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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-Q
| | | | | |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended |
| June 30, 2024 |
| Or |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-32410
CELANESE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
Delaware | 98-0420726 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039-5421
(Address of Principal Executive Offices and zip code)
(972) 443-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, par value $0.0001 per share | CE | The New York Stock Exchange |
1.250% Senior Notes due 2025 | CE /25 | The New York Stock Exchange |
4.777% Senior Notes due 2026 | CE /26A | The New York Stock Exchange |
2.125% Senior Notes due 2027 | CE /27 | The New York Stock Exchange |
0.625% Senior Notes due 2028 | CE /28 | The New York Stock Exchange |
5.337% Senior Notes due 2029 | CE /29A | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of outstanding shares of the registrant's Common Stock, $0.0001 par value, as of July 26, 2024 was 109,264,181.
CELANESE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended June 30, 2024
TABLE OF CONTENTS
Item 1. Financial Statements
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In $ millions, except share and per share data) |
Net sales | 2,651 | | | 2,795 | | | 5,262 | | | 5,648 | |
Cost of sales | (2,010) | | | (2,109) | | | (4,067) | | | (4,331) | |
Gross profit | 641 | | | 686 | | | 1,195 | | | 1,317 | |
Selling, general and administrative expenses | (255) | | | (274) | | | (520) | | | (559) | |
Amortization of intangible assets | (38) | | | (42) | | | (79) | | | (83) | |
Research and development expenses | (33) | | | (40) | | | (67) | | | (82) | |
Other (charges) gains, net | (48) | | | (10) | | | (62) | | | (33) | |
Foreign exchange gain (loss), net | (9) | | | 15 | | | 2 | | | 21 | |
Gain (loss) on disposition of businesses and assets, net | (8) | | | — | | | (9) | | | 5 | |
Operating profit (loss) | 250 | | | 335 | | | 460 | | | 586 | |
Equity in net earnings (loss) of affiliates | 51 | | | 23 | | | 106 | | | 38 | |
Non-operating pension and other postretirement employee benefit (expense) income | 2 | | | (2) | | | 4 | | | (1) | |
Interest expense | (174) | | | (182) | | | (343) | | | (364) | |
| | | | | | | |
Interest income | 10 | | | 7 | | | 23 | | | 15 | |
Dividend income - equity investments | 31 | | | 31 | | | 65 | | | 65 | |
Other income (expense), net | 13 | | | 4 | | | 25 | | | (2) | |
Earnings (loss) from continuing operations before tax | 183 | | | 216 | | | 340 | | | 337 | |
Income tax (provision) benefit | (29) | | | 4 | | | (62) | | | (21) | |
Earnings (loss) from continuing operations | 154 | | | 220 | | | 278 | | | 316 | |
Earnings (loss) from operation of discontinued operations | (1) | | | — | | | (1) | | | (3) | |
| | | | | | | |
Income tax (provision) benefit from discontinued operations | — | | | 1 | | | — | | | 1 | |
Earnings (loss) from discontinued operations | (1) | | | 1 | | | (1) | | | (2) | |
Net earnings (loss) | 153 | | | 221 | | | 277 | | | 314 | |
Net (earnings) loss attributable to noncontrolling interests | 2 | | | (1) | | | (1) | | | (3) | |
Net earnings (loss) attributable to Celanese Corporation | 155 | | | 220 | | | 276 | | | 311 | |
Amounts attributable to Celanese Corporation | | | | | | | |
Earnings (loss) from continuing operations | 156 | | | 219 | | | 277 | | | 313 | |
Earnings (loss) from discontinued operations | (1) | | | 1 | | | (1) | | | (2) | |
Net earnings (loss) | 155 | | | 220 | | | 276 | | | 311 | |
Earnings (loss) per common share - basic | | | | | | | |
Continuing operations | 1.43 | | | 2.01 | | | 2.54 | | | 2.88 | |
Discontinued operations | (0.01) | | | 0.01 | | | (0.01) | | | (0.02) | |
Net earnings (loss) - basic | 1.42 | | | 2.02 | | | 2.53 | | | 2.86 | |
Earnings (loss) per common share - diluted | | | | | | | |
Continuing operations | 1.42 | | | 2.00 | | | 2.53 | | | 2.86 | |
Discontinued operations | (0.01) | | | 0.01 | | | (0.01) | | | (0.01) | |
Net earnings (loss) - diluted | 1.41 | | | 2.01 | | | 2.52 | | | 2.85 | |
Weighted average shares - basic | 109,314,411 | | | 108,886,678 | | | 109,191,736 | | | 108,761,071 | |
Weighted average shares - diluted | 109,547,401 | | | 109,306,331 | | | 109,523,364 | | | 109,281,364 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In $ millions) |
Net earnings (loss) | 153 | | | 221 | | | 277 | | | 314 | |
Other comprehensive income (loss), net of tax | | | | | | | |
| | | | | | | |
Foreign currency translation gain (loss) | (7) | | | (201) | | | (61) | | | (188) | |
Gain (loss) on derivative hedges | 12 | | | — | | | 14 | | | 4 | |
Pension and postretirement benefits | — | | | 1 | | | (1) | | | — | |
Total other comprehensive income (loss), net of tax | 5 | | | (200) | | | (48) | | | (184) | |
Total comprehensive income (loss), net of tax | 158 | | | 21 | | | 229 | | | 130 | |
