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Celanese Corp

For the period ended Dec 31, 2024. Filed Feb 21, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 21, 2025

CE$48.93+0.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

8. Property, Plant and Equipment, Net

  1. Property, Plant and Equipment, Net
As of December 31,
20242023
(In $ millions)
Land240260
Land improvements9185
Buildings and building improvements1,0591,082
Machinery and equipment7,7457,157
Construction in progress7001,080
Gross asset value9,8359,664
Accumulated depreciation(4,562)(4,080)
Net book value5,2735,584

Assets under finance leases, net, included in the amounts above were $119 million and $154 million as of December 31, 2024 and 2023, respectively.

Capitalized interest costs and depreciation expense are as follows:

Year Ended December 31,
202420232022
(In $ millions)
Capitalized interest303718
Depreciation expense640540399

During 2024, 2023 and 2022, certain long-lived assets were impaired (Note 24).

  1. Goodwill and Intangible Assets, Net

Goodwill

EngineeredMaterialsAcetylChainTotal
(In $ millions)
As of December 31, 20226,7753677,142
Acquisitions (Note 4)(107)—(107)
Dispositions (Note 4)(80)—(80)
Exchange rate changes14822
As of December 31, 2023(1)6,6023756,977
Impairment losses(1,517)—(1,517)
Exchange rate changes(60)(13)(73)
As of December 31, 2024(1)5,0253625,387

(1)Includes accumulated impairment losses of $1.5 billion in the Engineered Materials segment as of December 31, 2024. There wereno accumulated impairment losses as of December 31, 2023.

The Company assesses the recoverability of the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its 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.

During the three months ended September 30, 2024, the Company completed qualitative evaluations on its reporting units, with the exception of the engineered materials reporting unit, and concluded that it was more likely than not that the fair value of these reporting units exceeded their carrying value. The engineered materials reporting unit was tested quantitatively as the

Company experienced decreased demand, identified near-term negative trends in the automotive and industrial end-markets and experienced other challenging current macroeconomic conditions during the three months ended September 30, 2024.

Based on the quantitative test, the estimated fair value of the engineered materials reporting unit exceeded the carrying amount of its underlying assets. Therefore, the Company didnot record an impairment loss to goodwill during the nine months ended September 30, 2024. Althoughno 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. 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. 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. Based on the sustained decrease in the share price and updated projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired and, accordingly, performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024. 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 in the forecast model, as well as an increase in the discount rate. As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in Other charges (gains), net (Note 24) within the Engineered Materials segment.

The quantitative evaluations of the engineered materials reporting unit were performed using an equal weighting of the income approach based on the discounted estimated future cash flows of the reporting unit and market approach using the guideline public company method. The key assumptions used in the discounted cash flow valuation model include the discount rate, revenue growth rate, tax rate, cash flow projections and terminal value rate. The discount rates were based on market participant data, including the Company's weighted average cost of capital adjusted for risks specific to the reporting unit. The revenue growth rates and cash flow projections were based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting unit operates. The tax rates considered the operating structure of the reporting unit and tax rates in jurisdictions in which the reporting unit operates. A terminal value rate was applied to the final year of the projected periods to reflect continued stable, perpetual growth. Under the market approach, the Company utilized earnings multiples for public companies similar to the engineered materials reporting unit adjusted for a control premium.

While the Company believes the assumptions used in the impairment tests were reasonable, changes in market conditions or key assumptions made in future quantitative tests, including discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates, could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of additional impairment charges. Such charges could be material to the statements of operations and balance sheets in the period(s) recorded.

No events or changes in circumstances occurred during the three months ended December 31, 2024 that indicated the fair values of the Company's remaining reporting units were reduced below their carrying amounts. Accordingly, no additional impairment analysis was performed during that period.

Intangible Assets, Net

Finite-lived intangible assets are as follows:

LicensesCustomer-RelatedIntangibleAssetsDevelopedTechnologyCovenantsNot toCompeteand OtherTotal
(In $ millions)
Gross Asset Value
As of December 31, 2022422,455601553,153
Disposition (Note 4)—(60)(1)—(61)
Exchange rate changes(1)421—42
As of December 31, 2023412,437601553,134
Exchange rate changes(1)(31)(14)—(46)
As of December 31, 2024402,406587553,088
Accumulated Amortization
As of December 31, 2022(39)(567)(50)(40)(696)
Amortization—(120)(43)(1)(164)
Disposition (Note 4)—591—60
Exchange rate changes1(11)(3)(1)(14)
As of December 31, 2023(38)(639)(95)(42)(814)
Amortization—(116)(42)(1)(159)
Exchange rate changes1273—31
As of December 31, 2024(37)(728)(134)(43)(942)
Net book value31,678453122,146

