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What changed in Celanese Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Celanese Corp's 2023 and 2024 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 2024 report.

+312 added−291 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in Celanese Corp's 2024 10-K

312 paragraphs added · 291 removed · 236 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

56 edited+2 added−8 removed57 unchanged
Biggest changeWe 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.
Biggest changeWe are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain. 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.
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.
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 • Food and beverage • Consumer goods • Food packaging • 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.
This includes discussions of employee development, executive succession, diversity, talent pipelines and workforce planning requirements. We regularly report to the Board of Directors on talent management strategies across functional areas, and annually review executive succession with the Board of Directors.
This includes discussions of employee development, executive succession, talent pipelines and workforce planning requirements. We regularly report to the Board of Directors on talent management strategies across functional areas, and annually review executive succession with the Board of Directors.
Risk Factors titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters," "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" and "Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks." Climate-related regulatory risks are assessed as a part of our Enterprise Risk Management process.
Risk Factors titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters," "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" and "Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks." Climate-related regulatory risks are assessed as a part of 14 Table of Contents our Enterprise Risk Management process.
DuPont Filaments is a joint venture with Xingda for the production and sale of nylon and PBT-based filament products used in the personal care, construction and industrial end-markets. Acetyl Chain strategic ventures. Our Acetyl Chain ventures generally fund their operations using operating cash flow and pay dividends based on each ventures' performance in the preceding year.
Celanese Filaments is a joint venture with Xingda for the production and sale of nylon and PBT-based filament products used in the personal care, construction and industrial end-markets. Acetyl Chain strategic ventures. Our Acetyl Chain ventures generally fund their operations using operating cash flow and pay dividends based on each ventures' performance in the preceding year.
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 ® .
Our emulsion polymers products are sold under globally and regionally recognized brands including EcoVAE ® , Mowilith ® , Vinamul ® , Celvolit ® , Dur-O-Set ® , Avicor ® , Flexbond ® and Resyn ® .
Strategic Affiliates Our strategic affiliates represent an important component of our strategy. During 2022, we acquired interests in several global strategic affiliates as part of the M&M Acquisition, described further below. On September 27, 2023, we formed a food ingredients joint venture with Mitsui under the name Nutrinova, also described below.
Strategic Affiliates Our strategic affiliates represent an important component of our strategy. During 2022, we acquired interests in several global strategic affiliates as part of the M&M Acquisition, described further below. In September 2023, we formed a food ingredients joint venture with Mitsui under the name Nutrinova, also described below.
We are focused on developing products to help our customers meet their sustainability goals. Examples include products for improving the sustainability of building and construction materials, adhesives, fiber coatings, flexible packaging, vehicle lightweighting and powering electric vehicles.
We are focused on developing products to help our customers meet their sustainability goals. Examples include products for improving the sustainability of building and construction materials, adhesives, fiber coatings, flexible packaging, stretch fabrics, vehicle lightweighting and powering electric vehicles.
However, due to the level of uncertainty regarding what legislative or regulatory requirements may be enacted, it is not possible for us to estimate the impact of climate-related developments on our results of operations or financial conditions.
However, due to the level of uncertainty regarding what legislative or regulatory requirements may be enacted, it is not possible for us to estimate the impact of climate-related developments on our results of operations or financial condition.
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.
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. In December 2023, we began carbon capture and utilization ("CCU") operations at our Clear Lake site as part of our Fairway joint venture.
As of December 31, 2023: • globally, women represent approximately 33% of our senior leadership team and 26% of our overall workforce; and • in the U.S., people of color represent approximately 11% of our senior leadership team and 28% of our overall workforce.
As of December 31, 2024: • globally, women represent approximately 33% of our senior leadership team and 26% of our overall workforce; and • in the U.S., people of color represent approximately 11% of our senior leadership team and 28% of our overall workforce.
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.
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. • Customers Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries.
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.
Our products include a series of thermoplastic polyesters including Celanex ® PBT, Crastin ® PBT and Thermx ® PCT (polycyclohexylene-dimethylene terephthalate), as well as Rynite ® PET, a polyester resin.
Its strength and durability, combined with its heat resilience and chemical resistance make it an essential ingredient in automotive and construction applications due to its ability to combine the advantages of both flexible and plastic materials. DuBay Polymer GmbH. DuBay Polymer GmbH is a manufacturing joint venture with Lanxess AG for the production of PBT-based products. DuPont Teijin Films.
Its strength and durability, combined with its heat resilience and chemical resistance make it an essential ingredient in automotive and construction applications due to its ability to combine the advantages of both flexible and plastic materials. DuBay Polymer GmbH. DuBay Polymer GmbH is a manufacturing joint venture with Lanxess AG for the production of PBT-based products. Mylar Specialty Films.
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.
Our ownership interest in the equity investments in InfraServ affiliates are as follows: As of December 31, 2024 (In percentages) InfraServ GmbH & Co. Gendorf KG 30 InfraServ GmbH & Co. Hoechst KG 31 Yncoris GmbH & Co.
Further, these investments were determined not to have a readily determinable fair value. 13 Table of Contents Other Equity Method Investments InfraServs. We hold indirect ownership interests in several German InfraServ Groups that own and develop industrial parks and provide various technical and administrative services to tenants.
Further, these investments were determined not to have a readily determinable fair value. Other Equity Method Investments InfraServs. We hold indirect ownership interests in several German InfraServ Groups that own and develop industrial parks and provide various technical and administrative services to tenants.
These include a combined heat and power unit at our Lanaken, Belgium facility, a waste-to- 14 Table of Contents energy system in Nanjing, China, using solar energy at our Clear Lake, Texas facility designed for use by us and our onsite industrial partners, and a carbon dioxide capture and conversion to methanol project at our Clear Lake, Texas facility.
These include a combined heat and power unit at our Lanaken, Belgium facility, a waste-to-energy system in Nanjing, China, using solar energy at our Clear Lake, Texas facility designed for use by us and our onsite industrial partners, and a carbon dioxide capture and conversion to methanol project at our Clear Lake, Texas facility.
However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce. Confidential Information. We maintain stringent information security policies and procedures wherever we do business.
However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce. 13 Table of Contents Confidential Information. We maintain stringent information security policies and procedures wherever we do business.
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.
Primary products are: • Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives; 9 Table of Contents • 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.
Risk Factors , as well as Note 2 - Summary of Accounting Policies , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements. We expect to incur approximately $50 million to $70 million in capital expenditures for environmental control measures in each of 2024 and 2025.
Risk Factors , as well as Note 2 - Summary of Accounting Policies , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements. We expect to incur approximately $20 million to $50 million in capital expenditures for environmental control measures in each of 2025 and 2026.
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.
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. Our acetyl chain business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.
Methanol is a key feedstock for POM production and is produced by our Ibn Sina affiliate which provides an economic hedge against raw material costs in our engineered materials business. 12 Table of Contents Nutrinova Netherlands B.V. Nutrinova Netherlands B.V.
Methanol is a key feedstock for POM production and is produced by our Ibn Sina affiliate which provides an economic hedge against raw material costs in our engineered materials business. Nutrinova Netherlands B.V. Nutrinova Netherlands B.V.
During the year ended December 31, 2023, our equity method strategic affiliates generated combined sales of $2.1 billion, resulting in our recording $67 million of equity in net earnings of affiliates and $124 million of dividends. 11 Table of Contents Our strategic affiliates as of December 31, 2023 are as follows: Location of Headquarters Ownership Partner(s) Year Entered Equity Investments Engineered Materials National Methanol Company Saudi Arabia 25 % Saudi Basic Industries Corporation (50%); Duke Energy Arabian Ltd.
During the year ended December 31, 2024, our equity method strategic affiliates generated combined sales of $2.2 billion, resulting in our recording $149 million of equity in net earnings of affiliates and $130 million of dividends. 11 Table of Contents Our strategic affiliates as of December 31, 2024 are as follows: Location of Headquarters Ownership Partner(s) Year Entered Equity Investments Engineered Materials National Methanol Company Saudi Arabia 25 % Saudi Basic Industries Corporation (50%); Duke Energy Arabian Ltd.
For example, this past year we concentrated heavily on improving our hazard identification and risk assessment and migration systems, which included expanding these concepts beyond process safety.
For example, we concentrated heavily on improving our hazard identification and risk assessment and migration systems, which included expanding these concepts beyond process safety.
We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors. Item 1A.
We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors. 16 Table of Contents Item 1A.
We continue to strive to create a workplace where every worker can return home safely every day. 16 Table of Contents Talent Development We are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership.
We continue to strive to create a workplace where every worker can return home safely every day. Talent Development We are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership.