Comprehensive (income) loss attributable to noncontrolling interests | 2 | | | (1) | | | (1) | | | (3) | |
Comprehensive income (loss) attributable to Celanese Corporation | 160 | | | 20 | | | 228 | | | 127 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions, except share data) |
ASSETS | | | |
Current Assets | | | |
Cash and cash equivalents | 1,185 | | | 1,805 | |
Trade receivables - third party and affiliates | 1,264 | | | 1,243 | |
Non-trade receivables, net | 662 | | | 541 | |
Inventories | 2,464 | | | 2,357 | |
| | | |
| | | |
| | | |
Other assets | 329 | | | 272 | |
Total current assets | 5,904 | | | 6,218 | |
Investments in affiliates | 1,215 | | | 1,220 | |
Property, plant and equipment (net of accumulated depreciation - 2024: $4,359; 2023: $4,080) | 5,382 | | | 5,584 | |
Operating lease right-of-use assets | 381 | | | 422 | |
Deferred income taxes | 1,608 | | | 1,677 | |
Other assets | 579 | | | 524 | |
Goodwill | 6,899 | | | 6,977 | |
Intangible assets, net | 3,844 | | | 3,975 | |
Total assets | 25,812 | | | 26,597 | |
LIABILITIES AND EQUITY | | | |
Current Liabilities | | | |
Short-term borrowings and current installments of long-term debt - third party and affiliates | 1,977 | | | 1,383 | |
Trade payables - third party and affiliates | 1,538 | | | 1,510 | |
| | | |
Other liabilities | 1,106 | | | 1,154 | |
| | | |
Income taxes payable | 5 | | | 25 | |
Total current liabilities | 4,626 | | | 4,072 | |
Long-term debt, net of unamortized deferred financing costs | 11,058 | | | 12,301 | |
Deferred income taxes | 1,039 | | | 999 | |
Uncertain tax positions | 292 | | | 300 | |
Benefit obligations | 435 | | | 457 | |
Operating lease liabilities | 282 | | | 325 | |
Other liabilities | 471 | | | 591 | |
Commitments and Contingencies | | | |
Shareholders' Equity | | | |
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2024 and 2023: 0 issued and outstanding) | — | | | — | |
Common stock, $0.0001 par value, 400,000,000 shares authorized (2024: 170,799,809 issued and 109,262,563 outstanding; 2023: 170,476,740 issued and 108,906,426 outstanding) | — | | | — | |
| | | |
Treasury stock, at cost (2024: 61,537,246 shares; 2023: 61,570,314 shares) | (5,487) | | | (5,488) | |
Additional paid-in capital | 394 | | | 394 | |
Retained earnings | 13,051 | | | 12,929 | |
Accumulated other comprehensive income (loss), net | (792) | | | (744) | |
Total Celanese Corporation shareholders' equity | 7,166 | | | 7,091 | |
Noncontrolling interests | 443 | | | 461 | |
Total equity | 7,609 | | | 7,552 | |
Total liabilities and equity | 25,812 | | | 26,597 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2024 | | 2023 |
| Shares | | Amount | | Shares | | Amount |
| (In $ millions, except share data) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Common Stock | | | | | | | |
Balance as of the beginning of the period | 109,210,286 | | | — | | | 108,786,738 | | | — | |
Stock option exercises | 1,292 | | | — | | | — | | | — | |
| | | | | | | |
Stock awards | 50,985 | | | — | | | 60,697 | | | — | |
Balance as of the end of the period | 109,262,563 | | | — | | | 108,847,435 | | | — | |
Treasury Stock | | | | | | | |
Balance as of the beginning of the period | 61,570,314 | | | (5,488) | | | 61,661,493 | | | (5,491) | |
| | | | | | | |
Issuance of treasury stock under stock plans | (33,068) | | | 1 | | | (50,092) | | | 1 | |
Balance as of the end of the period | 61,537,246 | | | (5,487) | | | 61,611,401 | | | (5,490) | |
Additional Paid-In Capital | | | | | | | |
Balance as of the beginning of the period | | | 383 | | | | | 365 | |
Stock-based compensation, net of tax | | | 11 | | | | | 18 | |
| | | | | | | |
| | | | | | | |
Balance as of the end of the period | | | 394 | | | | | 383 | |
Retained Earnings | | | | | | | |
Balance as of the beginning of the period | | | 12,973 | | | | | 11,289 | |
| | | | | | | |
Net earnings (loss) attributable to Celanese Corporation | | | 155 | | | | | 220 | |
Common stock dividends | | | (77) | | | | | (76) | |
Balance as of the end of the period | | | 13,051 | | | | | 11,433 | |
Accumulated Other Comprehensive Income (Loss), Net | | | | | | | |
Balance as of the beginning of the period | | | (797) | | | | | (502) | |
Other comprehensive income (loss), net of tax | | | 5 | | | | | (200) | |
Balance as of the end of the period | | | (792) | | | | | (702) | |
Total Celanese Corporation shareholders' equity | | | 7,166 | | | | | 5,624 | |
Noncontrolling Interests | | | | | | | |
Balance as of the beginning of the period | | | 460 | | | | | 469 | |
Net earnings (loss) attributable to noncontrolling interests | | | (2) | | | | | 1 | |
| | | | | | | |
Other comprehensive income (loss), net of tax | | | (1) | | | | | — | |
Distributions/dividends to noncontrolling interests | | | (14) | | | | | (6) | |
| | | | | | | |
Balance as of the end of the period | | | 443 | | | | | 464 | |