Indefinite-lived intangible assets are as follows:

Trademarksand Trade Names
(In $ millions)
As of December 31, 20221,648
Dispositions (Note 4)(14)
Exchange rate changes21
As of December 31, 20231,655
Impairment losses(117)
Exchange rate changes(43)
As of December 31, 20241,495

The Company assesses the recoverability of the carrying amount of its indefinite-lived intangible assets either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

During the three months ended September 30, 2024, the Company completed qualitative evaluations on its indefinite-lived intangible assets, with the exception of those assigned to the engineered materials reporting unit, and concluded that it was more likely than not that the fair value of these indefinite-lived intangible assets exceeded their carrying value. Indefinite-lived intangible assets assigned to the engineered materials reporting unit were tested quantitatively.

In connection with the Company's annual indefinite-lived intangible assets impairment test, the Company recorded a non-cash impairment loss of $34 million during the three months ended September 30, 2024, in Other charges (gains), net (Note 24) to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.

Additionally, in conjunction with the goodwill impairment test in the three months ended December 31, 2024, the Company performed an interim impairment test on the indefinite-lived intangible assets assigned to the engineered materials reporting unit. The Company recorded a non-cash impairment loss of $83 million in Other charges (gains), net (Note 24) to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.

Indefinite-lived intangible assets assigned to the engineered materials reporting unit were tested quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. The key assumptions used in this model include discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates. The discount rates were based on the Company's weighted average return on assets adjusted for risks specific to the indefinite-lived intangible assets. Royalty rates are established by management using the most recent third party valuations and are periodically substantiated by third-party valuation consultants. The revenue growth rates and sales projections were 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. The tax rates considered the operating structure of the Company and tax rates in jurisdictions in which the indefinite-lived intangible assets operate. A terminal value rate was applied to the final year of the projected period to reflect continued stable, perpetual growth.

While the Company believes the assumptions used in the impairment tests were reasonable, changes in market conditions or key assumptions made in future quantitative tests, including discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates, could negatively impact the results of future impairment testing and could result in the recognition of additional impairment losses. Such charges could be material to the statements of operations and balance sheets in the period(s) recorded.

No events or changes in circumstances occurred during the three months ended December 31, 2024 that indicated the carrying amount of the Company's remaining indefinite-lived intangible assets may not be fully recoverable. Accordingly, no additional impairment analysis was performed during that period.

During the year ended December 31, 2024, the Company didnot renew or extend any intangible assets.

Estimated amortization expense for the succeeding five fiscal years is as follows:

(In $ millions)
2025162
2026162
2027162
2028162
2029157
  1. Current Other Liabilities
As of December 31,
20242023
(In $ millions)
Benefit obligations (Note 12)2525
Customer rebates9296
Derivatives (Note 17)9390
Interest (Note 11)222246
Legal (Note 19)1034
Operating leases (Note 16)7989
Restructuring (Note 24)6318
Salaries and benefits166175
Sales and use tax/foreign withholding tax payable150128
Investment in affiliates (Note 7)9896
Other122157
Total1,1201,154
  1. Debt
As of December 31,
20242023
(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt1,3931,025
Short-term borrowings, including amounts due to affiliates(1)53146
Revolving credit facilities(2)55212
Total1,5011,383

(1)The weighted average interest rate was 2.1% and 2.9% as of December 31, 2024 and 2023, respectively.

(2)The weighted average interest rate was 3.1% and 3.4% as of December 31, 2024 and 2023, respectively.

As of December 31,
20242023
(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
Senior unsecured notes due 2025, interest rate of 1.250%311331
Senior unsecured notes due 2025, interest rate of 6.050%1,0001,000
Senior unsecured notes due 2026, interest rate of 1.400%400400
Senior unsecured notes due 2026, interest rate of 4.777%1,0401,105
Senior unsecured notes due 2027, interest rate of 2.125%518551
Senior unsecured notes due 2027, interest rate of 6.165%2,0002,000
Senior unsecured term loan due 2027(1)880880
Senior unsecured notes due 2028, interest rate of 0.625%519552
Senior unsecured notes due 2028, interest rate of 6.350%(2)1,0001,000
Senior unsecured notes due 2029, interest rate of 5.337%519552
Senior unsecured notes due 2029, interest rate of 6.330%750750
Senior unsecured notes due 2030, interest rate of 6.550%(2)999999
Senior unsecured notes due 2032, interest rate of 6.379%1,0001,000
Senior unsecured notes due 2033, interest rate of 6.700%(2)1,0001,000
Pollution control and industrial revenue bonds due at various dates through 2030(3)126127
Bank loans due at various dates through 2030(4)3205
Obligations under finance leases due at various dates through 2054145148
Subtotal12,52713,400
Unamortized deferred financing costs(5)(56)(74)
Current installments of long-term debt(1,393)(1,025)
Total11,07812,301

(1)The interest rate was 6.047% and 6.943% as of December 31, 2024 and 2023, respectively.