The following shows our attrition rate for the year ended December 31, 2023: Attrition Rate Employee Category Global employees 10.5 % Women (globally) 9.5 % People of Color (U.S.) 12.8 % Stewardship: Health, Safety and Environmental We focus on more than the occupational health and safety of our employees, contractors and any visitors to our sites.
The following shows our attrition rate for the year ended December 31, 2024: Attrition Rate Employee Category Global employees 9.1 % Women (globally) 9.3 % People of Color (U.S.) 10.8 % Stewardship: Health, Safety and Environmental We focus on more than the occupational health and safety of our employees, contractors and any visitors to our sites.
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.
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. We generally purchase carbon monoxide under long-term contracts.
Examples of Stewardship Tier 3 leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems. For the year ended December 31, 2023, we had a TRIR of 0.11 and an LTIR of 0.03.
Examples of Stewardship Tier 3 leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems. For the year ended December 31, 2024, we had a TRIR of 0.15 and an LTIR of 0.02.
("KEPCO") is a leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in Pyongtaek, South Korea, and participates with Mitsubishi Gas Chemical Company, Inc. in a world-scale POM facility in Nantong, China.
("KEPCO") is a leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in 12 Table of Contents Pyongtaek, South Korea, and participates with Mitsubishi Gas Chemical Company, Inc. in a world-scale POM facility in Nantong, China. Fortron Industries, LLC.
We have also announced a Scope 1 and 2 GHG emissions reduction target described in our 2022-2023 Sustainability Report, obtained limited external assurance on our 2021 and 2022 environmental metrics, and are working to better understand where we can further reduce our GHG emissions sources and to continue to integrate the M&M Business into our GHG measurement and reporting processes.
We have announced a Scope 1 and 2 GHG emissions reduction target described in our 2023-2024 Sustainability Report, integrated the M&M Business into our GHG measurement and reporting process, obtained limited external assurance on our 2021-2023 environmental metrics, and are working to better understand where we can further reduce our GHG emissions sources.
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.
The unit is capable of capturing CO2 industrial emissions and producing low-carbon methanol which would 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.
We have an expanded view and measurement of "Stewardship" that includes process safety and environmental events since these incidents may have an impact on our communities. Our Stewardship values and guiding principles are centered on a commitment to do no harm to our workforce, environment, people or communities. Achieving and maintaining stewardship excellence is a process of continuous improvement.
We have an expanded view and measurement of "Stewardship" that includes process safety and environmental events since these 15 Table of Contents incidents may have an impact on our communities. Our Stewardship values and guiding principles are centered on a commitment to do no harm to our workforce, environment, people or communities.
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.
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.
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.
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.
Our values include a commitment to the health and safety of our employees, contractors, communities and the environment. We utilize a mixture of leading and lagging indicators to assess the Stewardship performance of our operations.
Achieving and maintaining stewardship excellence is a process of continuous improvement. Our values include a commitment to the health and safety of our employees, contractors, communities and the environment. We utilize a mixture of leading and lagging indicators to assess the Stewardship performance of our operations.
We are also focused on making our own products from more sustainable sources, including increasing our offering products using biocertified content or recycled feedstocks. We believe these capabilities, together with trends such as the automobile industry's commitment towards improved energy efficiency and clean energy, present market opportunities for us.
We are also focused on making our own products from more sustainable sources, including increasing our product offerings using bio-mass balanced, carbon capture and utilization, and recycled feedstocks. We believe these capabilities, together with trends such as the automobile industry's commitment towards improved energy efficiency and clean energy, present market opportunities for us.
Limited Partnership U.S. 50 % Teijin Limited (50%) 2022 Teijin-DuPont Films, Incorporated now known as Mylar Specialty Films Incorporated U.S. 50 % Teijin Limited (50%) 2022 Consolidated Investments Engineered Materials DuPont Teijin Films China Ltd. now known as Mylar Specialty Films China Limited China 51 % Teijin Limited (49%) 2022 DuPont Teijin Hongji Films Ningbo Co. Ltd.
Limited Partnership U.S. 50 % Teijin Limited (50%) 2022 Mylar Specialty Films Incorporated U.S. 50 % Teijin Limited (50%) 2022 Consolidated Investments Engineered Materials Mylar Specialty Films China Limited China 51 % Teijin Limited (49%) 2022 DuPont Teijin Hongji Films Ningbo Co. Ltd. China 26 % Teijin Limited (73.99%) 2022 Mylar Hongji Films Foshan Co., Ltd.
In 2023, 2022 and 2021, we received cash dividends of $125 million, $132 million and $146 million, respectively.
In 2024, 2023 and 2022, we received cash dividends of $127 million, $125 million and $132 million, respectively.
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.
GUR ® , our UHMW-PE trademark, is a highly engineered thermoplastic 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.
DuPont Teijin Films is a leading global producer of PET and polyethylene naphthalate ("PEN") polyester films, which are used in a wide variety of end markets from healthcare to industrial and electronics. Mylar ® and Melinex ® brand films, known for their wide range of performance capabilities, are used in a variety of applications. DuPont Filaments.
Mylar Specialty Films is a global producer of PET polyester films, which are used in a wide variety of end markets such as consumer, industrial, healthcare and electronics. Mylar ® and Melinex ® brand films, known for their wide range of performance capabilities, are used in a variety of applications. Celanese Filaments.
Japan 50 % Toray (50%) 2022 DuBay Polymer GmbH Germany 50 % Lanxess AG (50%) 2022 DuPont Teijin Films UK Ltd. now known as Mylar Specialty Films UK Limited United Kingdom 50 % Teijin Limited (50%) 2022 DuPont Teijin Films Netherlands B.V.
Japan 50 % Toray (50%) 2022 DuBay Polymer GmbH Germany 50 % Lanxess AG (50%) 2022 Mylar Specialty Films UK Limited United Kingdom 50 % Teijin Limited (50%) 2022 Mylar Specialty Films Netherlands B.V. Netherlands 50 % Teijin Limited (50%) 2022 Mylar Specialty Films Luxembourg S.A. Luxembourg 50 % Teijin Limited (50%) 2022 Mylar Specialty Films U.S.
We have therefore invested in capital projects to increase energy efficiency, improve reliability, recover and reuse waste heat, and increase our purchase of renewable energy as well as more sustainable raw materials.
Climate Change Climate change is a challenging issue. The nature of our operations is energy and fossil fuel intensive. We have therefore invested in capital projects to increase energy efficiency, improve reliability, recover and reuse waste heat, and increase our purchase of renewable energy as well as more sustainable raw materials.
China 26 % Teijin Limited (73.99%) 2022 DuPont Hongji Films Foshan Co. Ltd. China 26 % Teijin Limited (73.99%) 2022 Celanese Filaments-Americas, LLC U.S. 70 % Xingda (30%) 2022 DuPont Filaments-Europe, B.V. Netherlands 70 % Xingda (30%) 2022 Celanese Xingda Filaments Co., Ltd.
China 26 % Teijin Limited (73.99%) 2022 Celanese Filaments-Americas, LLC U.S. 70 % Xingda (30%) 2022 Celanese Filaments-Europe B.V. Netherlands 70 % Xingda (30%) 2022 Celanese Xingda Filaments Co., Ltd. China 70 % Xingda (30%) 2022 Acetyl Chain Fairway Methanol LLC U.S. 50 % Mitsui & Co., Ltd.
With the fourth quarter 2023 publication of our 2022-2023 Sustainability Report, we have reported gross Scope 1 and Scope 2 greenhouse gas ("GHG") emissions for 2021 and 2022 using The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard , as a guide. Updated 2023 emissions figures were not available at the time of this Form 10-K filing.
With the fourth quarter 2024 publication of our 2023-2024 Sustainability Report, we have reported updated gross Scope 1 and Scope 2 greenhouse gas ("GHG") emissions for 2021, 2022, and 2023 using The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard , as a guide. These emissions figures now include M&M facility manufacturing data.
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.
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. 8 Table of Contents Our Acetyl Chain segment has production sites in Belgium, Canada, China, Germany, Mexico, the Netherlands, Singapore, Sweden, Switzerland and the U.S.
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.
See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information. 10 Table of Contents Other Activities Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies.
Human Capital Resources Workforce Composition and Diversity, Equity and Inclusion Our business is operated by a diverse and global workforce, with employees in the following key geographies: Employees as of December 31, 2023 North America U.S. 4,248 Other North America 709 Total 4,957 Europe Germany 1,918 Other Europe 2,597 Total 4,515 Asia China 1,785 Other Asia 1,057 Total 2,842 Rest of World 96 Total 12,410 15 Table of Contents We believe that providing a workplace that promotes mutual respect and inclusion for all employees is critical to our success and to driving innovation and growth.