Total equity | | | 7,609 | | | | | 6,088 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| Shares | | Amount | | Shares | | Amount |
| (In $ millions, except share data) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Common Stock | | | | | | | |
Balance as of the beginning of the period | 108,906,426 | | | — | | | 108,473,932 | | | — | |
Stock option exercises | 9,239 | | | — | | | — | | | — | |
| | | | | | | |
Stock awards | 346,898 | | | — | | | 373,503 | | | — | |
Balance as of the end of the period | 109,262,563 | | | — | | | 108,847,435 | | | — | |
Treasury Stock | | | | | | | |
Balance as of the beginning of the period | 61,570,314 | | | (5,488) | | | 61,661,493 | | | (5,491) | |
| | | | | | | |
Issuance of treasury stock under stock plans | (33,068) | | | 1 | | | (50,092) | | | 1 | |
Balance as of the end of the period | 61,537,246 | | | (5,487) | | | 61,611,401 | | | (5,490) | |
Additional Paid-In Capital | | | | | | | |
Balance as of the beginning of the period | | | 394 | | | | | 372 | |
Stock-based compensation, net of tax | | | (1) | | | | | 11 | |
| | | | | | | |
Stock option exercises, net of tax | | | 1 | | | | | — | |
Balance as of the end of the period | | | 394 | | | | | 383 | |
Retained Earnings | | | | | | | |
Balance as of the beginning of the period | | | 12,929 | | | | | 11,274 | |
| | | | | | | |
Net earnings (loss) attributable to Celanese Corporation | | | 276 | | | | | 311 | |
Common stock dividends | | | (154) | | | | | (152) | |
Balance as of the end of the period | | | 13,051 | | | | | 11,433 | |
Accumulated Other Comprehensive Income (Loss), Net | | | | | | | |
Balance as of the beginning of the period | | | (744) | | | | | (518) | |
Other comprehensive income (loss), net of tax | | | (48) | | | | | (184) | |
Balance as of the end of the period | | | (792) | | | | | (702) | |
Total Celanese Corporation shareholders' equity | | | 7,166 | | | | | 5,624 | |
Noncontrolling Interests | | | | | | | |
Balance as of the beginning of the period | | | 461 | | | | | 468 | |
Net earnings (loss) attributable to noncontrolling interests | | | 1 | | | | | 3 | |
| | | | | | | |
Other comprehensive income (loss), net of tax | | | (1) | | | | | — | |
Distributions/dividends to noncontrolling interests | | | (18) | | | | | (7) | |
Balance as of the end of the period | | | 443 | | | | | 464 | |
Total equity | | | 7,609 | | | | | 6,088 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| (In $ millions) |
Operating Activities | | | |
Net earnings (loss) | 277 | | | 314 | |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities | | | |
Asset impairments | 5 | | | — | |
Depreciation, amortization and accretion | 425 | | | 359 | |
Pension and postretirement net periodic benefit cost | 3 | | | 7 | |
Pension and postretirement contributions | (25) | | | (24) | |
| | | |
| | | |
Deferred income taxes, net | 4 | | | (3) | |
(Gain) loss on disposition of businesses and assets, net | 8 | | | (4) | |
Stock-based compensation | 20 | | | 32 | |
Undistributed earnings in unconsolidated affiliates | (10) | | | (15) | |
Other, net | 4 | | | (4) | |
Operating cash provided by (used in) discontinued operations | (9) | | | (4) | |
Changes in operating assets and liabilities | | | |
Trade receivables - third party and affiliates, net | (37) | | | (10) | |
Inventories | (143) | | | 220 | |
Other assets | (29) | | | 187 | |
Trade payables - third party and affiliates | 99 | | | (211) | |
Other liabilities | (199) | | | (178) | |
Net cash provided by (used in) operating activities | 393 | | | 666 | |
Investing Activities | | | |
Capital expenditures on property, plant and equipment | (242) | | | (309) | |
| | | |
Proceeds from sale of businesses and assets, net | (4) | | | 9 | |
| | | |
Settlement of cross-currency swap agreement | 17 | | | — | |
Other, net | (13) | | | (41) | |
Net cash provided by (used in) investing activities | (242) | | | (341) | |
Financing Activities | | | |
Net change in short-term borrowings with maturities of 3 months or less | 8 | | | (300) | |
Proceeds from short-term borrowings | 160 | | | 349 | |
Repayments of short-term borrowings | (418) | | | (370) | |
Proceeds from long-term debt | 183 | | | — | |
Repayments of long-term debt | (485) | | | (13) | |
| | | |
Stock option exercises | 1 | | | — | |
Common stock dividends | (154) | | | (152) | |
Distributions/dividends to noncontrolling interests | (18) | | | (7) | |
| | | |
| | | |
Other, net | (25) | | | (23) | |
Net cash provided by (used in) financing activities | (748) | | | (516) | |
Exchange rate effects on cash and cash equivalents | (23) | | | (21) | |
Net increase (decrease) in cash and cash equivalents | (620) | | | (212) | |
Cash and cash equivalents as of beginning of period | 1,805 | | | 1,508 | |
Cash and cash equivalents as of end of period | 1,185 | | | 1,296 | |
See the accompanying notes to the unaudited interim consolidated financial statements.
