss) 1,456 Net earnings (loss) attributable to the Obligor Group 1,456 As of December 31, 2023 2022 (In $ millions) Receivables from non-guarantor subsidiaries 787 754 Other current assets 2,245 1,588 Total current assets 3,032 2,342 Goodwill 536 567 Other noncurrent assets 3,289 2,718 Total noncurrent assets 3,825 3,285 Current liabilities due to non-guarantor subsidiaries 2,993 2,100 Current liabilities due to affiliates 6 2 Other current liabilities 1,940 2,201 Total current liabilities 4,939 4,303 Noncurrent liabilities due to non-guarantor subsidiaries 3,365 3,400 Other noncurrent liabilities 13,007 13,842 Total noncurrent liabilities 16,372 17,242 Share Capital On February 7, 2024, we declared a quarterly cash dividend of $0.70 per share on our Common Stock amounting to approximately $76 million.
On September 16, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into an additional term loan credit agreement (the "September 2022 Term Loan Credit Agreement" and, together with the March 2022 Term Loan Credit Agreement, the "Term Loan Credit Agreements"), pursuant to which lenders have provided delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the Term Loan Credit Agreements collectively, the "Term Loan Facility").
Term Loan Credit Agreements"), pursuant to which lenders have provided delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the "3-year Term Loans" and collectively with the 364-day Term Loans and the 5-year Term Loans, the "U.S. Term Loan Facility"). The U.S.
The Parent Guarantor has no material assets other than the stock of its immediate 100% owned subsidiary, the Issuer. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the Credit Agreement, is the cash that our subsidiaries generate from their operations.
The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S.
We continue to see the incremental capacity from investments made in recent years strengthen our manufacturing network reliability to best serve our customers. We did not repurchase any Common Stock during the year ended December 31, 2022. On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own.
We continue to see the incremental capacity from investments made in recent years strengthen the growth and reliability of our manufacturing network reliability to best serve our customers. We did not repurchase any Common Stock during the year ended December 31, 2023.
Under the TCJA, we have incurred a prior year charge associated with the deemed repatriation of previously unremitted foreign earnings, including foreign held cash. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
GAAP gain over the tax gain from the formation of the Nutrinova joint venture. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
As of December 31, 2022, we have directly guaranteed $142 million and €27 million of such obligations. We have not entered into any material off-balance sheet arrangements.
We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, 2023, we have directly guaranteed $145 million and €31 million of such obligations. We have not entered into any material off-balance sheet arrangements.
The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor.
See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information; and 42 Table of Contents proceeds from the sale of marketable securities of $516 million, which did not recur in the current year. Net Cash Provided by (Used in) Financing Activities Net cash provided by financing activities increased $11.3 billion to $10.3 billion for the year ended December 31, 2022 compared to net cash used in financing activities of $1.0 billion for the same period in 2021, primarily due to: an increase in net proceeds of long-term debt of $10.0 billion, primarily due to the issuance of senior unsecured notes consisting of $2.0 billion in principal amount of 5.900% notes due July 5, 2024, $1.75 billion in principal amount of 6.050% notes due March 15, 2025, $2.0 billion in principal amount of 6.165% notes due July 15, 2027, $750 million in principal amount of 6.330% notes due July 15, 2029 and $1.0 billion in principal amount of 6.379% notes due July 15, 2032 (collectively, the "Acquisition USD Notes"), as well as senior unsecured notes consisting of €1.0 billion in principal amount of 4.777% notes due July 19, 2026 and €500 million in principal amount of 5.337% notes due January 19, 2029 (collectively, the "Acquisition Euro Notes" and, together with the Acquisition USD Notes, the "Acquisition Notes"), partially offset by the maturity of the 5.875% senior unsecured notes ("5.875% Notes") which were repaid during the year ended December 31, 2021; a decrease in share repurchases of our Common Stock of $983 million during the year ended December 31, 2022; and an increase in net borrowings on short-term debt of $336 million, primarily due to borrowing under the senior unsecured revolving credit facility related to the M&M Acquisition in November 2022.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information; and a cash inflow of $461 million related to the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information). Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities increased $11.7 billion to $1.5 billion for the year ended December 31, 2023 compared to net cash provided by financing activities of $10.3 billion for the same period in 2022, primarily due to: a decrease in net proceeds of long-term debt, primarily due to the Tender Offer (defined below) of $2.25 billion, payment in full of the 3-year Term Loans (defined below) of $750 million, repayment at maturity of the 1.125% senior unsecured notes during the year ended December 31, 2023, and issuance of the Acquisition Notes (defined below), borrowings under the 3-year and 5-year Term Loans (defined below) during the year ended December 31, 2022 (see Note 11 - Debt in the accompanying consolidated financial statements for further information), which did not recur in the current year; and an increase in net payments on short-term debt, primarily as a result of payments on our revolving credit facilities and payment in full of the 364-day Term Loans (defined below); 43 Table of Contents partially offset by: an increase in net proceeds of long-term debt, primarily due to the 2023 Offering (defined below) of $3.0 billion in principal amount during the year ended December 31, 2023 and repayment at maturity of the 4.625% senior unsecured notes during the year ended December 31, 2022; and a decrease in net payments on short-term debt, primarily due to borrowings on our revolving credit facilities and China Working Capital Term Loan Agreement (defined below) during the year ended December 31, 2023 and borrowing under the senior unsecured revolving credit facility related to the M&M Acquisition in November 2022.
Net proceeds from the sale of the Acquisition Notes were used to fund the purchase price for the M&M Acquisition, with any remaining proceeds being used for general corporate purposes. The entry into the Term Loan Credit Agreements and the offerings of the Acquisition Notes reduced availability under the Bridge Facility to zero, and we terminated the Bridge Facility.
Fees and expenses of the offering of the Acquisition Notes, inclusive of underwriting discounts, were $65 million. Net proceeds from the sale of the Acquisition Notes were used to fund the purchase price for the M&M Acquisition, with any remaining proceeds being used for general corporate purposes. The entry into the U.S.
Equity in net earnings (loss) of affiliates increased for the for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: an increase in equity investment in earnings of $90 million from our Ibn Sina strategic affiliate, primarily as a result of tighter market conditions and stronger demand. 39 Table of Contents Acetyl Chain Year Ended December 31, % 2022 2021 Change Change (In $ millions, except percentages) Net sales 5,743 5,894 (151) (2.6) % Net Sales Variance Volume (6) % Price 6 % Currency (3) % Operating profit (loss) 1,447 1,875 (428) (22.8) % Operating margin 25.2 % 31.8 % Dividend income - equity investments 132 146 (14) (9.6) % Depreciation and amortization 213 210 3 1.4 % Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net sales decreased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: lower volume for most of our products due to decreased demand, primarily in Asia; and an unfavorable currency impact resulting from a weaker euro relative to the U.S. dollar; partially offset by: higher pricing for most of our products, primarily due to tighter market conditions as a result of increased customer demand in the Western Hemisphere and supply constraints across most regions; and higher volume for VAM due to increased demand.
Acetyl Chain Year Ended December 31, % 2023 2022 Change Change (In $ millions, except percentages) Net sales 4,884 5,743 (859) (15.0) % Net Sales Variance Volume 2 % Price (17) % Currency % Operating profit (loss) 1,109 1,447 (338) (23.4) % Operating margin 22.7 % 25.2 % Dividend income - equity investments 124 132 (8) (6.1) % Depreciation and amortization 217 213 4 1.9 % Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net sales decreased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: lower pricing for most of our products, primarily VAM, acid and emulsion polymers, as market and pricing conditions reverted from increased levels in the prior year particularly in Asia and Europe; and lower volume due to decreased demand for VAM, acid and emulsion polymers in the Western Hemisphere; partially offset by: higher pricing for acetate tow; and higher volume due to increased demand for most of our products, primarily in Asia.
We remain in compliance with the financial covenants under our senior unsecured revolving credit facility and expect to remain in compliance based on our current expectation of future results of operations.
We remain in compliance with the covenants in the existing Global Credit Agreements (defined below, and as amended to date) and expect to remain in compliance based on our current expectation of future results of operations and planned cash generation activities.