Human Capital Resources Workforce Composition Our business is operated by a global workforce, with employees in the following key geographies: Employees as of December 31, 2024 North America U.S. 4,085 Other North America 863 Total 4,948 Europe Germany 1,736 Other Europe 2,469 Total 4,205 Asia China 1,831 Other Asia 1,058 Total 2,889 Rest of World 121 Total 12,163 We believe that providing a workplace that promotes mutual respect and equal opportunity for all employees is critical to our success and to driving innovation and growth.
This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods. 10 Table of Contents See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods.
VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses.
Our VAntage ® 2 technology enables us to increase VAM capacity to meet growing customer demand globally with minimal investment. VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses.
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.
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.
See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
Therefore, in general, margins may expand or contract in response to changes in raw material costs. See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
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.
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. 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.
To that end, we continue to make progress in our efforts to promote diversity, equity and inclusion in our Company. In order to enhance our visibility to a diverse pipeline of talent and broaden our candidate pool, we engage with historically black colleges and universities ("HBCUs"), trade associations and other professional groups.
To that end, we continue to make progress in our efforts to promote inclusion and equal opportunity in our Company. As part of this, we invest in initiatives in order to enhance our visibility to a broad pipeline of talent and broaden our candidate pool.
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.
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. 7 Table of Contents 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.
Through deliberate actions and intentions to understand and recognize our employees' contributions to stewardship excellence, we have reduced our TRIR rate by 58% from 2022. Rounding out our Stewardship performance in 2023, we had 5 Tier 1 and Tier 2 process safety incidents and 5 environmental incidents.
These rates continue to reflect world class safety performance as compared to our industry peers. We remain committed to the value we have established for safety. Rounding out our Stewardship performance in 2024, we had 12 Tier 1 and Tier 2 process safety incidents and 5 environmental incidents.
Removed
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.
Added
Updated 2024 emissions figures were not available at the time of this Form 10-K filing.
Removed
Netherlands 50 % Teijin Limited (50%) 2022 DuPont Teijin Films Luxembourg S.A. now known as Mylar Specialty Films Luxembourg S.A. Luxembourg 50 % Teijin Limited (50%) 2022 DuPont Teijin Films U.S. Limited Partnership now known as Mylar Specialty Films U.S.
Added
Additionally, some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.
Removed
China 70 % Xingda (30%) 2022 Acetyl Chain Fairway Methanol LLC U.S. 50 % Mitsui & Co., Ltd.
Removed
In December 2020, we signed a memorandum of understanding with our joint venture partners to restructure KEPCO, in which we and our joint venture partners will receive exclusive offtake rights to POM in Asia and global marketing rights without restrictions. In April 2022, we completed the joint venture restructuring of KEPCO.
Removed
As part of the restructuring of KEPCO, we paid KEPCO $5 million and will have paid 5 equal annual installments of €24 million on October 1 of each year from 2022 to 2026. This resulted in an increase to our investment in KEPCO of $134 million. Our joint venture partner has made and will make similar payments to KEPCO.
Removed
The restructuring did not result in a change in ownership percentage of KEPCO, nor a change in control, and KEPCO will continue to be accounted for as an equity method investment. Fortron Industries, LLC.
Removed
Climate Change Climate change is one of the most challenging and significant issues facing the world today, and we seek to do our part to make sustainable progress toward addressing this challenge. The nature of our operations is energy and fossil fuel intensive.
Removed
We also promote engagement globally through 68 chapters of nine different Employee Resource Groups designed to inspire, develop and increase the representation and engagement of underrepresented groups.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+19 added−18 removed19 unchanged
Biggest changeSee 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.
Biggest changeYear Ended December 31, 2024 Compared to Year Ended December 31, 2023 • Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities decreased $933 million to $966 million for the year ended December 31, 2024 compared to $1.9 billion for the same period in 2023, primarily due to: • unfavorable trade working capital of $654 million, primarily due to inventory reductions compared to those in the prior year driven by balancing production with demand and the timing of settlement of trade payables during the year ended December 31, 2024; • a decrease in Net earnings, excluding the non-cash impacts of impairment losses, primarily due to the goodwill impairment loss of $1.5 billion in the Engineered Materials segment, (see Note 9 - G oodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information), deferred income taxes of $1.2 billion and the gain of $515 million recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and • an increase in cash taxes paid of $112 million. • Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities increased $336 million to $470 million for the year ended December 31, 2024 compared to $134 million for the same period in 2023, primarily due to: • a cash inflow of $461 million recognized during the year ended December 31, 2023 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), which did not recur in the current year. partially offset by: • a decrease of $133 million in capital expenditures during the year ended December 31, 2024. • Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities decreased $143 million to $1.3 billion for the year ended December 31, 2024 compared to $1.5 billion for the same period in 2023, primarily due to: • a decrease in payments on long-term debt, primarily due to our cash tender offer of $2.25 billion completed in August 2023, payment in full of delayed-draw term loans of $870 million and repayment at maturity of the 1.125% senior unsecured notes during the year ended December 31, 2023, that did not recur in the current year, partially offset by repayments at maturity of the 5.900% and 3.500% senior unsecured notes during the year ended December 31, 2024; and • a decrease in net payments on short-term debt, primarily driven by a payment of $500 million on our March 2022 U.S.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facility.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities.
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.
We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, 2024, we have directly guaranteed $145 million and €31 million of such obligations. We have not entered into any material off-balance sheet arrangements.
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.
Discussion of our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021, can be found in Part II - Item 7.
On January 4, 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "China Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "China Revolving Credit Facility").
In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility").
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).
Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it 47 Table of Contents ceases to guarantee the Issuer's obligations under the existing U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements).
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2023 and December 31, 2022, respectively.
If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital or seeking to restructure or refinance our indebtedness.
If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness.
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.
We de-recognized $1.5 billion and $1.4 billion of accounts receivable under this agreement for the years ended December 31, 2024 and 2023, respectively, and collected $1.5 billion and $1.3 billion of accounts receivable sold under this agreement during the same periods.
Item 1A. Risk Factors of this Annual Report also contains a description of certain risk factors that you should consider which could significantly affect our financial results.
Item 1A. Risk Factors of this Annual Report also contains a description of certain risk factors that you should consider which could significantly affect our business and/or financial results.
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.
There can be no assurance, however, that we will continue to generate cash flows at or above current levels. Total capital expenditures were $435 million for the year ended December 31, 2024.
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.
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.
(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.
(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; • additional impairments of goodwill or intangible assets; 36 Table of Contents • 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; • 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, 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 conflicts in the Middle East) 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, anti-dumping and countervailing duties, 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; • our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemical industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings. • changes in currency exchange rates and interest rates; • tax rates and changes thereto; 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; • 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.
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, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; • the ability to pass increases in raw materials 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 realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc.
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.
Unsold U.S. accounts receivable of $139 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2024. • Factoring and Discounting Agreements We have factoring agreements in Europe, Japan, Singapore and China with financial institutions.
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.
("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. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.
We de-recognized $423 million and $320 million of accounts receivable under these factoring agreements for the years ended December 31, 2023 and 2022, respectively, and collected $407 million and $325 million of accounts receivable sold under these factoring agreements during the same periods.
We de-recognized $700 million and $423 million of accounts receivable under these factoring agreements for the years ended December 31, 2024 and 2023, respectively, and collected $640 million and $407 million of accounts receivable sold under these factoring agreements during the same periods.
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.
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.
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.
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. 43 Table of Contents Cash Flows Cash and cash equivalents decreased $843 million to $962 million as of December 31, 2024 compared to December 31, 2023.
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.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. Contractual Obligations, Guarantees and Commitments We calculated $2.5 billion of all future interest payments on debt and other obligations using the rate in effect on December 31, 2024 and $493 million of all future pension and other postretirement funding obligations.
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.
The change in the effective income tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to: • prior year impacts that did not recur in the current year, including 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.
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.
This repurchase program does not have an expiration date. During the year ended December 31, 2024, we did not repurchase any shares of our Common Stock. As of December 31, 2024, we had $1.1 billion remaining under authorizations by our Board of Directors. As discussed above, as part of our deleveraging efforts, we have paused our share repurchase program.
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.
We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers. We did not repurchase any Common Stock during the year ended December 31, 2024.
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.
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, 2024 was (51)% compared to (67)% for the year ended 2023.
On December 15, 2023, we entered into a Master Discounting Agreement (the "Master Discounting Agreement") with a financial institution in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. We received $45 million from the accounts receivable transferred under the Master Discounting Agreement as of December 31, 2023.
We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. We received $100 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of December 31, 2024 and 2023.
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.
As of December 31, 2024, $627 million of the $962 million 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 foreign earnings.