CELANESE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Basis of Presentation
Description of the Company
Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles.
Definitions
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
Basis of Presentation
The unaudited interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.
In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2023, filed on February 23, 2024 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year.
In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as noncontrolling interests.
Estimates and Assumptions
The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.
2. Recent Accounting Pronouncements
The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by Securities and Exchange Commission ("SEC"):
| | | | | | | | | | | | | | | | | | | | |
Standard/Final Rule | | Description | | Effective Date | | Effect on the Financial Statements or Other Significant Matters |
| | | | | | |
In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. | | The final rule will require the disclosure of Scope 1 and Scope 2 greenhouse gas emissions, if material, which will be subject to phased-in assurance requirements, governance of climate-related risks, risk management processes and climate-related targets and goals. Within the notes to financial statements, the final rule requires disclosure of certain climate-related financial statement effects and metrics. | | Phased-in and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The SEC stayed the effectiveness of the final rule in April 2024 pending judicial review. | | The Company is currently evaluating the impact of the adoption on its financial statement disclosures. |
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. | | The new guidance requires an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign and income tax expense (benefit) from continuing operations disaggregated by federal (national), state and foreign. | | Effective for annual periods beginning after December 15, 2024. Early adoption is permitted. | | The Company is currently evaluating the impact of the adoption on its financial statement disclosures. |
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. | | The new guidance requires an entity to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within segment profit or loss, as well as an amount of other segment items by reportable segment and a description of its composition. Additionally, the guidance requires an entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. | | Effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. | | The Company is currently evaluating the impact of the adoption on its financial statement disclosures. |
3. Acquisitions, Dispositions and Plant Closures
Acquisitions
• Nutrinova Joint Venture
In September 2023, the Company formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. The Company contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of its food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. The Company is accounting for its interest in the joint venture as an equity method investment, and its portion of the results continues to be included in the Engineered Materials segment. A gain on the transaction of $515 million was included in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations for the year ended December 31, 2023.
Plant Closures
•Uentrop, Germany
In October 2023, the Company announced the intended closure of its Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at its facility in Uentrop, Germany to optimize production costs across its global network. These operations are included in the Company's Engineered Materials segment. The Company fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the six months ended June 30, 2024.
The exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany were as follows:
| | | | | | | |
| | | Six Months Ended June 30, 2024 |
| | | (In $ millions) |
| | | |
Restructuring(1) | | | 14 | |
Accelerated depreciation expense(2) | | | 34 | |
| | | |
| | | |
| | | |
Total | | | 48 | |
______________________________
(1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations (Note 18). (2)Included in Cost of sales in the unaudited interim consolidated statements of operations.
The Company expects to incur additional exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany of approximately $11 million, inclusive of estimated employee termination costs, through 2027.
•Mechelen, Belgium
On February 29, 2024, the Company announced the intended closure of its facility in Mechelen, Belgium to optimize production costs across its global network. This operation is included in the Company's Engineered Materials segment. The Company plans to cease operations in the fourth quarter of 2024.
The exit and shutdown costs related to the closure of the facility in Mechelen, Belgium were as follows:
| | | | | | | |
| | | Six Months Ended June 30, 2024 |
| | | (In $ millions) |
| | | |
Restructuring(1) | | | 26 | |
Accelerated depreciation expense(2) | | | 20 | |
| | | |
| | | |
Total | | | 46 | |
______________________________
(1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations (Note 18). (2)Included in Cost of sales in the unaudited interim consolidated statements of operations.
The Company expects to incur additional exit and shutdown costs related to the closure of the facility in Mechelen, Belgium of approximately $68 million, inclusive of estimated employee termination costs, through 2028.