The lower effective income tax rate for the year ended December 31, 2022 compared to the same period in 2021 was primarily due to the reorganization of our foreign legal entity holding structure and relocation of certain of our intangible assets to align with the acquired M&M Business foreign operations.
The higher effective income tax benefit rate for the year ended December 31, 2023 compared to the same period in 2022 was primarily due to the relocation of certain intangible assets to better align with the acquired M&M foreign operations, the realignment of our European headquarters and principal operations to Switzerland to achieve operational efficiencies, the release of valuation allowances on U.S. foreign tax credit carryforwards, and the excess of the U.S.
Operating profit decreased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher raw material and sourcing costs, primarily for methanol and carbon monoxide due to stronger demand and tighter market conditions, as well as higher distribution costs due to global shipping constraints; lower Net sales; higher energy costs of $89 million, primarily due to price increases for natural gas and electricity; and higher spending of $53 million, primarily as a result of increased plant operating and maintenance expenses. 40 Table of Contents Other Activities Year Ended December 31, % 2022 2021 Change Change (In $ millions, except percentages) Operating profit (loss) (498) (340) (158) (46.5) % Non-operating pension and other postretirement employee benefit (expense) income 17 106 (89) (84.0) % Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Operating loss increased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher functional and project spending of $187 million, primarily related to our acquisitions of the M&M Business and Santoprene; partially offset by: lower incentive compensation cost.
Operating profit decreased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: lower Net sales; partially offset by: lower raw material and sourcing costs, primarily for ethylene, methanol and acid. 40 Table of Contents Other Activities Year Ended December 31, % 2023 2022 Change Change (In $ millions, except percentages) Operating profit (loss) (505) (498) (7) (1.4) % Non-operating pension and other postretirement employee benefit (expense) income (68) 17 (85) (500.0) % Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Operating loss increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: higher functional spending of $106 million, primarily related to additional sites and employees gained through the M&M Acquisition; partially offset by: lower merger and acquisition project spending of $66 million; and a favorable currency impact of $33 million.
The Term Loan Facility was fully drawn during the three months ended December 31, 2022. The Term Loan Facility is guaranteed by Celanese and domestic subsidiaries representing substantially all of our U.S. assets and business operations.
The March 2022 U.S. Term Loan Credit Agreement and the U.S. Revolving Credit Agreement are, and the September 2022 U.S. Term Loan Credit Agreement was, guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").
Operating profit decreased $568 million, or 29%, for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher raw material and energy costs in both of our segments; higher spending in both of our segments, primarily as a result of our acquisitions of the M&M Business and Santoprene, as well as increased plant operating and maintenance expenses; and 37 Table of Contents lower Net sales in our Acetyl Chain segment; partially offset by: higher Net sales in our Engineered Materials segment.
Operating profit increased $309 million, or 22%, for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: higher Net sales in our Engineered Materials segment; a gain of $515 million in our Engineered Materials segment recognized on the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and lower raw material and sourcing costs in our Acetyl Chain segment, primarily for ethylene, methanol and acid; partially offset by: higher raw material costs and spending in our Engineered Materials segment as a result of additional production capacity gained through the M&M Acquisition; and lower Net sales in our Acetyl Chain segment.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities increased $62 million to $1.8 billion for the year ended December 31, 2022 compared to $1.8 billion for the same period in 2021, primarily due to: favorable changes in trade working capital of $291 million, primarily due to the timing of collections of trade receivables, inventory builds and settlement of trade payables; partially offset by: a lower earnings performance. Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities increased $10.0 billion to $11.1 billion for the year ended December 31, 2022 compared to $1.1 billion for the same period in 2021, primarily due to: a net cash outflow of $9.4 billion related to the M&M Acquisition in November 2022, partially offset by the acquisition of the Santoprene™ thermoplastic vulcanizates elastomers business of Exxon Mobil Corporation in 2021,which did not recur in the current year.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities increased $80 million to $1.9 billion for the year ended December 31, 2023 compared to $1.8 billion for the same period in 2022, primarily due to: favorable trade working capital of $642 million, primarily related to inventory reduction due to aligning inventory and production levels to demand and lower raw materials and inventory costs, and the timing of settlement of trade payables and collections of trade receivables during the year ended December 31, 2023; and cash receipts of non-trade receivables of $346 million, primarily related to the receivable balances arising from the M&M Acquisition and other transaction activities; partially offset by: an increase in cash interest paid of $639 million related primarily to the debt incurred to finance the M&M Acquisition; and a decrease in earnings performance, net of the gain recognized on the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information). Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities decreased $11.0 billion to $134 million for the year ended December 31, 2023 compared to $11.1 billion for the same period in 2022, primarily due to: a cash outflow of $10.6 billion related to the M&M Acquisition in November 2022, which did not recur in the current year.
On February 21, 2023, we amended the Credit Agreements for certain covenants included in the respective credit agreements. See Note 11 - Debt in the accompanying consolidated financial statements for further information. Guarantor Financial Information We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (collectively, the "Senior Notes").
On February 21, 2023 and February 16, 2024, we amended certain covenants, including the financial ratio covenant, included in the U.S. Credit Agreements. See Note 11 - Debt in the accompanying consolidated financial statements for further information.
On March 18, 2022, we entered into a new revolving credit agreement (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreements the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027.
Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate our then-existing revolving credit facility.
Contractual Obligations, Guarantees and Commitments We calculated $2.7 billion of all future interest payments on debt and other obligations using the rate in effect on December 31, 2022 and $476 million of all future pension and other postretirement funding obligations. We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 47 Table of Contents Contractual Obligations, Guarantees and Commitments We calculated $3.3 billion of all future interest payments on debt and other obligations using the rate in effect on December 31, 2023 and $495 million of all future pension and other postretirement funding obligations.
If our actual future results of operations differ materially from these expectations, or if we otherwise experience increased indebtedness or substantially lower EBITDA, we may be required to seek an amendment or waiver of such covenants which may increase our borrowing costs under those debt instruments.
If the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of any impacted covenants, which may increase our borrowing costs under the existing Global Credit Agreements. 42 Table of Contents Cash Flows Cash and cash equivalents increased $297 million to $1.8 billion as of December 31, 2023 compared to December 31, 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2021 and December 31, 2020, respectively. 38 Table of Contents Business Segments Engineered Materials Year Ended December 31, % 2022 2021 Change Change (In $ millions, except percentages) Net sales 4,024 2,718 1,306 48.1 % Net Sales Variance Volume 33 % Price 23 % Currency (8) % Operating profit (loss) 429 411 18 4.4 % Operating margin 10.7 % 15.1 % Equity in net earnings (loss) of affiliates 202 126 76 60.3 % Depreciation and amortization 226 144 82 56.9 % Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net sales increased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher volume, primarily in elastomers related to our acquisition of the M&M Business, our acquisition of Santoprene, as well as the KEPCO restructuring.
Business Segments Engineered Materials Year Ended December 31, % 2023 2022 Change Change (In $ millions, except percentages) Net sales 6,149 4,024 2,125 52.8 % Net Sales Variance Volume 54 % Price (1) % Currency % Operating profit (loss) 1,083 429 654 152.4 % Operating margin 17.6 % 10.7 % Equity in net earnings (loss) of affiliates 83 202 (119) (58.9) % Depreciation and amortization 462 226 236 104.4 % Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net sales increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: higher volume, primarily related to the M&M Acquisition and the KEPCO restructuring (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); partially offset by: lower pricing for most of our products, primarily due to decreased energy surcharges, market considerations, and an unfavorable product mix, particularly in Asia and Europe.
In the Acetyl Chain, our planned expansion of (1) the capacity of our vinyl acetate ethylene ("VAE") emulsions units in Nanjing, China, (2) the capacity of our vinyl acetate monomer ("VAM") plant in Bay City, Texas, (3) the sustainable 41 Table of Contents production of methanol at our Fairway joint venture methanol unit in Clear Lake, Texas using captured carbon dioxide as feedstock, (4) our acetic acid complex expansion in Clear Lake, Texas and (5) our VAE emulsion plant expansion in Frankfurt, Germany, are in various stages of construction and on schedule.