On August 25, 2023, Celanese U.S. completed a cash tender offer for $2.25 billion in aggregate principal amount (the "Tender Offer") as follows: Maturity Date Aggregate Principal Amount Tendered Purchase price per $1,000 principal amount Total Tender Offer Consideration Accrued and Unpaid Interest (In $ millions) (In $ millions) June 30, 2024 1,473 $ 999.92 1,473 12 March 15, 2025 750 $ 1,002.85 752 20 April 30, 2024 27 $ 983.95 27 — The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness, including the payment in full of the 364-day Term Loans and the 3-year Term Loans. 45 Table of Contents • Accounts Receivable Securitization Facility On June 1, 2023, 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").
In August 2023, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act as follows (collectively, the "2023 Offering"): Maturity Date Aggregate Principal Amount Issued Discount to Par Interest Rate (In $ millions) November 15, 2028 1,000 99.986% 6.350% November 15, 2030 999 99.950% 6.550% November 15, 2033 1,000 99.992% 6.700% 46 Table of Contents Also in August 2023, Celanese U.S. completed a cash tender offer for $2.25 billion in aggregate principal amount (the "Tender Offer") as follows: Maturity Date Aggregate Principal Amount Tendered Purchase price per $1,000 principal amount Total Tender Offer Consideration Accrued and Unpaid Interest (In $ millions) (In $ millions) July 5, 2024 1,473 $ 999.92 1,473 12 March 15, 2025 750 $ 1,002.85 752 20 May 8, 2024 27 $ 983.95 27 — The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness. • Accounts Receivable Purchasing Facility In June 2023, 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").
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%.
Non-operating pension and other postretirement employee expense decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • a decrease in the actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, partially offset by lower than expected actual asset returns.
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.
This borrowing and cash on hand were used primarily to repay in full our senior unsecured notes due 2025, with an interest rate of 1.250%, due on February 11, 2025, and for general corporate purposes. • 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) 1.250% Notes December 2017 €300 1.250 (1) February 11 February 11, 2025 6.050% Notes July 2022 $1,000 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 (2) 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 (2) 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 (2) May 15 November 15 November 15, 2033 ______________________________ (1) The 1.250% Notes were repaid in full on February 11, 2025.
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.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. In October 2023, we announced the intended closure of our 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.
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.
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. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term.
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%.
Non-operating pension and other postretirement employee expense decreased $49 million for the year ended December 31, 2024 compared to the same period in 2023 primarily due to a decrease in recognized actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, 39 Table of Contents partially offset by lower than expected actual asset returns.
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.
Year Ended December 31, 2024 (In $ millions) Net sales to third parties 1,819 Net sales to non-guarantor subsidiaries 1,140 Total net sales 2,959 Gross profit 558 Earnings (loss) from continuing operations (367) Net earnings (loss) (374) Net earnings (loss) attributable to the Obligor Group (374) As of December 31, 2024 2023 (In $ millions) Receivables from non-guarantor subsidiaries 1,138 787 Other current assets 2,372 2,245 Total current assets 3,510 3,032 Goodwill 536 536 Other noncurrent assets 6,386 3,289 Total noncurrent assets 6,922 3,825 Current liabilities due to non-guarantor subsidiaries 5,258 2,993 Current liabilities due to affiliates 5 6 Other current liabilities 2,212 1,940 Total current liabilities 7,475 4,939 Noncurrent liabilities due to non-guarantor subsidiaries 3,371 3,365 Other noncurrent liabilities 11,241 13,007 Total noncurrent liabilities 14,612 16,372 48 Table of Contents Share Capital On February 12, 2025, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to approximately $3 million.
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.
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.
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.
We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the dates hereof. 37 Table of Contents Results of Operations Financial Highlights Year Ended December 31, 2024 2023 Change (In $ millions, except percentages) Statement of Operations Data Net sales 10,280 10,940 (660) Gross profit 2,356 2,603 (247) Selling, general and administrative ("SG&A") expenses (1,030) (1,075) 45 Other (charges) gains, net (1,744) (68) (1,676) Gain (loss) on disposition of businesses and assets, net (14) 505 (519) Operating profit (loss) (697) 1,687 (2,384) Equity in net earnings (loss) of affiliates 196 102 94 Non-operating pension and other postretirement employee benefit (expense) income (20) (69) 49 Interest expense (676) (720) 44 Interest income 33 39 (6) Dividend income - equity investments 128 126 2 Earnings (loss) from continuing operations before tax (996) 1,183 (2,179) Earnings (loss) from continuing operations (1,506) 1,973 (3,479) Earnings (loss) from discontinued operations (8) (9) 1 Net earnings (loss) (1,514) 1,964 (3,478) Net earnings (loss) attributable to Celanese Corporation (1,522) 1,960 (3,482) Other Data Depreciation and amortization 801 706 95 SG&A expenses as a percentage of Net sales 10.0 % 9.8 % Operating margin (1) (6.8) % 15.4 % Other (charges) gains, net Restructuring (107) (52) (55) Asset impairments (1,639) (15) (1,624) Plant/office closures 2 (1) 3 Total Other (charges) gains, net (1,744) (68) (1,676) _____________________________ (1) Defined as Operating profit (loss) divided by Net sales.
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.
We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation policy. 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.
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").
Debt and Other Obligations • Senior Credit Facilities In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided 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").
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"). 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. 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"). The Senior Notes were issued by Celanese U.S.
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.
Credit Agreements, is the cash that our subsidiaries generate from their operations. 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.
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.
See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
As 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.
As of December 31, 2024 2023 (In $ millions) Balance Sheet Data Cash and cash equivalents 962 1,805 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,501 1,383 Long-term debt, net of unamortized deferred financing costs 11,078 12,301 Total debt 12,579 13,684 38 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, 2024 Compared to Year Ended December 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials (5) (3) (1) (9) Acetyl Chain 4 (6) — (2) Total Company (1) (4) (1) (6) Consolidated Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased $660 million, or 6%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower pricing, driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics, product mix, and decreased energy surcharges; • lower volume in our Engineered Materials segment primarily due 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) and reduced demand for elastomers due to weaker automotive demand, partially offset by higher volume, principally for POM in Europe and Asia; and • an unfavorable currency impact, primarily resulting from a weaker Chinese Yuan ("CNY") and Japanese Yen ("JPY") relative to the U.S. dollar; partially offset by: • higher volume in our Acetyl Chain segment for most of our products, primarily methanol, downstream derivative products, acid, and VAM.
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.
As of December 31, 2024, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility, $171 million available for borrowing under our separate China Revolving Credit Facilities (defined below) and up to $1.0 billion under the November 2024 U.S.
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.
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. On February 29, 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network.
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.
Acetyl Chain Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Net sales 4,763 4,884 (121) (2.5) % Net Sales Variance Volume 4 % Price (6) % Currency — % Operating profit (loss) 951 1,109 (158) (14.2) % Operating margin 20.0 % 22.7 % Dividend income - equity investments 127 124 3 2.4 % Depreciation and amortization 244 217 27 12.4 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower pricing for most of our products globally, due to an environment with greater supply than demand during the year ended December 31, 2024; partially offset by: • higher volume for most of our products, primarily methanol, downstream derivative products, acid, and VAM.
Obligations bear interest at certain fixed and floating rates. The China Revolving Credit Agreement is guaranteed by Celanese U.S.
Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million and on December 19, 2024, the CSIT January 2023 Facility was reduced to CNY550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.
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.
Operating profit decreased $2.4 billion, or 141%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an unfavorable impact of $1.7 billion to Other (charges) gains, net primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.5 billion and impairment losses on certain trade names, primarily Zytel ® (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • lower Net sales across our segments; and • a gain of $515 million in our Engineered Materials segment recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); partially offset by: • lower raw material costs in our Engineered Materials and Acetyl Chain segments.
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.
In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant is in construction and we are accelerating completion to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and remains on schedule under a delayed timeline.
Credit Agreements, the "Global Credit Agreements"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the China Working Capital Term Loan Agreement was fully drawn on January 10, 2023 and was supported by a letter of comfort from us.
Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates.
On November 1, 2022, we acquired a majority of the M&M Business for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction.
For further information regarding the food ingredients joint venture, see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. 42 Table of Contents In November 2022, we acquired a majority of the M&M Business for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction.
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.
Covenants Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. 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.
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.
Other Activities Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Operating profit (loss) (469) (505) 36 7.1 % Non-operating pension and other postretirement employee benefit (expense) income (28) (68) 40 58.8 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Operating loss decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower functional spending and incentive compensation cost of $33 million.
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.