4. Inventories
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions) |
Finished goods | 1,732 | | | 1,604 | |
Work-in-process | 140 | | | 160 | |
Raw materials and supplies | 592 | | | 593 | |
Total | 2,464 | | | 2,357 | |
5. Goodwill and Intangible Assets, Net
Goodwill
| | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | Acetyl Chain | | Total | |
| (In $ millions) | |
As of December 31, 2023 | 6,602 | | | | | 375 | | | 6,977 | | |
| | | | | | | | |
| | | | | | | | |
Exchange rate changes | (71) | | | | | (7) | | | (78) | | |
As of June 30, 2024(1) | 6,531 | | | | | 368 | | | 6,899 | | |
______________________________
(1)There were no accumulated impairment losses as of June 30, 2024.
Intangible Assets, Net
Finite-lived intangible assets are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Licenses | | Customer- Related Intangible Assets | | Developed Technology | | Covenants Not to Compete and Other | | Total | |
| (In $ millions) | |
Gross Asset Value | | | | | | | | | | |
As of December 31, 2023 | 41 | | | 2,437 | | | 601 | | | 55 | | | 3,134 | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Exchange rate changes | (1) | | | (43) | | | (3) | | | — | | | (47) | | |
As of June 30, 2024 | 40 | | | 2,394 | | | 598 | | | 55 | | | 3,087 | | |
Accumulated Amortization | | | | | | | | | | |
As of December 31, 2023 | (38) | | | (639) | | | (95) | | | (42) | | | (814) | | |
Amortization | — | | | (58) | | | (21) | | | — | | | (79) | | |
| | | | | | | | | | |
Exchange rate changes | — | | | 13 | | | 3 | | | 1 | | | 17 | | |
As of June 30, 2024 | (38) | | | (684) | | | (113) | | | (41) | | | (876) | | |
Net book value | 2 | | | 1,710 | | | 485 | | | 14 | | | 2,211 | | |
Indefinite-lived intangible assets are as follows: | | | | | | |
| Trademarks and Trade Names | |
| (In $ millions) | |
As of December 31, 2023 | 1,655 | | |
| | |
| | |
Exchange rate changes | (22) | | |
As of June 30, 2024 | 1,633 | | |
| | |
| | |
| | |
| | |
| | |
| | |
During the six months ended June 30, 2024, the Company did not renew or extend any intangible assets.
Estimated amortization expense for the succeeding five fiscal years is as follows:
| | | | | |
| (In $ millions) |
2025 | 161 | |
2026 | 160 | |
2027 | 160 | |
2028 | 160 | |
2029 | 155 | |
6. Current Other Liabilities
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions) |
| | | |
| 25 | | | 25 | |
Customer rebates | 55 | | | 96 | |
| 85 | | | 90 | |
| | | |
| | | |
| 244 | | | 246 | |
| 10 | | | 34 | |
Operating leases | 86 | | | 89 | |
| 52 | | | 18 | |
Salaries and benefits | 146 | | | 175 | |
Sales and use tax/foreign withholding tax payable | 152 | | | 128 | |
Investment in affiliates | 96 | | | 96 | |
Other | 155 | | | 157 | |
Total | 1,106 | | | 1,154 | |
7. Debt
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions) |
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates | | | |
Current installments of long-term debt | 1,876 | | | 1,025 | |
Short-term borrowings, including amounts due to affiliates(1) | 46 | | | 146 | |
Revolving credit facilities(2) | 55 | | | 212 | |
| | | |
Total | 1,977 | | | 1,383 | |
______________________________
(1)The weighted average interest rate was 2.2% and 2.9% as of June 30, 2024 and December 31, 2023, respectively.
(2)The weighted average interest rate was 3.1% and 3.4% as of June 30, 2024 and December 31, 2023, respectively.
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions) |
Long-Term Debt | | | |
| | | |
Senior unsecured notes due 2024, interest rate of 3.500% | — | | | 473 | |
Senior unsecured notes due 2024, interest rate of 5.900% | 527 | | | 527 | |
Senior unsecured notes due 2025, interest rate of 1.250% | 321 | | | 331 | |
Senior unsecured notes due 2025, interest rate of 6.050% | 1,000 | | | 1,000 | |
| | | |
Senior unsecured notes due 2026, interest rate of 1.400% | 400 | | | 400 | |
Senior unsecured notes due 2026, interest rate of 4.777% | 1,070 | | | 1,105 | |
Senior unsecured notes due 2027, interest rate of 2.125% | 534 | | | 551 | |
Senior unsecured notes due 2027, interest rate of 6.165% | 2,000 | | | 2,000 | |
Senior unsecured term loan due 2027(1) | 880 | | | 880 | |
Senior unsecured notes due 2028, interest rate of 0.625% | 535 | | | 552 | |
Senior unsecured notes due 2028, interest rate of 6.350% | 1,000 | | | 1,000 | |
Senior unsecured notes due 2029, interest rate of 5.337% | 535 | | | 552 | |
Senior unsecured notes due 2029, interest rate of 6.330% | 750 | | | 750 | |
Senior unsecured notes due 2030, interest rate of 6.550% | 999 | | | 999 | |
Senior unsecured notes due 2032, interest rate of 6.379% | 1,000 | | | 1,000 | |
Senior unsecured notes due 2033, interest rate of 6.700% | 1,000 | | | 1,000 | |
Pollution control and industrial revenue bonds due at various dates through 2030(2) | 126 | | | 127 | |
Bank loans due at various dates through 2030(3) | 188 | | | 5 | |
| | | |
| | | |
Obligations under finance leases due at various dates through 2054 | 133 | | | 148 | |
Subtotal | 12,998 | | | 13,400 | |
Unamortized deferred financing costs(4) | (64) | | | (74) | |
Current installments of long-term debt | (1,876) | | | (1,025) | |
Total | 11,058 | | | 12,301 | |
______________________________
(1)The interest rate was 6.928% and 6.943% as of June 30, 2024 and December 31, 2023, respectively.