(2)On November 14, 2024, S&P Global Ratings downgraded the Company's credit rating to BB+, which had the effect of increasing the interest rates by 25 basis points on the senior unsecured notes due 2028, senior unsecured notes due 2030 and senior unsecured notes due 2033 to 6.600%,6.800% and 6.950%, respectively, effective November 15, 2024.

(3)Interest rates range from 4.1% to 5.0%.

(4)The weighted average interest rate was 2.8% and 2.6% as of December 31, 2024 and 2023, respectively.

(5)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 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans").

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.

On February 21, 2023, August 9, 2023, February 16, 2024, November 1, 2024 and February 17, 2025, the Company 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 the Company's U.S. assets and business operations (the "Subsidiary Guarantors"). The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual 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 "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY 1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility"). Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY 750 million, and on December 19, 2024, the CSIT January 2023 Facility was reduced to CNY 550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.

Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY 800 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 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 CNY 800 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 CNY 800 million, payable in installments until June 28, 2027 and bearing interest at 2.75% (the "CNC Three Year Working Capital Loan Agreement"). The CNC Three Year Working Capital Loan Agreement was partially drawn during the year ended December 31, 2024.

On November 1, 2024, Celanese U.S. entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement will accrue interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on the Company's senior unsecured debt rating, subject to further changes based on such ratings. The commitments under the November 2024 U.S. Term Loan Credit Agreement will terminate by March 15, 2025. The loan under the November 2024 U.S. Term Loan Credit Agreement was not drawn during the year ended December 31, 2024.

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, the "Global Credit Agreements") for a CNY 1.0 billion uncommitted senior unsecured revolving credit facility (the "CNC December 2024 Facility", and together with the CSIT January 2023 Facility and any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain floating rates. 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 December 31, 2024
(In $ millions)
Revolving Credit Facility
Borrowings outstanding—
Available for borrowing1,750
China Revolving Credit Facilities
Borrowings outstanding55
Available for borrowing171

On February 6, 2025, the Company drew $300 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 due 2025, with an interest rate of 1.250%, due on February 11, 2025, and for general corporate purposes.

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 of senior unsecured notes registered under the Securities Act as follows (collectively, the "2023 Offering"):

Maturity DateAggregate PrincipalAmount IssuedDiscount to ParInterest Rate
(In $ millions)
November 15, 20281,00099.986%6.350%
November 15, 203099999.950%6.550%
November 15, 20331,00099.992%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 DateAggregate Principal Amount TenderedPurchase price per $1,000 principal amountTotal Tender Offer ConsiderationAccrued and Unpaid Interest
(In $ millions) · (In $ millions)
July 5, 20241,473$999.921,47312
March 15, 2025750$1,002.8575220
May 8, 202427$983.9527—

The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness.

Principal payments scheduled to be made on the Company's debt, including short-term borrowings, are as follows:

(In $ millions)
20251,501
20261,571
20273,599
20281,537
20291,287
Thereafter3,140
Total12,635

On February 12, 2025, Moody's Ratings downgraded the Company's credit ratings to Ba1 which, along with the credit downgrade by S&P Global Ratings on November 14, 2024, will have the impact of increasing interest rates for certain Senior Notes by up to 50 basis points and the U.S. Credit Agreements by 25 basis points starting in the years ended December 31, 2025 and 2026, as applicable.

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 consolidated balance sheet. The Company 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. 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

The Company has factoring agreements in Europe, Japan and Singapore with financial institutions to sell 100%,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 $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.

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 $100 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of December 31, 2024 and 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 existing U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the existing 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 December 31, 2024.

  1. Benefit Obligations

Pension Obligations

The Company sponsors defined benefit pension plans in North America, Europe and Asia. Independent trusts or insurance companies administer the majority of these plans. Pension obligations are established for benefits payable in the form of retirement, disability and surviving dependent pensions. The commitments result from participation in defined contribution and defined benefit plans, primarily in the U.S. Benefits are dependent on years of service and the employee's compensation. Supplemental retirement benefits provided to certain employees are nonqualified for U.S. tax purposes. Separate nonqualified trusts have been established for certain U.S. nonqualified plan obligations. Pension costs under the Company's retirement plans are actuarially determined.