The sustainable production of methanol ("MeOH") through carbon capture utilization at our Fairway joint venture MeOH unit in Clear Lake, Texas, using captured carbon dioxide as feedstock, was successfully commissioned and started in December 2023. The announced expansion of our vinyl acetate monomer ("VAM") plant in Bay City, Texas is on temporary hold.
Debt and Other Obligations Senior Credit Facilities In connection with the M&M Acquisition, on February 17, 2022, we entered into a bridge facility commitment letter with Bank of America, N.A.
Debt and Other Obligations Senior Credit Facilities In March 2022, we entered into a term loan credit agreement (the "March 2022 U.S.
We de-recognized $50 million and $70 million of accounts receivable under this agreement for the years ended December 31, 2022 and 2021, respectively. Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions.
The impacts of discounting are not material to the Company's results of operations, cash flows or financial position. Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions.
In Engineered Materials, our expansion of (1) the compounding capacity and (2) the new liquid crystal polymer ("LCP") unit at our facilities in Nanjing, China are, after experiencing some delays due to certain permitting issues, in detailed engineering design and our (3) energy optimization productivity project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is in front end engineering design.
In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant and (2) the new liquid crystal polymer ("LCP") plant are on schedule and in construction, and at our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit is on schedule and in detailed engineering design/construction.
Operating profit increased for the year ended December 31, 2022 compared to the same period in 2021 primarily due to: higher Net sales; largely offset by: higher raw material costs for all of our products and increased sourcing costs as a result of higher logistical costs and global shipping constraints and our acquisition of the M&M Business; higher spending of $258 million, primarily as a result of our acquisitions of the M&M Business and Santoprene, as well as plant operating and administrative expenses; and higher energy costs of $124 million, primarily for steam.
Depreciation and amortization, which is included in Operating profit, increased for the year ended December 31, 2023 compared to the same period in 2022 primarily as a result of the M&M Acquisition.
During the year ended December 31, 2022, we paid $66 million in fees related to the Bridge Facility commitment, amortizing these fees to interest expense. Accounts Receivable Securitization Facility In 2021, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers").
Term Loan Credit Agreements and the offerings of the Acquisition Notes reduced availability under the Bridge Facility to zero, and we terminated the Bridge Facility. During the year ended December 31, 2022, we paid $66 million in fees related to the Bridge Facility commitment, amortizing these fees to interest expense.
Cash Flows Cash and cash equivalents increased $972 million to $1.5 billion as of December 31, 2022 compared to December 31, 2021. As of December 31, 2022, $1.3 billion of the $1.5 billion of cash and cash equivalents was held by our foreign subsidiaries.
As of December 31, 2023, $1.5 billion of the $1.8 billion of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we have incurred a prior year charge associated with the deemed repatriation of previously unremitted foreign earnings, including foreign held cash.
Removed
COVID-19 and responses to the pandemic by governments and businesses, have significantly increased financial, economic and cost volatility and uncertainty, exacerbating the risks and potential impact of these factors.
Added
Many of these factors are macroeconomic in nature and are, therefore, beyond our control.
Removed
We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.
Added
We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates. 36 Table of Contents Results of Operations Financial Highlights Year Ended December 31, 2023 2022 Change (In $ millions, except percentages) Statement of Operations Data Net sales 10,940 9,673 1,267 Gross profit 2,603 2,380 223 Selling, general and administrative ("SG&A") expenses (1,075) (824) (251) Other (charges) gains, net (68) (8) (60) Gain (loss) on disposition of businesses and assets, net 505 5 500 Operating profit (loss) 1,687 1,378 309 Equity in net earnings (loss) of affiliates 102 220 (118) Non-operating pension and other postretirement employee benefit (expense) income (69) 17 (86) Interest expense (720) (405) (315) Interest income 39 69 (30) Dividend income - equity investments 126 133 (7) Earnings (loss) from continuing operations before tax 1,183 1,421 (238) Earnings (loss) from continuing operations 1,973 1,910 63 Earnings (loss) from discontinued operations (9) (8) (1) Net earnings (loss) 1,964 1,902 62 Net earnings (loss) attributable to Celanese Corporation 1,960 1,894 66 Other Data Depreciation and amortization 706 462 244 SG&A expenses as a percentage of Net sales 9.8 % 8.5 % Operating margin (1) 15.4 % 14.2 % Other (charges) gains, net Restructuring (52) (6) (46) Asset impairments (15) (14) (1) Plant/office closures (1) 12 (13) Total Other (charges) gains, net (68) (8) (60) _____________________________ (1) Defined as Operating profit (loss) divided by Net sales.
Removed
Selling, general and administrative expenses increased $191 million, or 30%, for the year ended December 31, 2022 compared to the same period in 2021, primarily due to: • higher functional and project spending of $187 million in Other Activities, primarily related to our acquisitions of the M&M Business and Santoprene.
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2022 and December 31, 2021, respectively.
Removed
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information; and • higher pricing for most of our products, primarily due to higher raw material costs, higher energy costs and product mix; partially offset by: • an unfavorable currency impact resulting from a weaker euro relative to the U.S. dollar.
Added
Operating profit increased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: • higher Net sales; and • a gain of $515 million recognized on the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); partially offset by: • higher raw material costs as a result of additional production capacity gained through the M&M Acquisition; and • higher spending of $558 million as a result of the M&M Acquisition, which includes selling and administrative, distribution and operating costs. 39 Table of Contents Equity in net earnings (loss) of affiliates decreased for the year ended December 31, 2023 compared to the same period in 2022 primarily due to: • losses from our DuPont Teijin Films strategic affiliates due to restructuring; and • a decrease in equity investment in earnings of $35 million from our Ibn Sina strategic affiliate, primarily as a result of reduced oil prices.
Removed
("Bank of America") pursuant to which Bank of America committed to provide, subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Subsequently, commitments in respect of the Bridge Facility were syndicated to additional financial institutions as contemplated thereby.
Added
On October 31, 2023, we announced the planned closure of our Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. These operations are included in the Engineered Materials segment and we expect to complete the closure in 2024.
Removed
On July 14, 2022 and July 19, 2022, Celanese U.S. completed the offerings of the Acquisition USD Notes and Acquisition Euro Notes, respectively. Fees and expenses of the offering of the Acquisition Notes, inclusive of underwriting discounts, were $65 million.
Added
We expect to incur additional exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany of approximately $70 million in 2024, inclusive of estimated employee termination costs. On September 27, 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova.
Removed
For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries.
Added
We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of our food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments.
Added
We accounted for our interest in the joint venture as an equity method investment, and our portion of the results will continue to be included in the Engineered Materials segment. For further information regarding the food ingredients joint venture, see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements.
Added
Our incurrence of debt to finance the purchase price for the M&M Acquisition has increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities.
Added
We believe that cash flows from our operations, together with synergy opportunities from the M&M Acquisition and cost reduction initiatives, will support our deleveraging efforts over the next few years.
Added
In furtherance of these deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation opportunities which may also include, in addition to the food ingredients joint venture described above, additional opportunistic dispositions or monetization of other product or business lines or other assets.
Added
Our energy optimization productivity project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is in detailed engineering design. In the Acetyl Chain, our planned expansion of our acetic acid unit at Clear Lake, Texas is on track to be commissioned and started in the first quarter of 2024.
Added
The other major projects that support the Acetyl Chain are in various stages of construction or commissioning and on schedule. These projects include our planned expansions of (1) our vinyl acetate ethylene ("VAE") emulsions units in Nanjing, China, and (2) our VAE emulsion plant in Frankfurt, Germany.
Added
On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own.
Added
In September 2022, we entered into an additional term loan credit agreement (the "September 2022 U.S. Term Loan Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement, the "U.S.
Added
Term Loan Facility was fully drawn during the three months ended December 31, 2022. The 364-day Term Loans and 3-year Term Loans have been fully repaid. Also in March 2022, we entered into a new revolving credit agreement (the "U.S. Revolving Credit Agreement" and, together with the U.S. Term Loan Credit Agreements the "U.S.