(2)Interest rates range from 4.05% to 5.00%.
(3)The weighted average interest rate was 2.8% and 2.6% as of June 30, 2024 and December 31, 2023, respectively.
(4)Related to the Company's long-term debt, excluding obligations under finance leases.
Senior Credit Facilities
In March 2022, Celanese, Celanese U.S. and certain subsidiaries 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 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"). The 364-day Term Loans have been fully repaid.
Also in March 2022, Celanese, Celanese U.S. and certain subsidiaries 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 (the "U.S. Revolving Credit Facility"). The margin for borrowings under the U.S. Revolving Credit Facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings.
In August 2023, the Company amended certain covenants in the March 2022 U.S. Term Loan Credit Agreement to permit refinancing of certain senior notes without requiring a mandatory prepayment under the March 2022 U.S. Term Loan Credit Agreement.
On February 16, 2024 and February 21, 2023, the Company amended certain covenants in 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 the Company's U.S. assets and business operations (the "Subsidiary Guarantors"). The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report. 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 "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 "CSIT January 2023 Facility", and together with any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million. The China Revolving Credit Agreement is guaranteed by Celanese U.S.
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. The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was supported by a letter of comfort from the Company. The China Working Capital Term Loan Agreement was fully repaid during the three months ended March 31, 2024.
In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("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.
On June 28, 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 28, 2027 and bearing interest at 2.75% (the "CNC Three Year Working Capital Loan Agreement," together with the China 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, the "Global Credit Agreements"). The CNC Three Year Working Capital Loan Agreement was not drawn during the three months ended June 30, 2024. The Company expects that the China Credit Agreements will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.
The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows: | | | | | | |
| As of June 30, 2024 | |
| (In $ millions) | |
U.S. Revolving Credit Facility | | |
Borrowings outstanding | — | | |
| | |
Available for borrowing | 1,750 | | |
China Revolving Credit Facilities | | |
Borrowings outstanding | 55 | | |
Available for borrowing | 62 | | |
Subsequent to June 30, 2024, the Company drew $400 million from its U.S. Revolving Credit Facility. This borrowing and cash on hand were used primarily to repay in full the Company's senior unsecured notes, with an interest rate of 5.900%, due on July 5, 2024.
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.
In August 2023, Celanese U.S. completed a public offering registered under the Securities Act of senior unsecured notes 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% | |
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, including the payment in full of the 364-day Term Loans and certain 3-year term loans pursuant to a term loan credit agreement entered into in September 2022.
Accounts Receivable Purchasing Facility
In June 2023, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2025. Under the Amended Receivables Purchase Agreement, transfers of U.S. accounts receivable from the SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the U.S. accounts receivable to the SPE. The Company and related subsidiaries have no continuing involvement in the transferred U.S. accounts receivable, other than collection and administrative responsibilities and, once sold, the U.S. accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $728 million and $1.4 billion of accounts receivable under this agreement for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $710 million and $1.3 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $136 million were pledged by the SPE as collateral to the Purchasers as of June 30, 2024.
Factoring and Discounting Agreements
The Company has factoring agreements in Europe and Singapore with financial institutions to sell 100% and 90% of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell 100% of certain accounts receivable on a limited recourse basis. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables,
other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $347 million and $423 million of accounts receivable under these factoring agreements for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $264 million and $407 million of accounts receivable sold under these factoring agreements during the same periods.
The Company has 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. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $64 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of June 30, 2024 and December 31, 2023, respectively.
Covenants
The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit Agreements, as amended). 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.
The Company is in compliance with the covenants in its material financing arrangements as of June 30, 2024.