Other Postretirement Obligations

Certain retired employees receive postretirement health care and life insurance benefits under plans sponsored by the Company, which has the right to modify or terminate these plans at any time. The cost for coverage is shared between the Company and the retiree. The cost of providing retiree health care and life insurance benefits is actuarially determined and accrued over the service period of the active employee group. The Company's policy is to fund benefits as claims and premiums are paid. The U.S. postretirement health care plan was closed to new participants effective January 1, 2006.

Defined Contribution Plans

The Company sponsors various defined contribution plans in North America, Europe and Asia covering certain employees. Employees may contribute to these plans and the Company will match these contributions in varying amounts. The Company's matching contribution to the defined contribution plans are based on specified percentages of employee contributions.

The amount of costs recognized for the Company's defined contribution plans are as follows:

Year Ended December 31,
202420232022
(In $ millions)
Defined contribution plans798362

Summarized information on the Company's pension and postretirement benefit plans is as follows:

Pension BenefitsAs of December 31,Postretirement BenefitsAs of December 31,
2024202320242023
(In $ millions)
Change in Projected Benefit Obligation
Projected benefit obligation as of beginning of period2,9232,8584038
Service cost13111—
Interest cost12513212
Net actuarial (gain) loss(1)(31)144(1)2
Divestiture(2)—(4)——
Settlements(9)(16)——
Benefits paid(227)(226)(4)(3)
Curtailments(7)—(2)—
Special termination benefits1———
Exchange rate changes(50)24(1)1
Projected benefit obligation as of end of period2,7382,9233440
Change in Plan Assets
Fair value of plan assets as of beginning of period2,6522,625——
Actual return on plan assets66213——
Employer contributions504643
Divestiture(2)—(2)——
Settlements(9)(16)——
Benefits paid(3)(227)(226)(4)(3)
Exchange rate changes(39)12——
Fair value of plan assets as of end of period2,4932,652——
Funded status as of end of period(245)(271)(34)(40)
Amounts Recognized in the Consolidated Balance Sheets Consist of:
Noncurrent Other assets135166——
Current Other liabilities(22)(22)(3)(3)
Benefit obligations(358)(415)(31)(37)
Net amount recognized(245)(271)(34)(40)
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
Net actuarial (gain) loss(4)2824——
Prior service (benefit) cost——(1)(1)
Net amount recognized2824(1)(1)

(1)Primarily relates to changes in discount rates.

(2)Represents plan obligations and assets contributed to the Nutrinova joint venture (Note 4).

(3)Includes benefit payments to nonqualified pension plans of $19 million and $20 million as of December 31, 2024 and 2023, respectively.

(4)Relates to the pension plans of the Company's equity method investments.

The percentage of U.S. and international projected benefit obligation at the end of the period is as follows:

Pension BenefitsAs of December 31,Postretirement BenefitsAs of December 31,
2024202320242023
(In percentages)
U.S. plans71713837
International plans29296263
Total100100100100

The percentage of U.S. and international fair value of plan assets at the end of the period is as follows:

Pension BenefitsAs of December 31,
20242023
(In percentages)
U.S. plans7475
International plans2625
Total100100

Pension plans with projected benefit obligations in excess of plan assets are as follows:

As of December 31,
20242023
(In $ millions)
Projected benefit obligation711788
Fair value of plan assets332352

Pension plans with accumulated benefit obligations in excess of plan assets are as follows:

As of December 31,
20242023
(In $ millions)
Accumulated benefit obligation691738
Fair value of plan assets332329

Other postretirement plans with accumulated postretirement benefit obligations in excess of plan assets are as follows:

As of December 31,
20242023
(In $ millions)
Accumulated postretirement benefit obligation3440

The accumulated benefit obligation for all defined benefit pension plans is as follows:

As of December 31,
20242023
(In $ millions)
Accumulated benefit obligation2,7062,882

The components of net periodic benefit cost are as follows:

Pension BenefitsYear Ended December 31,Postretirement BenefitsYear Ended December 31,
202420232022202420232022
(In $ millions)
Service cost1311121—1
Interest cost12513267121
Expected return on plan assets(135)(132)(166)———
Recognized actuarial (gain) loss386391(1)3(10)
Curtailment (gain) loss(7)——(2)——
Settlement (gain) loss—1————
Special termination benefit1—————
Total35754(1)5(8)

The Company maintains nonqualified pension plans funded with nonqualified trusts for certain U.S. employees as follows:

As of December 31,
20242023
(In $ millions)
Nonqualified Trust Assets
Marketable securities65
Noncurrent Other assets, consisting of insurance contracts1821
Nonqualified Pension Obligations
Current Other liabilities1818
Benefit obligations136149

(Income) expense relating to the nonqualified pension plans included in net periodic benefit cost, excluding returns on the assets held by the nonqualified trusts, is as follows:

Year Ended December 31,
202420232022
(In $ millions)
Total616(34)

Valuation

The principal weighted average assumptions used to determine benefit obligation are as follows:

Pension BenefitsAs of December 31, · Postretirement BenefitsAs of December 31,
2024 · 2023 · 2024 · 2023
(In percentages)
Discount Rate Obligations
U.S. plans5.65.15.55.1
International plans3.13.14.44.1
Combined4.84.54.84.5
Rate of Compensation Increase
U.S. plansN/AN/A
International plans3.12.8
Combined3.12.8

The principal weighted average assumptions used to determine net periodic benefit cost are as follows:

Pension BenefitsYear Ended December 31, · Postretirement BenefitsYear Ended December 31,
2024 · 2023 · 2022 · 2024 · 2023 · 2022
(In percentages)
Discount Rate Obligations
U.S. plans5.15.52.85.15.42.7
International plans3.13.41.44.14.72.4
Combined4.54.92.54.55.12.5
Discount Rate Service Cost
U.S. plansN/AN/AN/A5.75.93.5
International plans2.93.51.53.74.42.1
Combined2.93.51.53.74.52.1
Discount Rate Interest Cost
U.S. plans5.15.42.25.15.32.0
International plans3.03.41.24.14.72.1
Combined4.54.82.04.45.02.1
Expected Return on Plan Assets
U.S. plans5.55.55.5
International plans4.84.44.9
Combined5.35.25.4
Rate of Compensation Increase
U.S. plansN/AN/AN/A
International plans2.82.82.5
Combined2.82.82.5
Interest Crediting Rate
U.S. plans4.14.31.9
International plans1.41.01.0
Combined4.04.31.9

The Company's health care cost trend assumptions for U.S. postretirement medical plan's net periodic benefit cost are as follows:

As of December 31,
202420232022
(In percentages, except year)
Health care cost trend rate assumed for next year7.07.37.5
Health care cost trend ultimate rate5.05.05.0
Health care cost trend ultimate rate year203220322032

Plan Assets

The weighted average target asset allocations for the Company's pension plans in 2024 are as follows:

U.S. PlansInternational Plans
(In percentages)
Bonds - domestic to plans8438
Equities - domestic to plans819
Equities - international to plans88
Other—35
Total100100

On average, the actual return on the U.S. qualified defined pension plans' assets over the long-term (20 years) has exceeded the expected long-term rate of asset return assumption. The U.S. qualified defined benefit plans' actual return on assets for the year ended December 31, 2024 was 1.3% versus an expected long-term rate of asset return assumption of 5.5%. The expected long-term rate of asset return assumption used to determine 2025 net periodic benefit cost is 5.5% for the U.S. qualified defined benefit plans.

The Company's defined benefit plan assets are measured at fair value on a recurring basis (Note 2) as follows:

Cash and Cash Equivalents: Foreign and domestic currencies as well as short-term securities are valued at cost plus accrued interest, which approximates fair value.

Equity securities, treasuries and corporate debt: Valued at the closing price reported on the active market in which the individual securities are traded. Automated quotes are provided by multiple pricing services and validated by the plan custodian. These securities are traded on exchanges as well as in the over the counter market.

Derivatives: Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps, foreign currency forwards and swaps, and options are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy.

Mortgage backed securities: Fair value is estimated based on valuations obtained from third-party pricing services for identical or comparable assets. Mortgage backed securities are traded in the over the counter broker/dealer market.

Insurance contracts: Valued at contributions made, plus earnings, less participant withdrawals and administrative expenses, which approximates fair value.

Short-term investment funds: Composed of various funds whose portfolio is comprised of foreign and domestic currencies as well as short-term securities. Investments are valued at the net asset value of units held by the plan at year-end.

Registered Investment Companies: Composed of various mutual funds and other investment companies whose diversified portfolio is comprised of foreign and domestic equities, fixed income securities and short-term investments. Investments are valued at the net asset value of units held by the plan at year-end.

Pooled-type investments: Composed of various funds whose diversified portfolio is comprised of foreign and domestic equities, fixed income securities, and short-term investments. Investments are valued at the net asset value of units held by the plan at year-end.

Other: Composed of real estate investment trust common stock valued at closing price as reported on the active market in which the individual securities are traded.