Added
On February 21, 2023 and February 16, 2024, we amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants. On August 9, 2023, we amended certain covenants in the March 2022 U.S. Term Loan Credit Agreement to permit refinancing certain senior notes without requiring a mandatory prepayment under the March 2022 U.S. Term Loan Credit Agreement.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeGeographic Region Engineered Materials (1) Acetyl Chain (1) Corporate Leased Owned Leased Owned Leased North America 11 9 1 7 2 Europe and Africa 5 5 1 5 4 Asia-Pacific 5 8 3 4 South America 3 1 Total 24 23 5 12 10 ______________________________ (1) Certain geographic locations may contain sites used by multiple segments.
Biggest changeThese facilities are well-maintained, in good operating condition, are suitable and adequate for their use and have sufficient capacity for our current needs and expected near-term growth. 30 Table of Contents Geographic Region Engineered Materials (1) Acetyl Chain (1) Corporate Leased Owned Leased Owned Leased Owned North America 10 9 1 7 2 Europe and Africa 5 6 1 4 4 1 Asia-Pacific 4 8 3 4 South America 3 1 Total 22 24 5 11 10 1 ______________________________ (1) Certain geographic locations may contain sites used by multiple segments.
Item 2. Properties Description of Property Our corporate headquarters is located in Irving, Texas and we also have administrative offices in Amsterdam, Netherlands; Asturias, Spain; Budapest, Hungary; Hyderabad, India; Kunshan, China; Mexico City, Mexico; Nanjing, China; Shanghai, China; and Sulzbach, Germany. We own or lease numerous production and manufacturing facilities throughout the world.
Item 2. Properties Description of Property Our corporate headquarters is located in Irving, Texas and we also have administrative offices in Amsterdam, Netherlands; Asturias, Spain; Budapest, Hungary; Hyderabad, India; Kunshan, China; Mexico City, Mexico; Meyrin, Switzerland; Nanjing, China; Shanghai, China; and Sulzbach, Germany. We own or lease numerous production and manufacturing facilities throughout the world.
We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth our principal production and other facilities throughout the world as of December 31, 2022.
We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth our principal production and other facilities throughout the world as of December 31, 2023.
Removed
These facilities are well-maintained, in good operating condition, are suitable and adequate for their use and have sufficient capacity for our current needs and expected near-term growth.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. See Item 1A. Risk Factors for certain risk factors relating to these legal proceedings. 29 Table of Contents
Biggest changeSee Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. See Item 1A. Risk Factors for certain risk factors relating to these legal proceedings.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeKelly 57 Senior Vice President, Engineered Materials Mark C. Murray 52 Senior Vice President, Acetyls A. Lynne Puckett 60 Senior Vice President and General Counsel Lori J. Ryerkerk was named our Chief Executive Officer and President and a member of our board of directors effective May 2019. In April 2020, she was named Chair of the Board. Previously, Ms.
Biggest changeKyrish 52 Senior Vice President and Chief Financial Officer Thomas F. Kelly 58 Senior Vice President, Engineered Materials Mark C. Murray 53 Senior Vice President, Acetyls Ashley B. Duffie 49 Senior Vice President and General Counsel Lori J. Ryerkerk was named our Chief Executive Officer and President and a member of our Board of Directors effective May 2019.
Richardson served as Vice President and General Manager of the Acetyl Chain since 2011. Mr. Richardson has progressed through several Celanese roles including global commercial director, Acetyls; manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. He joined Celanese in 2005. Prior to joining Celanese, Mr.
Previously, Mr. Richardson served as Vice President and General Manager of the Acetyl Chain since 2011. Mr. Richardson has progressed through several Celanese roles including global commercial director, Acetyls; manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. He joined Celanese in 2005. Prior to joining Celanese, Mr.
He holds a Master of Business Administration from Drexel University, and Master's and Bachelor's Degrees in Chemical Engineering from Villanova University. 30 Table of Contents Mark C. Murray was named Senior Vice President, Acetyls in February 2023 after having served as the interim leader of Celanese's Acetyls Business since November 2022.
He holds a Master of Business Administration from Drexel University, and Master's and Bachelor's Degrees in Chemical Engineering from Villanova University. Mark C. Murray was named Senior Vice President, Acetyls in February 2023 after having served as the interim leader of Celanese's Acetyls Business since November 2022.
Richardson was named Chief Financial Officer for Celanese Corporation in February 2018 after serving as Senior Vice President of the Engineered Materials business since December 2015, where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. He was promoted to Executive Vice President in March 2020. Previously, Mr.
He had previously served as Executive Vice President and Chief Financial Officer for Celanese Corporation since February 2018 after serving as Senior Vice President of the Engineered Materials business since December 2015, where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. He was promoted to Executive Vice President in March 2020.
Ryerkerk was the Executive Vice President of Global Manufacturing, the largest business in Shell Downstream Inc., where she led a team of 30,000 employees and contractors at refineries and chemical sites worldwide. Ms.
In April 2020, she was named Chair of the Board. Previously, Ms. Ryerkerk was the Executive Vice President of Global Manufacturing, the largest business in Shell Downstream Inc., where she led a team of 30,000 employees and contractors at refineries and chemical sites worldwide. Ms.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers The names, ages and biographies of our executive officers as of February 24, 2023 are as follows: Name Age Position Lori J. Ryerkerk 60 Chair of the Board of Directors, Chief Executive Officer and President Scott A. Richardson 46 Executive Vice President and Chief Financial Officer Thomas F.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers The names, ages and biographies of our executive officers as of February 23, 2024 are as follows: Name Age Position Lori J. Ryerkerk 61 Chair of the Board of Directors, Chief Executive Officer and President Scott A. Richardson 47 Executive Vice President and Chief Operating Officer Chuck B.
She serves on the board of Eaton Corporation plc, a diversified power management company, and previously served on the board of directors of Axalta Coating Systems, a leading provider of liquid and powder coatings. Scott A.
She 31 Table of Contents serves on the board of Eaton Corporation plc, a diversified power management company, and previously served on the board of directors of Axalta Coating Systems, a leading provider of liquid and powder coatings. Scott A. Richardson was named Executive Vice President and Chief Operating Officer for Celanese Corporation in November 2023.
Richardson held various finance, operational and leadership roles at American Airlines. He earned a Bachelor of Arts in Accounting from Westminster College and a Master of Business Administration from Texas Christian University. Thomas F.
Richardson held various finance, operational and leadership roles at American Airlines. He earned a Bachelor of Arts in Accounting from Westminster College and a Master of Business Administration from Texas Christian University. Chuck B. Kyrish has served as our Senior Vice President and Chief Financial Officer since November 2023.
Murray holds a Bachelor of Science degree in Chemical Engineering from the University of Texas at Austin and a Master of Business Administration from Northwestern University. A. Lynne Puckett joined Celanese Corporation in February 2019 as Senior Vice President and General Counsel. Prior to that, Ms. Puckett was Senior Vice President‚ General Counsel and Secretary of Colfax Corporation since 2010.
Murray holds a Bachelor of Science degree in Chemical Engineering from the University of Texas at Austin and a Master of Business Administration from Northwestern University. Ashley B. Duffie has served as Celanese's Senior Vice President and General Counsel since November 2023.
Removed
Prior to Colfax‚ she was a Partner with the law firm of Hogan Lovells. Her experience includes a broad range of corporate and transactional matters‚ including mergers and acquisitions‚ venture capital financings‚ debt and equity offerings‚ and general corporate and securities law matters. Before entering the practice of law‚ Ms. Puckett worked for the U.S.
Added
He previously served as Vice President of Corporate Finance from April 2022, with supervisory responsibility for the Company's finance areas including accounting, treasury, internal audit, and tax.
Removed
Central Intelligence Agency and a major U.S. defense contractor. She currently serves on the board of directors of Markel Corporation, an insurance and investment operations holding company and is a member of the Board of Trustees of the American Shakespeare Center. Ms.
Added
He has held previous financial leadership roles at Celanese serving as CFO, Acetyl Chain from January 2020 to April 2022, leading Investor Relations from December 2018 to January 2020 and December 2015 through January 2017 and serving as Treasurer from February 2011 to November 2015 and January 2017 to January 2020.
Removed
Puckett received a Juris Doctor degree from the University of Maryland School of Law and a Bachelor of Science degree from James Madison University. 31 Table of Contents PART II
Added
He joined Celanese in 2006 as Financial Risk Manager and was promoted to Assistant Treasurer in 2008. Prior to joining Celanese, he held financial roles at Sabre Corporation and ExxonMobil Corporation. Mr. Kyrish holds a Bachelor of Science degree from the University of Texas at Austin and a Master of Business Administration from Texas Christian University. Thomas F.