Business Segments Engineered Materials Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Net sales 5,607 6,149 (542) (8.8) % Net Sales Variance Volume (5) % Price (3) % Currency (1) % Other (charges) gains, net (1,724) (56) (1,668) (2,978.6) % Operating profit (loss) (1,179) 1,083 (2,262) (208.9) % Operating margin (21.0) % 17.6 % Equity in net earnings (loss) of affiliates 172 83 89 107.2 % Depreciation and amortization 510 462 48 10.4 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower volume, primarily driven by 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 reduced demand for elastomers due to weaker automotive demand, partially offset by higher volume for certain products, principally for POM in Europe and Asia; • lower pricing for most of our products, primarily due to competitive market dynamics, product mix, and decreased energy surcharges; and • an unfavorable currency impact, primarily resulting from a weaker JPY and CNY relative to the U.S. dollar. 40 Table of Contents Operating profit decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an unfavorable impact of $1.7 billion to Other (charges) gains, net primarily related to an impairment loss on goodwill of $1.5 billion and impairment losses on certain trade names, primarily Zytel ® (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • a gain of $515 million recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and • lower Net sales; partially offset by: • lower raw materials costs for most of our products.
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.
We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the food ingredients joint venture described above, other opportunistic dispositions or monetization of other product or business lines or other assets.
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.
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2025.
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.
Term Loan Credit Agreement was not drawn during the year ended December 31, 2024. 45 Table of Contents On December 10, 2024, CNC entered into a credit facility agreement (the "CNC Revolving Credit Agreement," together with the CNC Three Year Working Capital Loan Agreement, the CSIT Revolving Credit Agreement, the China Working Capital Term Loan Agreement and the CNC Working Capital Loan Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S.
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.
Also in March 2022, we entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement the "U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027.
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.
We are in compliance with all of the covenants related to our debt agreements as of December 31, 2024. On February 17, 2025, November 1, 2024, February 16, 2024, August 9, 2023 and February 21, 2023, we amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants.
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.
In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction and on schedule for start-up in the second half of 2025.
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").
On February 21, 2023, August 9, 2023, February 16, 2024, November 1, 2024 and February 17, 2025, we amended certain covenants in certain of the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").
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.
We fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. In September 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova.
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.
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 while construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is on schedule and in detailed engineering design.
Removed
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.
Added
GAAP gain over the tax gain from the formation of the Nutrinova joint venture; and • current year impacts of a non-deductible goodwill impairment loss and recognition of a valuation allowance against certain local country, non-U.S. tax credit carryforwards due to reduced forecasts of earnings in future periods and capital gains tax arising from an internal integration-related restructuring of our acquired China operations to optimize our debt profile.
Removed
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.
Added
Equity in net earnings (loss) of affiliates increased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an increase in earnings from our Mylar Specialty Films strategic affiliates of $61 million, primarily due to increased restructuring costs incurred in the year ended December 31, 2023, which did not recur in the current year.
Removed
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.
Added
Operating profit decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower Net sales; and • higher spending of $40 million, primarily as a result of increased plant operating and maintenance expenses, including costs at our new acetic acid unit at Clear Lake, Texas, and plant turnaround costs related to our joint venture, Fairway Methanol LLC; 41 Table of Contents partially offset by: • lower raw material and sourcing costs, primarily for carbon monoxide and methanol.
Removed
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.
Added
Term Loan Credit Agreement (defined below), if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $962 million as of December 31, 2024.
Removed
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.
Added
This operation is included in the Engineered Materials segment. We fully ceased operations during the three months ended December 31, 2024. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $20 million, inclusive of estimated employee termination costs, through 2028.
Removed
Debt and Other Obligations • Senior Credit Facilities In March 2022, we entered into a term loan credit agreement (the "March 2022 U.S.
Added
In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, on November 4, 2024, we announced our intent to reduce our quarterly dividend by approximately 95 percent beginning in the first quarter of 2025.
Removed
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 Credit Agreement (defined below) during the year ended December 31, 2023, which did not recur in the current year, partially offset by an increase in net payments on our revolving credit facilities of $74 million; 44 Table of Contents partially offset by: • a decrease in proceeds of long-term debt, primarily due to the issuance of certain senior unsecured notes of $3.0 billion during the year ended December 31, 2023, that did not recur in the current year, partially offset by current year borrowings on working capital loan facilities in China; and • an increase in net payments on our China Working Capital Term Loan Agreement (defined below).
Removed
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.
Added
The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was fully repaid during the three months ended March 31, 2024. In December 2023, Celanese (Nanjing) Chemical Co., Ltd.
Removed
On January 6, 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement," together with the China Revolving Credit Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S.
Added
("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "CNC Working Capital Loan Agreement"). The loan under the CNC Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024.
Removed
In July 2022, Celanese U.S. completed an offering of $7.5 billion aggregate principal amount of notes of various maturities in a public offering registered under the Securities Act (the "Acquisition USD Notes").

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+1 added−1 removed5 unchanged
Biggest changeManagement, including the Chief Information Officer and Chief Information Security Officer, updates our EHSQPP Committee and full Board on cybersecurity matters quarterly. We also have processes by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported in a timely manner to the Board.
Biggest changeWe also have processes by which certain cybersecurity incidents are escalated within the Company and may be reviewed by a designated management committee and, where appropriate, reported in a timely manner to the Board. Additional Information For additional information on the risks we face related to cyber and information security threats, please see the risk factors in Item 1A.
Item 1C. Cybersecurity Cybersecurity Risk Management and Oversight Strategy for Management of Cybersecurity Risk Cybersecurity protection and data privacy are important to maintaining our proprietary information and the trust of our customers, suppliers and employees, and we recognize the importance of working to secure our data and information systems from potential cybersecurity and data privacy incidents.
Item 1C. Cybersecurity Cybersecurity Risk Management and Oversight Strategy for Management of Cybersecurity Risk Cybersecurity, resilience and data privacy are important to maintaining our proprietary information and the trust of our customers, suppliers and employees, and we recognize the importance of working to secure our data and information systems from potential cybersecurity and data privacy incidents.
We also have data privacy educational tools, policies and procedures to help employees prevent, recognize and report data privacy 29 Table of Contents incidents. We perform penetration tests and vulnerability and breach assessments with third-party advisors to support our compliance with laws and regulations including those applicable to chemical manufacturing sites.
We also have data privacy educational tools, policies and procedures to help employees prevent, recognize and report data privacy incidents. We perform penetration tests and vulnerability and breach assessments with third-party advisors to support our compliance with laws and regulations including those applicable to chemical manufacturing sites.
Specifically, a risk management workstream focused on our information technology function (including cybersecurity) is designed to assess, identify and manage cybersecurity-related risks and mitigation measures. Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident.
Specifically, a risk management workstream focused on our information technology function (including cybersecurity, resilience and data privacy) is designed to assess, identify and manage cybersecurity- resilience and data privacy-related risks and mitigation measures. 30 Table of Contents Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident.
We also have a third-party risk management program with a formal approach to evaluating and managing risks associated with third-party information technology solutions and software. We maintain cyber/information security insurance to protect against certain expenses and liabilities that may be incurred in the event of an incident. Cybersecurity risk is managed as part of our broader enterprise risk management program.
We also have a third-party risk management program with a formal approach to evaluating and managing risks associated with third-party information technology solutions and software. We maintain cyber/information security insurance to protect against certain expenses and liabilities that may be incurred in the event of an incident.
The incident response plan provides for certain responses based on various factors of a cybersecurity incident.
The incident response plan provides for certain responses based on various factors of a cybersecurity incident and integrates with our enterprise crisis management program.
At the Board level, the full Board and its Environment, Health, Safety, Quality and Public Policy ("EHSQPP") Committee (which oversees many of our operational risks related to manufacturing) are both involved in oversight of the Company's management of cybersecurity risk.
At the Board level, the full Board and its Stewardship Committee (which oversees many of our operational risks related to manufacturing) are both involved in oversight of the Company's management of cybersecurity risk. Management, including the Chief Information Officer and Chief Information Security Officer, updates our Stewardship Committee and full Board on cybersecurity matters quarterly.
We also face risks encountered by substantially all large global companies such as the risks of intellectual property and information being compromised, fraud and violation of privacy or security laws. We identify, assess, manage and mitigate cybersecurity risk through a risk management program based on the NIST Cybersecurity Framework that is regularly assessed by a third party cybersecurity consultant.
We also face risks encountered by substantially all large global companies such as the risks of intellectual property and information being compromised, fraud, business interruption and violation of privacy or security laws.
As part of our processes, we perform routine scanning and have an established vulnerability management program and patching policy.
We identify, assess, manage and mitigate cybersecurity risk through a risk management program based on the NIST Cybersecurity Framework that is regularly assessed by a third party cybersecurity consultant. As part of our processes, we perform routine scanning and have an established vulnerability management program and patching policy.
Removed
Additional Information For additional information on the risks we face related to cyber and information security threats, please see the risk factors in Item 1A.
Added
Cybersecurity, resilience and data privacy risks are maintained and managed on an ongoing basis as part of our broader enterprise risk management program.