Fair Value Measurement
Quoted Prices in Active Markets for Identical Assets(Level 1) · Significant Other Observable Inputs(Level 2) · Total
As of December 31,
202420232024202320242023
(In $ millions)
Assets
Cash and cash equivalents127——127
Derivatives
Swaps——13601360
Equity securities
U.S. companies2621——2621
International companies126148——126148
Fixed income
Corporate debt——624686624686
Treasuries, other debt47871,0081,0131,0551,100
Mortgage backed securities——14131413
Insurance contracts——109104109104
Other3321192422
Total investments, at fair value(1)2142661,7891,8952,0032,161
Liabilities
Derivatives
Swaps——13601360
Total liabilities——13601360
Total net assets(2)2142661,7761,8351,9902,101

(1)Certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. Total investments, at fair value, for the year ended December 31, 2024 excludes investments in pooled-type investments, registered investment companies and short-term investment funds with fair values of $431 million, $34 million and $35 million, respectively. Total investments, at fair value, for the year ended December 31, 2023 excludes investments in pooled-type investments, registered investment companies and short-term investment funds with fair values of $460 million, $43 million and $31 million, respectively.

(2)Total net assets excludes non-financial plan receivables and payables of $20 million and $17 million, respectively, as of December 31, 2024 and $22 million and $5 million, respectively, as of December 31, 2023. Non-financial items include due to/from broker, interest receivables and accrued expenses.

Benefit obligation funding is as follows:

TotalExpected2025
(In $ millions)
Cash contributions to defined benefit pension plans30
Benefit payments to nonqualified pension plans18
Benefit payments to other postretirement benefit plans3

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 benefits expected to be paid are as follows:

PensionBenefitPayments(1) · Company Portionof PostretirementBenefit Cost(2)
(In $ millions)
20252353
20262333
20272273
20282252
20292252
2030-20341,01710

(1)Payments are expected to be made primarily from plan assets.

(2)Payments are expected to be made primarily from Company assets.

  1. 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 ofenvironmental remediation liabilities, contained in Current and Noncurrent Other Liabilities, are as follows:

As of December 31,
20242023
(In $ millions)
Demerger obligations (Note 19)1414
Divestiture obligations (Note 19)1413
Active sites2325
U.S. Superfund sites108
Other environmental remediation liabilities22
Total6362

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 19). 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.

The Company did not record any insurance recoveries during 2024 or have any receivables for insurance recoveries related to these matters as of December 31, 2024.

German InfraServ Entities

The Company's InfraServ equity affiliates (Note 7) are liable for any residual contamination and other pollution because they own the real estate on which the individual facilities operate. In addition, Hoechst, and its legal successors, as the responsible party under German public law, is liable to third parties for all environmental damage that occurred while it was still the owner of the plants and real estate (Note 19). The contribution agreements entered into in 1997 between Hoechst and the respective operating companies, as part of the divestiture of these companies, provide that the operating companies will indemnify Hoechst, and its legal successors, against environmental liabilities resulting from the transferred businesses. Additionally, the InfraServ equity affiliates have agreed to indemnify Hoechst, and its legal successors, against any environmental liability arising out of or in connection with environmental pollution of any site.

The InfraServ partnership agreements provide that, as between the partners, each partner is responsible for any contamination caused predominantly by such partner. Any liability, which cannot be attributed to an InfraServ partner and for which no third party is responsible, is required to be borne by the InfraServ partnership. Also, under lease agreements entered into by an InfraServ partner as landlord, the tenants agreed to pay certain remediation costs on a pro rata basis.

If an InfraServ partner defaults on its respective indemnification obligations to eliminate residual contamination, the owners of the remaining participation in the InfraServ companies have agreed to fund such liabilities, subject to a number of limitations. To the extent that any liabilities are not satisfied by either the InfraServ equity affiliates or their owners, these liabilities are to be borne by the Company in accordance with the demerger agreement. However, Hoechst, and its legal successors, will reimburse the Company for two-thirds of any such costs. Likewise, in certain circumstances the Company could be responsible for the elimination of residual contamination on several sites that were not transferred to InfraServ companies, in which case Hoechst, and its legal successors, must also reimburse the Company for two-thirds of any costs so incurred.

The Company's ownership interest and environmental liability participation percentages for such liabilities, which cannot be attributed to an InfraServ partner are as follows:

As of December 31, 2024
OwnershipLiabilityReserves(1)
(In percentages) · (In $ millions)
InfraServ GmbH & Co. Gendorf KG30108
InfraServ GmbH & Co. Hoechst KG314261
Yncoris GmbH & Co. KG22231

(1)Gross reserves maintained by the respective entity.