Added
She had previously served as Vice President and Chief Procurement Officer since June 2020, where she was responsible for leading the company's strategy and execution of materials and supply procurement as well as managing supplier relationships.
Added
Prior to that role, she has held legal and business leadership positions with Celanese including President and General Counsel of Asia Pacific and China (January 2019 to June 2020), Chief Administrative Officer and General Counsel of Asia Pacific and China (June 2018 to January 2019), Vice President of the Integration Management Office (June 2017 to June 2018) and Chief Compliance Officer (2013 to 2017).
Added
She joined Celanese in 2007 as Associate General Counsel, and previously practiced at the law firm of Haynes and Boone, LLP specializing in environmental law, internal corporate investigations, and litigation. She holds a law degree from Vermont Law School and a Bachelor of Business Administration from Southern Methodist University. 32 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSee Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 32 Table of Contents Performance Graph The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, 2017 through December 31, 2022 to that of the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S.
Biggest changeSee Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 33 Table of Contents Performance Graph The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, 2018 through December 31, 2023 to that of the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S.
Celanese Purchases of its Equity Securities We did not repurchase any Common Stock during the three months ended December 31, 2022. As of December 31, 2022, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program.
Celanese Purchases of its Equity Securities We did not repurchase any Common Stock during the three months ended December 31, 2023. As of December 31, 2023, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program.
Chemicals Index. Cumulative total return represents the change in stock price and the amount of dividends received during the indicated period, assuming reinvestment of all dividends. The performance graph assumes an investment of $100 on December 31, 2017.
Chemicals Index. Cumulative total return represents the change in stock price and the amount of dividends received during the indicated period, assuming reinvestment of all dividends. The performance graph assumes an investment of $100 on December 31, 2018.
Holders As of February 10, 2023, there were 111 holders of record of our Common Stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
Holders As of February 9, 2024, there were 114 holders of record of our Common Stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved This item is no longer required, as the Company has adopted the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021. 33 Table of Contents Item 7.
Biggest changeItem 6. Reserved This item is no longer required, as the Company adopted the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021. 34 Table of Contents Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include: Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses; Capacity constraints, e.g., due to construction delays, labor disruption, government-imposed work or travel restrictions, involuntary shutdowns or turnarounds; A supplier's inability to meet our delivery orders, a supplier's decision not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms; The general level of business, economic and industry activity; and The direct or indirect effect of governmental regulation (including the impact of government regulation relating to power usage, climate change or regulation of production and transport of certain chemicals). 17 Table of Contents If we are not able to fully offset the effects of higher energy and raw material costs through price increases, productivity improvements or cost reduction programs, or if such commodities become unavailable, it could have a significant adverse effect on our ability to timely and profitably manufacture and deliver our products resulting in reduced margins, lost sales and adverse impacts to our financial results.
Biggest changeIn addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include: Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses; Capacity constraints, e.g., due to construction delays, labor disruption, government-imposed work or travel restrictions, involuntary shutdowns or turnarounds; A supplier's inability to meet our delivery orders, a supplier's decision not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms; The general level of business, economic and industry activity; and The direct or indirect effect of governmental regulation (including the impact of government regulation relating to power usage, climate change or regulation of production and transport of certain chemicals).
For example, the EPA and SEC have promulgated or proposed extensive rules concerning reporting of GHG emissions. The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, which is leading to additional statutory and regulatory requirements.
For example, the EPA, SEC, and European Commission have promulgated or proposed extensive rules concerning reporting of GHG emissions. The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, which is leading to additional statutory and regulatory requirements.
The Credit Agreements and the Indentures contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries.
The Credit Agreements contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries.
Environmental regulations and other obligations relating to environmental matters could subject us to liability for fines, clean-ups and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs.
Environmental regulations and other obligations relating to environmental matters could subject us to liability for clean-ups, fines, penalties and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs.
Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, volatile exchange rates and other challenges such as the changing regulatory environment. Our operations are also subject to global political conditions.
Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including declines in consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, instability in credit markets, volatile exchange rates and other challenges such as the changing regulatory environment. Our operations are also subject to global political conditions.
The development, manufacture and sale of specialty chemical products by us, including products produced for the food and beverage, medical device, pharmaceutical, automobile, construction, appliance, cigarette and aerospace end markets, involves a risk of exposure to product liability, warranty, and tort claims, product recalls, product seizures and related adverse publicity.
The development, manufacture and sale of specialty chemical products by us, including products produced for the medical device, pharmaceutical, automobile, construction, appliance, cigarette and aerospace end markets, involves a risk of exposure to product liability, warranty, and tort claims, product recalls, product seizures and related adverse publicity.
Even if we achieve the goals, targets, and objectives we set, we may not realize all of the benefits that it expected at the time they were established. Our business and financial results may be adversely affected by various legal and regulatory proceedings.
Even if we achieve the goals, targets, and objectives we set, we may not realize all of the benefits expected at the time they were established. Our business and financial results may be adversely affected by various legal and regulatory proceedings.
However, as we invest in new technology, 18 Table of Contents we face the risk of unanticipated operational or commercialization difficulties, including an inability to obtain necessary permits or governmental approvals, the development of competing technologies, failure of facilities or processes to operate in accordance with specifications or expectations, construction delays, cost over-runs, the unavailability of financing, required materials or equipment and various other factors.
However, as we invest in new technology, we face the risk of unanticipated operational or commercialization difficulties, including an inability to obtain necessary permits or governmental approvals, the development of competing technologies, failure of facilities or processes to operate in accordance with specifications or expectations, construction delays, cost over-runs, the unavailability of financing, required materials or equipment and various other factors.
In 2011, a similar conclusion 23 Table of Contents was reached by the National Toxicology Program ("NTP"), a U.S. inter-agency research program. We anticipate that the results of the IARC's and the NTP's reviews will continue to be examined and considered by government regulatory agencies with responsibility for setting worker and environmental exposure standards and labeling requirements.
In 2011, a similar conclusion was reached by the National Toxicology Program ("NTP"), a U.S. inter-agency research program. We anticipate that the results of the IARC's and the NTP's reviews will continue to be examined and considered by government regulatory agencies with responsibility for setting worker and environmental exposure standards and labeling requirements.
Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net operating revenues, operating income and the cost of balance sheet items denominated in foreign currencies. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions.
Therefore, 21 Table of Contents increases or decreases in the value of the U.S. dollar against other major currencies will affect our net operating revenues, operating income and the cost of balance sheet items denominated in foreign currencies. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions.
We operate in regions of the world where intellectual property protection may be limited and difficult to enforce and our continued growth strategy may result in us seeking intellectual property protection in additional regions with similar challenges. We also monitor the trademarks of others and take action when our trademark rights are being infringed upon.
We operate in regions of the world where intellectual property protection may be limited and difficult to enforce and our continued growth strategy may result in us 20 Table of Contents seeking intellectual property protection in additional regions with similar challenges. We also monitor the trademarks of others and take action when our trademark rights are being infringed upon.
A number of our sites are located in areas that are exposed to weather events and changing sea levels (such as the Texas Gulf Coast) and that have been impacted by hurricanes and other weather events in the past as described elsewhere in these risk factors.
A number of our sites are located in areas that are 24 Table of Contents exposed to weather events and changing sea levels (such as the Texas Gulf Coast) and that have been impacted by hurricanes and other weather events in the past as described elsewhere in these risk factors.
If the funded status of a 26 Table of Contents pension plan declines, we may be required to make unscheduled contributions in addition to those contributions for which we have already planned. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.
If the funded status of a pension plan declines, we may be required to make unscheduled contributions in addition to those contributions for which we have already planned. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.
Although we have implemented policies, procedures and employee training designed to ensure compliance with these laws, rules, regulations and court decisions, there can be no assurance that our employees and business partners and other third parties acting on our behalf will comply with these laws, rules, regulations and court decisions, which could result in fines, penalties and costs and damage to our business reputation.