Item 2. Properties

Properties — owned and leased real estate

4 edited+1 added−0 removed0 unchanged
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.
Biggest changeGeographic Region Engineered Materials (1) Acetyl Chain (1) Corporate Leased Owned Leased Owned Leased Owned North America 9 9 1 7 2 — Europe and Africa 5 6 1 4 4 1 Asia-Pacific 4 8 3 — 3 — South America 2 1 — — — — Total 20 24 5 11 9 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; Meyrin, Switzerland; 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; 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, 2023.
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, 2024.
We have also entered into strategic ventures with partners in various locations around the world. See Item 1. Business for a discussion of our investments in affiliates and their respective site locations.
We have also entered into strategic ventures with partners in various locations around the world. See Item 1. Business for a discussion of our investments in affiliates and their respective site locations. 31 Table of Contents
Added
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 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+5 added−10 removed6 unchanged
Biggest changeItem 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.
Biggest changeItem 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers The names, ages and biographies of our executive officers as of February 21, 2025 are as follows: Name Age Position Scott A. Richardson 48 President, Chief Executive Officer and Director Chuck B.
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
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. 33 Table of Contents PART II
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.
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.
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.
Prior to joining Celanese, Mr. 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.
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.
He had previously served as 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.
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 was promoted to Executive Vice President in March 2020. 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.
Before rejoining Celanese in June 2022 as Vice President of Business Strategy and Development, Mr. Murray served as Executive Vice President, Biomaterials and Advanced Technologies at Avantor, a global materials manufacturer and distributor. Mr.
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. Before rejoining Celanese in June 2022 as Vice President of Business Strategy and Development, Mr. Murray served as Executive Vice President, Biomaterials and Advanced Technologies at Avantor, a global materials manufacturer and distributor. Mr.
Kyrish 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.
Kyrish 53 Senior Vice President and Chief Financial Officer Todd Elliott 59 Senior Vice President, Engineered Materials Mark C. Murray 54 Senior Vice President, Acetyls Ashley B. Duffie 50 Senior Vice President and General Counsel Scott A. Richardson was named President and Chief Executive Officer and a member of our Board of Directors effective January 1, 2025.
Removed
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.
Added
He served as Executive Vice President and Chief Operating Officer for Celanese Corporation from November 2023 until his current role.
Removed
Ryerkerk joined Shell in May 2010 as the Regional Vice President of Manufacturing in Europe and Africa, and was responsible for the operation of five Shell manufacturing facilities and five joint ventures. In October 2013, she was named Executive Vice President of Global Manufacturing, Shell Downstream Inc.
Added
Todd Elliott returned to Celanese to serve as Senior Vice President, Engineered Materials in February 2025. Mr. Elliott first joined Celanese in 1987 in a district sales role. He quickly rose through increasing leadership opportunities in regional sales, business analysis, investor relations, and corporate development.
Removed
Before joining Shell, she was Senior Vice President, Refining, Supply and Terminals at Hess Corporation, where she was responsible for refineries, terminals and a distribution network, and supply and trading. Prior to that, Ms. Ryerkerk spent 24 years with ExxonMobil where she started her career as a process technologist at a refinery in Baton Rouge, Louisiana.
Added
He led the Acetate Tow business before becoming Senior Vice President of global sales for both Acetyls and Engineered Materials in 2016. In 2017, he became Senior Vice President and global commercial leader for Engineered Materials and head of Celanese Europe until 2018.
Removed
Throughout her tenure at ExxonMobil, she took on a variety of operational and senior leadership roles in Refining and Chemicals Manufacturing, Power Generation, and various other groups including Supply, Economics and Planning, HSSE and Public Affairs/Government Relations. Ms. Ryerkerk received a Chemical Engineering degree from Iowa State University.
Added
At that time, he was elevated to Senior Vice President of Acetyls and is credited with transforming the Acetyls operating model to a differentiated focus on 32 Table of Contents downstream derivatives optionality that has redefined the value of the Acetyls business.
Removed
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.
Added
He retired from Celanese in 2020 and had been an independent consultant to clients in the chemicals and polymers industry prior to rejoining the Company. Mr. Elliott earned his undergraduate degree at Westminster College and his Master of Business Administration at Fontbonne University. Mark C.
Removed
Kelly was named Senior Vice President, Engineered Materials in April 2020, leading the Engineered Materials business with global responsibility for product and business management, planning and portfolio development, and pipeline management. He had previously served as Vice President of Engineered Materials with Celanese since January 2019.
Removed
He re-joined Celanese in January 2019 after serving with Cabot Microelectronics (now CMC Materials), a global supplier of consumable materials to semiconductor manufacturers and pipeline companies, from September 2016 to January 2019. At Cabot Microelectronics he held the roles of Vice President and Chief Commercial Officer and Vice President of Corporate Development.
Removed
He was previously with Celanese from August 2012 to September 2016 as Director of Raw Materials, where he led a team responsible for sourcing strategic raw materials. Before joining Celanese, he had additional roles in supply chain, sales and manufacturing management with Chemtura, Cabot Microelectronics and Rohm & Haas. Mr.
Removed
Kelly also served as a board member of Nucera Solutions, a provider of specialty polymer solutions, from June 2021 through August 2022, and of Vertellus Global Holdings LLC, a supplier of specialty chemical products, from August 2019 through December 2020.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed8 unchanged
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.
Biggest changeSee Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 34 Table of Contents Performance Graph The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, 2019 through December 31, 2024 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, 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.
Celanese Purchases of its Equity Securities We did not repurchase any Common Stock during the three months ended December 31, 2024. As of December 31, 2024, 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, 2018.
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, 2019.
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.
Holders As of February 17, 2025, there were 125 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)

3 edited+0 added−0 removed7 unchanged
Biggest changeForward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Annual Report contain certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us.
Biggest changeForward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Annual Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us.
Item 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 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. 35 Table of Contents Item 7.
These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control.
These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control.

Item 7. Management's Discussion & Analysis

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

76 edited+30 added−11 removed118 unchanged
Biggest changeOur 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.
Biggest changeOur 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 or repurchase 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; 28 Table of Contents • Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; • Adversely affecting our ability to comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived; • Adversely affecting our future credit ratings, which could increase our future costs of funding, liquidity and access to capital markets; 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.
Prices can increase significantly as a result of uncertainties associated with inflationary pressures, transportation or logistics disruptions, weather, natural disasters, epidemics, pandemics, the effects of climate change or political instability, plant or production disruptions, war or conflicts, strikes or other labor unrest, breakdown or degradation of transportation infrastructure used in the delivery of raw materials and energy commodities, terrorist activities, civil unrest, or changes in laws or regulations in any of the countries in which we have significant suppliers.
Prices can increase significantly as a result of uncertainties associated with inflationary pressures, transportation or logistics disruptions, weather, natural disasters, epidemics, pandemics, the effects of climate change or political instability, plant or production disruptions, war or conflicts, strikes or other labor unrest, breakdown or degradation of transportation infrastructure used in the delivery of raw materials and energy commodities, terrorist activities, civil unrest, or changes in laws, regulations, or tariffs in any of the countries in which we have significant suppliers.
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.
We may face increased information technology security, continuity 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.
We have adopted internal policies for protecting our know-how and trade secrets. In addition, our practice is to seek patent or trade secret protection for significant developments that provide us competitive advantages and freedom to practice for our businesses. Patents may cover catalysts, processes, products, intermediate products and product uses.
We have adopted internal policies and practices for protecting our know-how and trade secrets. In addition, our practice is to seek patent or trade secret protection for significant developments that provide us competitive advantages and freedom to practice for our businesses. Patents may cover catalysts, processes, products, intermediate products and product uses.
If our cash flows and capital resources are insufficient to fund our debt obligations, we may be forced to reduce or delay capital expenditures, sell assets on unfavorable terms, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations.
If our cash flows and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets on unfavorable terms, seek additional capital, restructure or refinance our indebtedness or delay capital expenditures. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations.
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 continue to 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.
In particular, production disruptions at our manufacturing facilities that produce chemicals used as inputs in the production of chemicals in other business segments, such as acetic acid, VAM and formaldehyde, could have a more significant adverse effect on our business and financial performance and results of operations to the extent of such vertical integration.
In particular, production disruptions at our manufacturing facilities that produce chemicals used as inputs in the production of chemicals in other business segments, such as acetic acid, VAM and formaldehyde, had in the past and could have a more significant adverse effect on our business and financial performance and results of operations to the extent of such vertical integration.
We also procure polymers, rubber and polypropylene for use in production of engineered materials, and other raw materials as additives to our products including fiberglass, flame retardant materials and other compounding components. The prices and availability of many of these items is dependent on supply and logistics considerations.