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 resolves 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 provides 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.

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.

Like the earlier lawsuit, the 2023 OCC lawsuit also was stayed pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. On December 18, 2024, the U.S. District Court for the District of New Jersey granted the United States' motion to enter the Consent Decree in the Consent Decree Action. The Company anticipates that OCC will seek review of that decision. Nokia of America Corporation, which opposed the entry of the Consent Decree, filed a notice of appeal on January 9, 2025. The Company anticipates that OCC also will appeal the District Court's decision entering the Consent Decree.

In the interim, the Company continues 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.

  1. 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 its existing 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 $0.03 per share on its Common Stock on February 12, 2025, amounting to approximately $3 million. The cash dividend will be paid on March 11, 2025 to holders of record as of February 25, 2025.

On November 4, 2024, the Company announced its intent to reduce its quarterly dividend by approximately 95% beginning in the first quarter of 2025.

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 FromFebruary 2008 ThroughDecember 31, 2024
Shares repurchased69,324,429
Average purchase price per share$83.71
Amount spent on repurchased shares (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 didnot repurchase any Common Stock during the years ended December 31, 2024, 2023 and 2022.

Other Comprehensive Income (Loss), Net

Year Ended December 31,
202420232022
GrossAmountIncomeTax(Provision)BenefitNetAmountGrossAmountIncomeTax(Provision)BenefitNetAmountGrossAmountIncomeTax(Provision)BenefitNetAmount
(In $ millions)
Foreign currency translation(39)(60)(99)(275)62(213)(240)23(217)
Gain (loss) on derivative hedges2(2)—(12)6(6)26(5)21
Pension and postretirement benefits gain (loss)(5)—(5)(8)1(7)7—7
Total(42)(62)(104)(295)69(226)(207)18(189)

Adjustments to Accumulated other comprehensive income (loss), net, are as follows:

ForeignCurrencyTranslation Gain (Loss)Gain (Loss)on Derivative Hedges(Note 17)Pension andPostretirementBenefits Gain (Loss)(Note 12)AccumulatedOtherComprehensiveIncome(Loss), Net
(In $ millions)
As of December 31, 2021(271)(43)(15)(329)
Other comprehensive income (loss) before reclassifications(240)437(190)
Amounts reclassified from accumulated other comprehensive income (loss)—(17)—(17)
Income tax (provision) benefit23(5)—18
As of December 31, 2022(488)(22)(8)(518)
Other comprehensive income (loss) before reclassifications(275)(3)(8)(286)
Amounts reclassified from accumulated other comprehensive income (loss)—(9)—(9)
Income tax (provision) benefit626169
As of December 31, 2023(701)(28)(15)(744)
Other comprehensive income (loss) before reclassifications(39)139(5)95
Amounts reclassified from accumulated other comprehensive income (loss)—(137)—(137)
Income tax (provision) benefit(60)(2)—(62)
As of December 31, 2024(800)(28)(20)(848)
  1. Income Taxes

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 year ended December 31, 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 Company does not expect these provisions or any newly issued administrative guidance to have a material impact to future income tax expense. The IRA also provides various beneficial credits for energy efficient related 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.

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 that conform to the OECD rules.

In December 2022, the member states of the European Union ("EU") unanimously voted to adopt the OECD's minimum tax which was agreed to by consensus of the BEPS 2.0 (Pillars One and Two) signatory jurisdictions. Under the EU's minimum tax directive, member states are to adopt domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with Pillar Two's "under-taxed profit rule" to take effect for periods beginning on or after December 31, 2024. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.

Legislatures in multiple countries outside of the EU have also enacted or drafted legislation to implement the OECD's minimum tax proposals.

In July 2023, the OECD published Administrative Guidance proposing certain safe harbor provisions, including an effective rate test and a routine profits test, which if satisfied effectively delay effective dates of Pillar Two to January 1, 2027. The EU and a significant number of other countries have or are expected to implement the safe harbor in local legislation. Based on these safe harbor provisions, the Company currently expects that several material jurisdictions, including the U.S., Netherlands, Switzerland, Germany, China, Singapore and Canada, will qualify for the safe harbor effectively extending the application of the global minimum tax until January 1, 2027.

The Company will continue to monitor the developments and implementation of the OECD BEPS projects. Currently the Company does not meet the requirements for the application of Pillar One. After an initial assessment of the application of the safe harbor provisions on a global basis, the Company determined that there was not a material impact from the local adoption of the OECD Pillar Two proposals in 2024, but is continuing to model the effect of these provisions on its future effective tax rate and cash taxes.