Although we have implemented policies, procedures and employee training designed to ensure compliance with these laws, rules, regulations and court decisions, there can be no assurance that our employees and business 22 Table of Contents partners and other third parties acting on our behalf will comply with these laws, rules, regulations and court decisions, which could result in fines, penalties and costs and damage to our business reputation.
Although we attempt to mitigate these risks by employing a number of measures, including insurance, monitoring of our systems and networks, employee training, crisis simulations and maintenance of backup and protective systems, our systems, networks, products and services remain potentially vulnerable to increasingly sophisticated advanced persistent threats that may have a material effect on our business.
Although we attempt to mitigate these risks by employing a number of measures, including insurance, monitoring of our systems and networks, implementation of security tools and processes, employee training, crisis simulations and maintenance of backup and protective systems, our systems, networks, products and services remain potentially vulnerable to increasingly sophisticated advanced persistent threats that may have a material effect on our business.
Given the 20 Table of Contents volatility of exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, we may not be able to manage our currency transaction and translation risks effectively.
Given the volatility of exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, we may not be able to manage our currency transaction and translation risks effectively.
However, we believe that future legislative and regulatory developments related to climate change are likely, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs. 24 Table of Contents Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.
However, we believe that future legislative and regulatory developments related to climate change are likely, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs. Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.
In the event Celanese U.S. and/or Celanese do not receive distributions from our subsidiaries, Celanese U.S. and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreements, the Indentures, the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, or our other indebtedness. Item 1B.
In the event Celanese U.S. and/or Celanese do not receive distributions from our subsidiaries, Celanese U.S. and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreements, the Indentures, the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, or our other indebtedness. Item 1B. Unresolved Staff Comments None.
Historically, sales originating in Europe have accounted for over one-third of our net sales annually, and accounted for approximately 35% of our Net sales in 2022. Adverse conditions in the European economy may negatively impact our overall financial results due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.
Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 32% of our Net sales in 2023. Adverse conditions in the European economy may negatively impact our overall financial results due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.
Our higher level of indebtedness and other liabilities could have other important consequences, including: Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that could impact our ability to repay amounts due under existing senior credit agreements (the "Credit Agreements") or our indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes"); Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock, par value $0.0001 per share ("Common Stock"); Reducing our flexibility to respond to changing business and economic conditions; Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest; Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; and Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes. 27 Table of Contents We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.
Our higher level of indebtedness and other liabilities could have other important consequences, including: Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that could impact our ability to repay amounts due under existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes"); Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock, par value $0.0001 per share ("Common Stock"); Reducing our flexibility to respond to changing business and economic conditions; Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest; Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; and Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes.
We have invested significant resources in China and other Asian countries. This region's growth may slow, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted. In addition, we have significant operations and financial relationships based in Europe.
This region's growth may slow, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted. In addition, we have significant operations and financial relationships based in Europe.
We incurred approximately $11.0 billion of indebtedness to finance the M&M Acquisition, bringing our total outstanding indebtedness to $14.7 billion at December 31, 2022, compared to $4.0 billion at December 31, 2021.
We incurred approximately $11.0 billion of indebtedness to finance the M&M Acquisition, bringing our total outstanding indebtedness to $13.7 billion at December 31, 2023, compared to $14.7 billion at December 31, 2022.
Consequently, fluctuations in currencies of other countries, especially the euro, may materially affect our operating results.
Consequently, fluctuations in currencies of other countries, especially the euro and Chinese yuan, may materially affect our operating results.
Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse impacts to our financial results. Like many companies, we experienced supply disruptions and increased costs of inputs in 2021 and continuing into 2022.
Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse impacts to our financial results. Like many companies, we experienced significant supply disruptions and increased costs of inputs during 2021 and into 2022. These trends impacted our operating costs.
For example, in December 2019 we announced the recording of a reserve in connection with a competition law investigation by the European Commission based on certain past ethylene purchases by certain subsidiaries of the Company, and in July 2020, we announced that we had reached a final settlement of $92 million with respect to this investigation.
For example, in July 2020 we announced that we had reached a final settlement of $92 million with respect to a competition law investigation by the European Commission based on certain past ethylene purchases by certain subsidiaries of the Company.
If the lenders under any Credit Agreement accelerate the repayment of such indebtedness, we may not have sufficient liquidity to repay such amounts or our other indebtedness, including the Senior Notes. In such event, we could be forced into bankruptcy or liquidation.
If the lenders under any Credit Agreement accelerate the repayment of such indebtedness, we may not have sufficient liquidity to repay such amounts or our other indebtedness, including the Senior Notes. In such event, we could be forced into bankruptcy or liquidation. Our credit ratings are subject to change and may not reflect all risks of investments in our securities.
These trends have impacted our operating costs and we have undertaken efforts to offset these costs through pricing actions, alternative supply arrangements, and hedging strategies, however, these do not eliminate all exposure to inflationary pressure.
We undertook efforts to offset these costs through pricing actions, alternative supply arrangements, and hedging strategies, however, these do not eliminate all exposure to inflationary pressure.
Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S. As of December 31, 2022, we had 13,263 employees globally. Approximately 11% of our 4,722 U.S.-based employees are unionized.
Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S. As of December 31, 2023, we had 12,410 employees globally. Approximately 15% of our 4,248 U.S.-based employees are unionized.
Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance.
Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance. We have experienced disruptions of the type described above in recent years.
We are subject to extensive international, national, state, local and other laws and regulations. Failure to comply with these laws, including antitrust, anticorruption and sanctions laws, rules, regulations or court decisions, could expose us to fines, penalties and other costs.
Failure to comply with these laws, including antitrust, anticorruption and sanctions laws, rules, regulations or court decisions, could expose us to fines, penalties and other costs.
Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for our products.
Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for or significant restrictions on use and/or production of our products and raw materials.
The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations.
Our success depends on our ability to attract and retain key personnel including our management team. The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations.
Disruptions could occur for many reasons, including fire, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises (including, but not limited to, the COVID-19 pandemic), disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism.
Disruptions or interruptions of operations could occur for many reasons, including fire, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises (including, but not limited to, the COVID-19 pandemic), disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism, accidents, interruptions in sources of raw materials, cybersecurity incidents, the occurrence of acts of war, or other unforeseen events or delays in construction or operation of facilities.
We also incur substantial capital and other costs to comply with environmental, health and safety requirements. Stricter environmental, safety and health laws and regulations could result in substantial additional costs and liabilities to us or limitations on our operations. Consequently, compliance with these laws and regulations may negatively affect our earnings and cash flows in a particular reporting period.
We also incur substantial capital and other costs to comply with environmental, health and safety requirements. Stricter environmental, safety and health laws and regulations could result in substantial additional costs and liabilities to us or limitations on our operations.
The increasingly complex global tax environment and related legislative developments could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition. 25 Table of Contents For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country by country basis, applicable to multinational groups with annual adjusted financial statement income in excess of $1.0 billion.
For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. The insurance coverage that we maintain may not fully cover all operational risks.
The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. The insurance coverage that we maintain may not fully cover all operational risks.
The IRA created a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with three-year average annual book income in excess of $1.0 billion. The IRA also created an excise tax of 1% of the value of any stock repurchased by us after December 31, 2022.
The IRA created a new book minimum tax, effective for tax years beginning after December 31, 2022, of 15% of adjusted consolidated GAAP pre-tax income for corporations with three-year average adjusted annual book income in excess of $1.0 billion.
A breach of any of these covenants could result in a default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.
Our ability to expand our business or to address declines in our business may be limited if we are unable to obtain such consents. A breach of any of these covenants could result in a default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.
We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place.
Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. Our tax returns are under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany.
A future adverse ruling, settlement, or unfavorable development could result in charges that could have a material adverse effect on our business, results of operations or financial condition in any particular period. See Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.
A future adverse ruling, settlement, or unfavorable development could result in charges that could have a material adverse effect on our business, results of operations or financial condition in any particular period.
We have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud.
We have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud. We rely on information and operational technology systems, including tools that utilize artificial intelligence, to conduct our business.
If we are not successful in protecting or maintaining our patent, license, trademark or other intellectual property rights, or protecting our rights to commercially make, market and sell our products, our net sales, results of operations and cash flows may be adversely affected. 19 Table of Contents Our business is exposed to risks associated with the creditworthiness of our suppliers, customers and business partners and the industries in which our suppliers, customers and business partners participate are cyclical in nature, both of which may adversely affect our business and results of operations.