8. Benefit Obligations
The components of net periodic benefit cost are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Pension Benefits | | Post-retirement Benefits | | Pension Benefits | | Post-retirement Benefits | | Pension Benefits | | Post-retirement Benefits | | Pension Benefits | | Post-retirement Benefits |
| (In $ millions) |
Service cost | 4 | | | — | | | 2 | | | — | | | 7 | | | — | | | 6 | | | — | |
Interest cost | 32 | | | — | | | 34 | | | 1 | | | 63 | | | 1 | | | 66 | | | 1 | |
Expected return on plan assets | (34) | | | — | | | (33) | | | — | | | (68) | | | — | | | (66) | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total | 2 | | | — | | | 3 | | | 1 | | | 2 | | | 1 | | | 6 | | | 1 | |
Benefit obligation funding is as follows:
| | | | | | | | | | | | |
| As of June 30, 2024 | | Total Expected 2024 | |
| (In $ millions) | |
Cash contributions to defined benefit pension plans | 13 | | | 29 | | |
Benefit payments to nonqualified pension plans | 10 | | | 19 | | |
Benefit payments to other postretirement benefit plans | 2 | | | 3 | | |
| | | | |
The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
Pension and postretirement benefit plan balances recognized in the unaudited consolidated balance sheets consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| Pension Benefits | | Post-retirement Benefits | | Pension Benefits | | Post-retirement Benefits |
| (In $ millions) |
Noncurrent Other assets | 170 | | | — | | | 166 | | | — | |
Current Other liabilities | (22) | | | (3) | | | (22) | | | (3) | |
Benefit obligations | (394) | | | (36) | | | (415) | | | (37) | |
Net amount recognized | (246) | | | (39) | | | (271) | | | (40) | |
9. Environmental
The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.
The components of environmental remediation liabilities, contained in Current and Noncurrent Other Liabilities, are as follows:
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (In $ millions) |
| 12 | | | 14 | |
| 12 | | | 13 | |
Active sites | 24 | | | 25 | |
U.S. Superfund sites | 6 | | | 8 | |
Other environmental remediation liabilities | 2 | | | 2 | |
Total | 56 | | | 62 | |
Remediation
Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 14). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period. U.S. Superfund Sites
In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is
uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.
As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.
One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Study Area. The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the LPRSA and the Newark Bay Study Area.
In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million.
The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several damages, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273 (MCA) (LDW) (U.S. District Court New Jersey) (the "2018 OCC Lawsuit"), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 2018 OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs.
Separately, the United States lodged a Consent Decree in U.S. District Court for the District of New Jersey in December 2022 that will resolve the Company's liability (and that of more than 80 other settling defendants) to the EPA for costs to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site in exchange for a collective payment of $150 million, United States v. Alden Leeds, Inc., No. 2:22-7326 (MCA) (LDW) (U.S. District Court New Jersey) ("Consent Decree Action"). The Consent Decree also will provide the Company protection from contribution claims by others for costs incurred to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site. The Company's proposed payment toward the $150 million collective settlement payment is not material to the Company's results of operations, cash flows or financial position. The Consent Decree is still subject to public comment and court approval.
In March 2023, the U.S. District Court for the District of New Jersey entered an order staying and administratively terminating the 2018 OCC Lawsuit, pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. Also in March 2023, OCC filed a new lawsuit against 40 parties, including a subsidiary of the Company, seeking to recover costs for remedial design work the EPA has ordered OCC to undertake for a portion of the LPRSA at an estimated cost of $71 million, Occidental Chemical Corporation v. Givaudan Fragrances Corporation, No. 2:23-cv-1699 (U.S. District Court New Jersey) (the "2023 OCC Lawsuit"). Like the earlier lawsuit, the 2023 OCC Lawsuit concerns the facility Essex County, New Jersey purchased and for which Essex County, New Jersey has agreed to defend and indemnify the Company. This new lawsuit does not change the Company's estimated liability for LPRSA cleanup costs.
The Company will continue to vigorously defend these matters and continues to believe that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, previously estimated at less than 1%, will not be material.
Other Environmental Matters
In April 2022, a methanol leak on a pipeline to the Company's Bishop, Texas facility was discovered. The release has been contained, the leak has been repaired and the pipeline has resumed operation. The Company promptly disclosed the incident to state and federal authorities, including the Texas Commission on Environmental Quality and the EPA, and remediation activities are now completed. While the Company has not received a notice of violation nor been assessed any fines or penalties to date, the Company recorded a reserve in Other current liabilities based on anticipated clean-up costs and possible penalties to state or federal authorities. The Company does not believe that resolution of this matter will have a material impact on its financial condition or results of operations.
10. Shareholders' Equity
Common Stock
The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay cash dividends is not currently restricted by the Global Credit Agreements and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant.
The Company declared a quarterly cash dividend of $0.70 per share on its Common Stock on July 17, 2024, amounting to $76 million. The cash dividend will be paid on August 12, 2024 to holders of record as of July 30, 2024.
Treasury Stock
The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
| | | | | | | | | |
| | | Total From February 2008 Through June 30, 2024 |
| | | | |
Shares repurchased | | | | | 69,324,429 | |
Average purchase price per share | | | | | $ | 83.71 | |
Shares repurchased (in $ millions) | | | | | 5,803 | |
Aggregate Board of Directors repurchase authorizations during the period (in $ millions) | | | | | 6,866 | |
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity.