We also procure polymers, rubber and polypropylene for use in production of engineered materials, and other raw materials as additives to our products including fiberglass, flame retardant materials and other compounding components. The prices and availability of many of these items are dependent on supply and logistics considerations.
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.
Additionally, 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.
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.
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.
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.
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 overruns, the unavailability of financing, required materials or equipment and various other factors.
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.
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, including nation-state actors, that may have a material effect on our business.
We are subject to risks associated with the increased volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results.
We are subject to risks associated with the volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results. We are exposed to volatility in the prices of our raw materials and energy.
If one of our products fails to perform in a manner consistent with applicable quality specifications, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as guaranteed.
If one of our products fails to perform in a manner consistent with applicable quality specifications, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as specified.
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.
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.
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.
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.
A product liability, warranty, or tort claim or judgment against us that is larger than those typically experienced in the regular course of business could also result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management's attention from other responsibilities.
A product liability, warranty, toxic tort, public nuisance, or other tort claim or judgment against us that is larger than those typically experienced in the regular course of business could also result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management's attention from other responsibilities.
If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, which could in turn adversely impact our business and results of operations.
If our sustainability practices do not meet regulator, investor or other stakeholder expectations and standards, which continue to evolve and may be conflicting, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, which could in turn adversely impact our business and results of operations.
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.
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 have been under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany.
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.
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 make it more difficult or more costly for us to obtain such consents.
The Receivables Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC's, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell assets; pay dividends or make other restricted payments; make investments; prepay or modify certain indebtedness; or engage in other businesses.
The Receivables Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC's, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell assets; pay dividends, repurchase our Common Stock or make other restricted payments; make investments; prepay or modify certain indebtedness; or engage in other businesses.
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.
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. We have invested significant resources in China and other Asian countries.
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.
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.
Significant changes in investment performance or a change in the portfolio mix of invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations.
Significant changes in investment performance or a change in the portfolio mix of 27 Table of Contents invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations.
Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated 29 Table of Contents independently of any other agency's rating.
We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of acetate tow.
We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of 17 Table of Contents acetate tow.
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.
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. 25 Table of Contents Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.
The combined impact of these changes will affect the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. In recent years, an extended duration strategy in the asset portfolio has been implemented in some plans to reduce the influence of liability volatility due to changes in interest rates.
The combined impact of these changes will affect the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. An extended duration strategy in the asset portfolio was implemented in some plans to reduce the influence of liability volatility due to changes in interest rates.
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.
It is possible the outcomes from these examinations or audits will have a material adverse effect on our financial condition and operating results in future periods. 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.
In addition, enforcement of environmental or other governmental policy may result in plant shut downs or significantly decreased production, such as in China on high pollution days.
In addition, enforcement of environmental or other governmental policy may result in plant shut 23 Table of Contents downs or significantly decreased production, such as in China on high pollution days.
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.
The development, manufacture and sale of specialty materials and 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, toxic tort, public nuisance, and other tort claims, product recalls, product seizures and related adverse publicity.
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 have implemented policies, procedures and employee training designed to promote 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.
The theft, misuse or publication of our intellectual property and/or confidential business information or the compromising of our systems or networks (including through ransomware or denial-of-service attacks) could harm our competitive position, cause operational disruption (including the potential to disrupt or compromise our control of physical plant operations at our manufacturing sites), reduce the value of our investment in research and development of new products and other strategic initiatives or otherwise adversely affect our business or results of operations.
The theft, misuse or publication of our intellectual property and/or confidential business information or the compromising of our systems or networks (including through ransomware, unauthorized access or insider threats) could harm our competitive position, cause operational disruption (including the potential to disrupt or compromise our control of physical plant operations at our manufacturing sites), reduce the value of our investment in research and development of new products and other strategic initiatives or otherwise adversely affect our business or results of operations.
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.
We may experience difficulties or delays achieving the intended benefits from acquiring the M&M Business. 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 and improve the performance of the M&M Business.
We seek to prevent unauthorized access to our information and operational technology systems and to detect and investigate any cybersecurity incidents that may occur, however in some cases we might be unaware of a particular incident or its magnitude and effects.
We seek to prevent unauthorized access, maintain the confidentiality and the integrity of our information and operational technology systems and strive to detect and investigate any cybersecurity incidents that may occur, however in some cases we might be unaware of a particular incident or its magnitude and effects.
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.
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.
For example, any future withdrawal or renegotiation of trade agreements, or the failure to reach agreement over trade agreements, or the imposition of new or increased tariffs on our products or raw materials, or the more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy.
For example, any future withdrawal or renegotiation of trade agreements, or the failure to reach agreement over trade agreements, or the imposition of new or increased tariffs, including, but not limited to, anti-dumping and countervailing duties, on our products or raw materials, or the more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy.
Although we have long-term supply agreements, multi-year purchasing and sales agreements and forward purchase contracts providing for the supply of ethylene, methanol, carbon monoxide, wood pulp, natural gas and electricity, the contractual prices for these raw materials and energy can vary with economic conditions and may be highly volatile.
Although we generally have long-term supply agreements, multi-year purchasing and sales agreements and forward purchase contracts providing for the supply of ethylene, methanol, carbon monoxide, wood pulp, hexamethylene diamine, PA66, PBT, ethanol, natural gas, fuel oil, and electricity, the contractual prices for these raw materials and energy can vary with economic conditions and may be highly volatile.
In addition, products we produce, including VAM, formaldehyde and polymers derived from formaldehyde, may be classified and labeled in a manner that would adversely affect demand for such products. For example, in 2019 the EPA designated formaldehyde as a high-priority substance under the Toxic Substances Control Act and the substance is currently undergoing risk evaluation.
In addition, products we produce, including VAM, formaldehyde, polymers derived from formaldehyde and acetaldehyde, may be classified and labeled in a manner that would adversely affect demand for such products. For example, in 2019 the EPA designated formaldehyde as a high-priority substance under the Toxic Substances Control Act ("TSCA") and the substance is currently undergoing a multi-step review process.
Physical impacts of climate change, such as increased frequency and severity of hurricanes and floods and impact on sea levels, may also impact our facilities and operations and those of our key suppliers.
Physical impacts that could be associated with climate change, such as increased frequency and severity of hurricanes and floods and impact on sea levels, may also impact our facilities and operations and those of our key suppliers.
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.
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 have experienced significant supply disruptions and increased costs of inputs. These trends have impacted, and may in the future impact, our operating costs.
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.
Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 31% of our Net sales in 2024. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.
Risks Related to Our Indebtedness Financing the M&M Acquisition significantly increased our indebtedness and interest expense, which could adversely affect us, decrease our business flexibility, diminish our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures and limit our ability to react to changes in the economy or the chemicals industry.
Risks Related to Our Indebtedness Our indebtedness and interest expense, could adversely affect us, decrease our business flexibility, diminish our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, adversely affect our credit ratings, and limit our ability to react to changes in the economy or the chemicals industry.
Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. Additionally, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them.
Our joint ventures require us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. Additionally, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them.
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.
In August 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted in the U.S. 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.
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.
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, 2024, we had 12,163 employees globally. Approximately 13% of our 4,085 U.S.-based employees are unionized.
Although we believe we have a good working relationship with our employees and their legal representatives, a strike, work stoppage, or slowdown by our employees could occur, resulting in a disruption of our operations or higher ongoing labor costs.
Although we believe we have a good working relationship with our employees globally and their legal representatives, a strike, work stoppage, or slowdown by our employees, including in connection with renegotiation of labor contracts from time to time, could occur, resulting in a disruption of our operations or higher ongoing labor costs.
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.
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. 26 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 revenue of EUR750 million or more.
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.
We have previously undertaken efforts to offset these costs through pricing actions, alternative supply arrangements, and hedging strategies, however, these have not eliminated all exposure to inflationary pressure.
See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations.
See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations. As of December 31, 2024, our total debt was $12.6 billion.
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.
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, 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 direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East), or other unforeseen events or delays in construction or operation of facilities.
Risks associated with our joint ventures, including differences in views with our joint venture partners may cause them not to operate according to their business plans, which may adversely affect our results of operations.
Risks associated with our joint ventures, including differences in views with our joint venture partners may cause them not to operate according to their business plans, which may adversely affect our results of operations. We currently participate in a number of joint ventures and may enter into additional joint ventures in the future.
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.
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.
Restrictive covenants in our debt agreements may limit our ability to engage in certain transactions and may diminish our ability to make payments on our indebtedness or pay dividends. The Credit Agreements, the Indentures and the Receivables Purchase Agreement governing our receivables securitization facility each contain various covenants that limit our ability to engage in specified types of transactions.