If we are not successful in protecting or maintaining our patent, license, trademark or other intellectual property rights, or protecting our rights to commercially make, market and sell our products, our net sales, results of operations and cash flows may be adversely affected.
The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. For example, the European Commission has been conducting investigations focusing on whether local country tax rulings or tax legislation provide preferential tax treatment that violates EU state aid rules.
For example, the European Commission has been conducting investigations focusing on whether local country tax rulings or tax legislation provide preferential tax treatment that violates EU state aid rules.
See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information. Our business exposes us to potential product liability, warranty, and tort claims, and recalls, which could adversely affect our financial condition and performance.
Our business exposes us to potential product liability, warranty, and tort claims, and recalls, which could adversely affect our financial condition and performance.
We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant.
We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations.
We may face increased information technology security and fraud risks due to our increased reliance on working remotely during and following the COVID-19 pandemic, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems.
We may face increased information technology security and fraud risks due in part to our business efforts to digitize certain operations at our manufacturing sites to increase efficiencies and to our continued reliance on many employees working remotely part of the time, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems.
Failure to develop new products and production technologies or to implement productivity and cost reduction initiatives successfully, may harm our competitive position. Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies.
Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies.
Therefore, the M&M Acquisition may increase our exposure to the risks described below under "Regulatory, Legal, Environmental and Tax Risks." Regulatory, Legal, Environmental and Tax Risks Failure to comply with applicable laws or regulations and/or changes in applicable laws or regulations may adversely affect our business and financial results as a whole.
Regulatory, Legal, Environmental and Tax Risks Failure to comply with applicable laws or regulations and/or changes in applicable laws or regulations may adversely affect our business and financial results as a whole. We are subject to extensive international, national, state, local and other laws and regulations.
The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation. Furthermore, in August 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted in the U.S.
The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation.
The M&M Acquisition introduces us into a number of new geographic markets, subjecting us to additional non-U.S. laws, regulations and policies which do not currently apply to us, and will increase our exposure to certain other geographic markets as well as their laws and regulations.
See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information. The M&M Acquisition introduced us into a number of new geographic markets, subjecting us to additional non-U.S. laws, regulations and policies which did not previously apply to us, and increased our exposure to certain other geographic markets as well as their laws and regulations.
We are not always successful passing costs to customers, competitive market conditions may prevent us from doing so, and even where we are successful increased prices could lead to reduced demand for our products or could result in competitive disadvantages. We currently expect these issues to continue into 2023.
Should such conditions recur or resume, we cannot always successfully pass costs to customers, competitive market conditions may prevent us from doing so, and even where we are successful increased prices could lead to reduced demand for our products or could result in competitive disadvantages. We are exposed to volatility in the prices of our raw materials and energy.
If this matter is resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our position, our financial condition and operating results could be adversely impacted. We cannot predict with certainty the outcome of tax examinations or audits.
If this matter is resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our position, our financial condition and operating results could be adversely impacted. In addition, we are under examination in other jurisdictions for other matters for various years, including Mexico and Canada.
In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss. 16 Table of Contents Furthermore, in certain cases where we benefit from local government subsidies or other undertakings, such benefits are subject to the solvency of local government entities and are subject to termination without meaningful recourse or remedies.
Furthermore, in certain cases where we benefit from local government subsidies or other undertakings, such benefits are subject to the solvency of local government entities and are subject to termination without meaningful recourse or remedies. 17 Table of Contents We have invested significant resources in China and other Asian countries.
These laws and regulations are complex, change frequently, have become more stringent over time, could increase our cost of doing business, and could result in conflicting legal requirements.
These laws and regulations are complex, change frequently, have become more stringent over time, could increase our cost of doing business, and could result in conflicting legal requirements. The increased risk of non-compliance with non-U.S. laws, regulations and policies as a result of the M&M Acquisition could adversely affect our results of operations, financial condition or strategic objectives.
Additionally, we may be exposed to unauthorized access to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software. These risks may be heightened as a result of our efforts to integrate the M&M Business's technology environment with our own.
These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own.
In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems.
In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss.
We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results in future periods.
We cannot predict with certainty the outcome of tax examinations or audits. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes.
While we have reached resolution with the Netherlands, we are currently continuing with the other taxing authorities and are evaluating all potential remedies. We are currently evaluating these proposals and all potential remedies.
These authorities have proposed adjustments to transfer pricing and the reallocation of income between the related jurisdictions to open tax years through 2019. While we have reached resolution with the Netherlands, we are currently continuing discussions with the other taxing authorities and are evaluating all potential remedies.
Additionally, the Credit Agreements require the maintenance of certain financial ratios. Such restrictions in our debt obligations could result in us having to obtain the consent of our lenders and holders of the Senior Notes in order to take certain actions.
Such restrictions in the instruments governing our debt obligations could result in us having to obtain the consent of our lenders and holders of the Senior Notes in order to take certain actions. Disruptions in credit markets may prevent us from obtaining or 28 Table of Contents make it more difficult or more costly for us to obtain such consents.
Risks Related to Our Human Capital Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management. Our success depends on our ability to attract and retain key personnel including our management team.
It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results in future periods. 26 Table of Contents Risks Related to Our Human Capital Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.
Changes in, or the interpretation of, tax legislation or rates throughout the world, or the resolution of tax examinations or audits, could materially impact our results. Our future effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world.
Our future effective tax rate and related tax balance sheet attributes could be impacted by changes in, or the interpretation of, tax legislation throughout the world. The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.
We intend to allocate capital to repay and reduce our outstanding debt using cash from operations and potentially proceeds from asset sales or dispositions if we are able to do so on favorable terms.
Also, the amount of cash required to pay interest on our increased indebtedness, and thus the demands on our cash resources, has significantly increased as a result of the indebtedness to finance the M&M Acquisition. 27 Table of Contents We have allocated, and intend to continue to allocate, capital to repay and reduce our outstanding debt using cash from operations and proceeds from asset sales or dispositions in cases where we are able to do so on favorable terms.
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for further information.
Consequently, compliance with these laws and regulations may negatively affect our earnings and 23 Table of Contents cash flows in a particular reporting period. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for further information.
This storm led us to proactively and temporarily shut down our Texas production facilities in a controlled manner to protect our employees, communities, and assets, and the necessity of this decision led to lost production and negatively impacted our financial results for that quarter.
For example, we proactively and temporarily shut down one or more of our Texas production facilities during Winter Storm Uri in February 2021 and Hurricane Laura in August 2020, each of which instances resulted in lost sales and impacted our financial results for the relevant quarter.
Removed
We are exposed to volatility in the prices of our raw materials and energy.
Added
If we are not able to fully offset the effects of higher energy and raw material costs through price increases, productivity improvements or cost reduction programs, or if such commodities become unavailable, it could have a significant adverse effect 18 Table of Contents on our ability to timely and profitably manufacture and deliver our products resulting in reduced margins, lost sales and adverse impacts to our financial results.
Removed
We have experienced disruptions of the type described above in recent years. In February 2021, Winter Storm Uri led to worldwide supply disruptions, loss of energy and critical raw materials at our Texas sites and impacted nearly all of our employees in Texas, where we are headquartered and where several of our manufacturing sites are located.
Added
We may experience difficulties or delays achieving the intended benefits from acquiring the M&M Business and integrating its systems with the Company. In November 2022, we completed the acquisition of the M&M Business of DuPont. Since closing we have actively worked, and continue to actively work, to integrate the M&M Business and its systems into our own.
Removed
In August 2020, to protect our employees and safeguard the assets at our Clear Lake facility, we temporarily, voluntarily ceased production at our Clear Lake, Texas facility during the landfall of Hurricane Laura.
Added
For example, in February 2024 we incorporated the M&M Business into the new enterprise resource planning ("ERP") system used by the Company.
Removed
Disruptions or interruptions of production or operations could also occur due to accidents, interruptions in sources of raw materials, cybersecurity incidents, terrorism or political unrest, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather, natural disasters, or other crises including public health crises.