The Company did not repurchase any Common Stock during the six months ended June 30, 2024 or 2023.
Other Comprehensive Income (Loss), Net
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2024 | | 2023 |
| Gross Amount | | Income Tax (Provision) Benefit | | Net Amount | | Gross Amount | | Income Tax (Provision) Benefit | | Net Amount |
| (In $ millions) |
| | | | | | | | | | | |
Foreign currency translation gain (loss) | 3 | | | (10) | | | (7) | | | (214) | | | 13 | | | (201) | |
Gain (loss) on derivative hedges | 14 | | | (2) | | | 12 | | | (1) | | | 1 | | | — | |
Pension and postretirement benefits gain (loss) | — | | | — | | | — | | | — | | | 1 | | | 1 | |
Total | 17 | | | (12) | | | 5 | | | (215) | | | 15 | | | (200) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| Gross Amount | | Income Tax (Provision) Benefit | | Net Amount | | Gross Amount | | Income Tax (Provision) Benefit | | Net Amount |
| (In $ millions) |
| | | | | | | | | | | |
Foreign currency translation gain (loss) | (24) | | | (37) | | | (61) | | | (218) | | | 30 | | | (188) | |
Gain (loss) on derivative hedges | 16 | | | (2) | | | 14 | | | 3 | | | 1 | | | 4 | |
Pension and postretirement benefits gain (loss) | (1) | | | — | | | (1) | | | (1) | | | 1 | | | — | |
Total | (9) | | | (39) | | | (48) | | | (216) | | | 32 | | | (184) | |
Adjustments to Accumulated other comprehensive income (loss), net, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Foreign Currency Translation Gain (Loss) | | Gain (Loss) on Derivative Hedges | | Pension and Postretirement Benefits Gain (Loss) | | Accumulated Other Comprehensive Income (Loss), Net |
| | | (In $ millions) |
As of December 31, 2023 | | | (701) | | | (28) | | | (15) | | | (744) | |
Other comprehensive income (loss) before reclassifications | | | (24) | | | 121 | | | (1) | | | 96 | |
Amounts reclassified from accumulated other comprehensive income (loss) | | | — | | | (105) | | | — | | | (105) | |
Income tax (provision) benefit | | | (37) | | | (2) | | | — | | | (39) | |
As of June 30, 2024 | | | (762) | | | (14) | | | (16) | | | (792) | |
11. Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In percentages) |
Effective income tax rate | 16 | | | (2) | | | 18 | | | 6 | |
The effective income tax rate for the three months ended June 30, 2024, was higher compared to the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions for the three months ended June 30, 2024, prior year non-recurring decreases in valuation allowances on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period for the three months ended June 30, 2023, and increased earnings in high-taxed jurisdictions related to improved economic conditions.
The effective income tax rate for the six months ended June 30, 2024 was higher compared to the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions and increased earnings in high-taxed jurisdictions related to improved economic conditions.
In December 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted and was effective January 1, 2018. The U.S. Treasury has issued various notices and final and proposed regulatory packages supplementing the TCJA provisions since 2018. There have been no material proposed or final regulatory packages during the three months ended June 30, 2024.
In August 2022, the Inflation Reduction Act (the "IRA") was enacted and included a 1% excise tax on share repurchases in excess of $1 million, and a corporate minimum tax of 15% on adjusted book earnings. The corporate minimum tax paid is creditable in future years to the extent regular tax liability exceeds the minimum tax in any given year. The U.S. Treasury issued two sets of proposed regulations related to Section 4501, Excise Tax on Share Repurchase, on April 12, 2024. The Company does not expect these provisions or proposed regulations will have a material impact to future income tax expense. The IRA also provided various beneficial credits for energy efficiency related to manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which the Company is evaluating in regard to planned projects.
The Company will continue to monitor the expected impacts of any new guidance on the Company's filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective.
Due to the TCJA and uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on a substantial portion of its foreign tax credit carryforwards. The Company is currently evaluating tax planning strategies to enable the use of the Company's foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed.
In December 2021, the Organization for Economic Co-operation and Development ("OECD") issued final Model Rules for Pillars One and Two of its Base Erosion and Profit Shifting ("BEPS") project. In general, Pillar One addresses nexus concerns and the allocation of profits among companies in which a multinational enterprise ("MNE") conducts its business. Pillar Two aims to ensure that all MNEs pay an effective tax rate of no less than 15% on their adjusted net income in each of the jurisdictions in which they have operations. Pillar Two is more impactful to the Company as it allows for assessment even if the individual countries do not enact its minimum tax provisions. In effect, Pillar Two allows any country within which an MNE operates to levy tax upon that MNE to the extent it determines that the MNE is paying less than a 15% effective tax rate on its adjusted net income. The taxes levied may then be allocated among the jurisdictions