The Credit Agreements, the Indentures and the Receivables Purchase Agreement governing our receivables securitization facility each contain various covenants that limit our ability to engage in specified types of transactions.
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.
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.
Any actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could increase our corporate borrowing costs and affect the market value of our securities.
We cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.
Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings. These initiatives may not be completed or beneficial or the estimated cost savings from such activities may not be realized.
Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings.
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.
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.
Our business exposes us to potential product liability, warranty, and tort claims, and recalls, which could adversely affect our financial condition and performance.
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.
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.
See N ote 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. 21 Table of Contents The insurance coverage that we maintain may not fully cover all operational risks.
Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies.
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.
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.
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.
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 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 of our facility in Mechelen, Belgium, resulted in charges during fiscal 2024 and is expected to result in charges through fiscal 2028.
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.
In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. 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.
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.
We cannot always successfully pass increased costs to customers, and even where we are successful, increased prices have led to and could lead to reduced demand for our products or could result in competitive disadvantages.
We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility. We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner.
We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner.
It is also possible that profitability would be adversely affected if we were required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier.
It is also possible that profitability would be adversely affected if we were required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier. 18 Table of Contents Risks Related to Our Global Operations and Our Strategy Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands.
These risks may be heightened as a result of our ongoing 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. It may take considerable time for us to investigate and evaluate the full 22 Table of Contents impact of incidents, particularly for sophisticated attacks.
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.
If the potential financial and other 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, then our business, financial performance and operating results could be adversely affected.
In addition, many of these industries are highly cyclical in nature, thus posing risks to us that vary throughout the year and vary according to macroeconomic factors. The occurrence of any of these events may adversely affect our cash flow, profitability and financial condition.
In addition, many of these industries are highly cyclical in nature, thus posing risks to us that vary throughout the year, including, but not limited to, accurately forecasting demand and other trends affecting our ability to accurately forecast revenues and operating results, and vary according to macroeconomic factors.
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.
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, or the interpretation of, tax legislation throughout the world.
Shell Chemicals Europe and another group of corporate claimants have filed claims for damages with the District Court of Amsterdam against four companies, including the Company, arising from those activities, and the first court hearing was held in late September 2023. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.
Shell Chemicals Europe, another group of corporate claimants, and, most recently, TotalEnergies Petrochemicals & Refining SA have filed claims for damages with the District Court of Amsterdam against four companies, including the Company, arising from those activities. BASF SE has filed a similar claim in the Court of Munich, Germany.
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.
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for further information.
The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation.
The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation. Countries where we do business, including several EU member states, have either implemented, or are in the process of implementing, the 15% global minimum tax into domestic legislation.
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.
In September 2021, we received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The relevant tax authorities also proposed to apply these adjustments to open tax years through 2019.
See Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information. 25 Table of Contents 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.
See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.
Removed
Risks Related to Our Global Operations and Our Strategy Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands.
Added
Our operations are also subject to global political conditions, which may be subject to heightened uncertainty as a result of changes in governmental administration in the jurisdictions in which we operate and elsewhere.
Removed
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.
Added
For example, in 2024, concurrent outages by two of our suppliers of critical raw materials for production of acetic acid and subsequent production of VAM at our U.S. gulf coast sites led to the declaration of force majeure for these products sold in the Western Hemisphere.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

15 edited+18 added−7 removed12 unchanged
Biggest changeDiscount 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.
Biggest changeManagement 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, revenue growth rates, tax rates, sales projections and terminal value rates.
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.
Pension Benefits Decrease in the discount rate 0.5 % (1) 55 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.
In addition, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
In addition, the 51 Table of Contents positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
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.
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 euro and CNY. Likewise, an increase in the value of the euro and CNY versus the U.S. dollar would result in an opposite effect.
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.
See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information. 49 Table of Contents • Recoverability of Long-Lived Assets Recoverability of Goodwill and Indefinite-Lived Intangible 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.
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.
Pension Benefits Decrease in the discount rate 0.5 % (5) 74 Decrease in the long-term expected rate of return on plan assets (1) 0.5 % 9 N/A Non-U.S.
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.
The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, revenue growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment.
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.
We estimate that a 10% change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings for the year ended December 31, 2024 by $26 million and $55 million, respectively.
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.
The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2025 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.
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.
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.
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.
In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using the income approach based on a discounted cash flow model incorporating discount rates commensurate with the risks involved or a combination of the income approach and the market approach using the guideline public company method.
These matters, and the judgments and uncertainties affecting them, are also essential to understanding our reported and future operating results.
We believe the following accounting policies and estimates are critical to understanding the financial reporting risks present in the current economic environment. These matters, and the judgments and uncertainties affecting them, are also essential to understanding our reported and future operating results.
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.
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.
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.
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.
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.
Tax rates consider the operating structure of the Company and tax rates in jurisdictions in which the indefinite-lived intangible assets operate. 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.
Removed
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.
Added
Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information.
Removed
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.
Added
Business Environment During the three months ended December 31, 2024, we experienced a sustained decrease in our share price, following downward revisions in forecast earnings and our announcement to reduce our quarterly dividend by approximately 95% beginning in the first quarter of 2025 to redeploy cash toward debt reduction, and a challenging demand environment.
Removed
However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results. We believe the following accounting policies and estimates are critical to understanding the financial reporting risks present in the current economic environment.
Added
We faced extended weakness in the macroeconomic environment, with downturns in the Western Hemisphere automotive and industrial end-markets, impacting our Engineering Materials segment, as well as persistent demand weakness in paints, coatings, and construction, impacting our Acetyl Chain segment, which deepened general demand softness.
Removed
See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information. • Purchase Accounting We recognize the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of purchase price over the aggregate fair values is recorded as goodwill.
Added
We are committed to taking actions that are expected to improve our earnings, accelerate deleveraging, and increase shareholder returns in this challenging, and any, environment. We also intend to continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain.
Removed
Intangible assets are valued using the relief from royalty, multi-period excess earnings and discounted cash flow methodologies, which are considered Level 3 measurements. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this method include discount rates, royalty rates, growth rates, sales projections and terminal value rates.
Added
Discount rates used are similar to the rates estimated by the weighted average cost of capital ("WACC") considering any differences in company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting units operate.
Removed
Key assumptions used in the multi-period excess earnings method include discount rates, retention rates, growth rates, sales projections, expense projections and contributory asset charges. Key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates.
Added
Discount rates, royalty rates, revenue growth rates, tax rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors.
Removed
All of these methodologies require significant management judgment and, therefore, are susceptible to change. We calculate the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed to allocate the purchase price at the acquisition date. We may use the assistance of third-party valuation consultants.
Added
Royalty rates are established by management using the most recent third party valuations and are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate.
Added
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.
Added
During the three months ended September 30, 2024, the Company completed its annual goodwill impairment test. The results of the test indicated the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets.
Added
Although no impairment of the engineered materials reporting unit was identified during the nine months ended September 30, 2024, the estimated fair value exceeded its carrying value by less than 10% as of September 30, 2024. During the three months ended December 31, 2024, the Company experienced a significant and sustained decrease in the Company's share price.
Added
Further, due to extended weakness in the macroeconomic environment, specifically the auto and industrial end-markets, which deepened general demand softness during the three months ended December 31, 2024, thereby impacting pricing and volume, the Company updated its engineered materials reporting unit forecast model for the 2025 fiscal year which showed additional deterioration in the projected financial results for the 2025 fiscal year compared to the analyses prepared during the three months ended September 30, 2024.
Added
While the long-term projections beyond 2025 include recovery, the lower projections in 2025 do have an impact on the forecast model beyond 2025 by applying forecasted growth rates to a lower anticipated 2025 base revenue. The updated 2025 projections continue to reflect industry wide challenges including demand softness across the majority of end uses resulting in lower pricing.
Added
Based on the sustained decrease in the share price and the downward revisions to projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired. As a result, the Company performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024.
Added
The results of the test determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value primarily due to the downward adjustments 50 Table of Contents in the forecast model, as well as an increase in the discount rate.
Added
As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in the Engineered Materials segment. As of December 31, 2024, the engineered materials reporting unit had goodwill of $5.0 billion.
Added
In connection with the Company's annual indefinite-lived intangible assets impairment test during the three months ended September 30, 2024, the Company recorded a non-cash impairment loss of $34 million to impair the net book value of certain trade names, primarily Zytel ® , included in the Engineered Materials segment.
Added
Additionally, in conjunction with the goodwill impairment test in the three months ended December 31, 2024, the Company performed an interim impairment test of the indefinite-lived intangible assets assigned to the engineered materials reporting unit and determined certain trade names were impaired.
Added
As a result, the Company recorded a non-cash impairment loss of $83 million to impair the net book value of certain trade names, primarily Zytel ® , included in the Engineered Materials segment.

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