Added
As we work to further integrate technology, information and ERP systems, financial reporting and commercial activities, it is possible that we may encounter unanticipated delays, costs or inefficiencies in connection with our continuing efforts to integrate the M&M Business.
Removed
Risks Relating to the acquisition of the majority of the Mobility & Materials business (the "M&M Acquisition" and such business being acquired, the "M&M Business") of DuPont de Nemours, Inc.
Added
If this occurs, if the potential benefits and synergies of the M&M Business going forward do not materialize in the amounts or on the timing we expect, or if we are not as successful as we plan at aligning our and the M&M Business's practices and operations – including continuing to integrate commercial activities, information and ERP systems and technologies and continuing to align business cultures – our business, financial performance and operating results could be adversely affected. 19 Table of Contents Failure to develop new products and production technologies or to implement productivity and cost reduction initiatives successfully, may harm our competitive position.
Removed
("DuPont") We made certain assumptions relating to the M&M Acquisition which may prove to be materially inaccurate and we may fail to realize all of the anticipated benefits of the acquisition. We made certain assumptions relating to the M&M Acquisition, which may prove to be inaccurate.
Added
Our business is exposed to risks associated with the creditworthiness of our suppliers, customers and business partners and the industries in which our suppliers, customers and business partners participate are cyclical in nature, both of which may adversely affect our business and results of operations.
Removed
Expectations of future results may not materialize and we face risk of unanticipated or unknown issues or liabilities. Our mitigation strategies for such risks that are identified may be ineffective.
Added
The closure of our Polyamide 66 (also known as PA66 or Nylon 66) and High-Performance Nylon (HPN) polymerization units at our facility in Uentrop, Germany resulted in charges during fiscal 2023 and is expected to result in charges in fiscal 2024.
Removed
We face risks and uncertainties regarding: • performance of the M&M Business in future economic and business conditions; • the process of integrating the M&M Business with ours, which may encounter unanticipated delays, costs or inefficiencies; • the amount and timing of potential benefits and synergies; • the amount of attention and resources needed to successfully align our and the M&M Business's practices and operations including integrating commercial activities and technologies, retaining key personnel and aligning business cultures; 21 Table of Contents • potential commercial, macroeconomic and financial risks associated with our broader international business footprint; and • other financial and strategic risks of the M&M Acquisition.
Added
Many tools and resources we use integrate or will integrate some form of artificial intelligence, which has the potential to result in bias, miscalculations, data errors, intellectual property infringement and other unintended consequences. Additionally, we may be exposed to unauthorized access to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+3 added7 removed15 unchanged
Biggest changeWe may elect to bypass the qualitative assessment for some or all of our reporting units or other indefinite-lived intangible assets and proceed directly to a quantitative analysis depending on the facts and circumstances. 47 Table of Contents In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved.
Biggest changeThe qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. We may elect to bypass the qualitative assessment for some or all of our reporting units or other indefinite-lived intangible assets and proceed directly to a quantitative analysis depending on the facts and circumstances.
When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is less than its carrying amount.
When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or another indefinite-lived intangible asset is less than its carrying amount.
Pension Benefits Decrease in the discount rate 0.5 % (1) 53 Decrease in the long-term expected rate of return on plan assets 0.5 % 3 N/A ______________________________ (1) Excludes nonqualified pension plans. Income Taxes We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed.
Pension Benefits Decrease in the discount rate 0.5 % (1) 59 Decrease in the long-term expected rate of return on plan assets 0.5 % 3 N/A ______________________________ (1) Excludes nonqualified pension plans. Income Taxes We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. Recoverability of Long-Lived Assets Recoverability of Goodwill and Indefinite-Lived Assets We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. 48 Table of Contents Recoverability of Long-Lived Assets Recoverability of Goodwill and Indefinite-Lived Assets We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.
A decline in the value of the euro and CNY versus the U.S. dollar results in a decline in the U.S. dollar value of our sales and earnings denominated in euros and CNYs. Likewise, an increase in the value of the euro and CNY versus the U.S. dollar would result in an opposite effect.
A decline in the value of the euro and CNY versus the U.S. dollar results in a decline in the U.S. dollar value of our sales and earnings denominated in euros and CNYs. Likewise, an 50 Table of Contents increase in the value of the euro and CNY versus the U.S. dollar would result in an opposite effect.
Pension Benefits Decrease in the discount rate 0.5 % (5) 85 Decrease in the long-term expected rate of return on plan assets (1) 0.5 % 10 N/A Non-U.S.
Pension Benefits Decrease in the discount rate 0.5 % (6) 84 Decrease in the long-term expected rate of return on plan assets (1) 0.5 % 10 N/A Non-U.S.
We estimate that a 10% change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings by $61 million and $41 million, respectively.
We estimate that a 10% change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings by $19 million and $31 million, respectively.
The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment.
Key assumptions used in this model include discount rates, royalty rates, growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, growth rates, tax rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment.
In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to positive and negative evidence based on the extent to which the forms of evidence can be objectively verified. 48 Table of Contents The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment.
In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to positive and negative evidence based on the extent to which the forms of evidence can be objectively verified.
The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2023 from a change in the indicated assumptions are as follows: Change in Rate Impact on Net Periodic Benefit Cost Impact on Projected Benefit Obligations (In $ millions) U.S.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. 49 Table of Contents The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2024 from a change in the indicated assumptions are as follows: Change in Rate Impact on Net Periodic Benefit Cost Impact on Projected Benefit Obligations (In $ millions) U.S.
Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, tax rates, sales projections and terminal value rates.
Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset.
The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions. These differences may result in a significant impact to the amount of net periodic benefit cost recorded in future periods. Pension assumptions are reviewed annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured.
These key assumptions include the discount rate and expected long-term rates of return on plan assets. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions. These differences may result in a significant impact to the amount of net periodic benefit cost recorded in future periods.
Discount rates, royalty rates, growth rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant.
Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions.
Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.
Pension assumptions are reviewed annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook.
See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information. Benefit Obligations Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans. These key assumptions include the discount rate and expected long-term rates of return on plan assets.
To the extent that changes in the current business environment result in adjusted management projections, impairment losses may occur in future periods. See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information. Benefit Obligations Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information. Business Environment We experienced significant cost inflation, inflationary pressure and supply disruptions related to the sourcing of raw materials, energy, logistics and labor in 2022.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information. Business Environment We continued to experience destocking in addition to volatile underlying demand conditions across several end-markets in 2023. We continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain.
Removed
We continue to closely monitor the impact of, and responses to, COVID-19 variants, including government imposed lockdowns and permitted reopenings in various locations around the world, and the effects of geopolitical events on demand conditions and the supply chain.
Added
Demand conditions and moderating raw material costs resulted in elevated industry competitive dynamics and continuing pricing pressure across end-markets. We expect demand challenges to persist and to pressure pricing, which effects we anticipate to be partially offset by improvement in input costs across the year.
Removed
Demand conditions across certain regions in the Western Hemisphere and China deteriorated, creating uncertainty, impacting consumer activity and driving customer destocking. 46 Table of Contents Average prices of energy feedstocks, particularly natural gas, which are a significant input and source of energy for our manufacturing operations, increased in the Western Hemisphere and particularly in Europe.
Added
In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates.
Removed
We also experienced cost pressure on raw material inputs. We continued pricing actions intended to offset these inflationary headwinds experienced during 2022. Moderation of acetyls pricing trended to more normalized levels by the end of 2022. We expect sourcing costs and inflationary pressures to improve in 2023. We continue to monitor the situation in Ukraine.
Added
The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment.
Removed
While the conflict has not had a material impact on our business, financial condition or results of operations to date, we have experienced shortages in materials and increased costs for transportation, energy and raw materials as well as other supply chain challenges, particularly in Europe, due in part to the effects of the conflict, and government responses thereto, including sanctions, on the global economy.
Removed
We continue to monitor these developments. Following Russia's invasion, we have suspended sales into Russia, Belarus and the sanctioned regions of Ukraine. Revenue from these countries and regions constituted less than 1% of our consolidated Net sales for the years ended December 31, 2022 and 2021 and we have no manufacturing assets in these countries or regions.
Removed
The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations.
Removed
The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment result in adjusted management projections, impairment losses may occur in future periods.

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