Income Tax Provision

Earnings (loss) from continuing operations before tax by jurisdiction are as follows:

Year Ended December 31,
202420232022
(In $ millions)
U.S.(2,269)(163)(292)
International1,2731,3461,713
Total(996)1,1831,421

The income tax provision (benefit) consists of the following:

Year Ended December 31,
202420232022
(In $ millions)
Current
U.S.79854
International239162306
Total318170360
Deferred
U.S.(87)(178)(261)
International279(782)(588)
Total192(960)(849)
Total510(790)(489)

A reconciliation of the significant differences between the U.S. federal statutory tax rate of 21% and the effective income tax rate on income from continuing operations is as follows:

Year Ended December 31,
202420232022
(In $ millions, except percentages)
Income tax provision computed at U.S. federal statutory tax rate(209)248298
Change in valuation allowance370(150)(15)
Equity income and dividends(41)(27)(47)
(Income) expense not resulting in tax impact, net327(9)2
U.S. tax effect of foreign earnings and dividends184384162
Foreign tax credits(137)(73)(120)
Other foreign tax rate differentials(66)(108)(43)
Legislative changes(6)(44)—
State income taxes, net of federal benefit12(8)(2)
Recognition of basis differences in investments in affiliates——6
Asset transfers between wholly owned foreign affiliates87(839)(816)
Other, net(11)(164)86
Income tax provision (benefit)510(790)(489)
Effective income tax rate(51)%(67)%(34)%

In December 2022, as part of its integration efforts for the M&M Acquisition (see Note 4) and to simplify future cash flows for purposes of acquisition debt repayment, the Company reorganized its foreign legal entity holding structure and relocated certain of its intangible assets to align with the acquired M&M foreign operations. The transfer of these assets between wholly owned foreign affiliates, generated a net deferred tax benefit of approximately $800 million. The contractual provisions for these asset transfers provided for adjustments to the purchase price for business events occurring within the succeeding twelve months, and as a result, the Company recorded an additional deferred tax benefit of approximately $190 million in 2023.

In 2023, in furtherance of its integration strategy for the M&M Acquisition, the Company continued to relocate certain intangible assets to better align with the acquired M&M foreign operations. In addition, in late 2023, as part of its overall integration approach, the Company initiated a strategy to realign its European headquarters and principal operations to Switzerland to achieve operational efficiencies by leveraging an acquired site for future growth and improved alignment of ownership of intangible assets with future technology and innovation efforts to be conducted locally. These operational efficiencies are expected to include, (i) centralized regional manufacturing, sales and operational planning, procurement and business leadership and (ii) cost and facility savings.

The headquarters and principal operations realignment strategy, and the relocation of intangible assets to wholly owned foreign affiliates, generated a net deferred tax benefit of approximately $725 million. In addition, the relocation of these intangible assets resulted in the utilization of approximately $230 million of the Company's existing U.S. foreign tax credit carryforwards. These carryforwards had previously been offset by a full valuation allowance.

In the second quarter of 2024, the Company completed an internal integration-related restructuring of its acquired China operations in order to align with existing operations and to optimize the Company's internal treasury operations. This restructuring of the Chinese operations consisted of a sale within the Company that resulted in a China capital gains tax of approximately $87 million.

During the three months ended December 31, 2024, 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 segment had goodwill of $5.0 billion (see Note 9). The impairment of goodwill is not deductible for tax purposes and the tax effect of this non-deductible expense in the amount of $319 million is included in the (Income) expense not resulting in tax impact, net line above. In addition, due to the changes in forecasted profits for the engineered materials reporting unit included in the impairment analysis, the Company also recorded a valuation allowance against certain local country, non-U.S. tax credit carryforwards in the amount of $338 million.

Included in the Other, net line in the effective income tax rate reconciliation above are the U.S. GAAP gain in excess of the tax gain related to the formation of the Nutrinova joint venture (see Note 4) of $102 million for the year ended December 31, 2023 and charges of approximately $20 million related to transaction costs for the M&M Acquisition for the year ended December 31, 2022. In addition, included in the Other, net line in the effective income tax rate reconciliation above are U.S. benefits of foreign derived intangible income of $0 million, $72 million, and $0 million; and changes in uncertain tax positions of $(2) million, $5 million and $63 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the consolidated deferred tax assets and liabilities are as follows:

As of December 31,
20242023
(In $ millions)
Deferred Tax Assets
Pension and postretirement obligations5861
Accrued expenses5956
Inventory18(13)
Net operating loss carryforwards752783
Tax credit carryforwards222135
Intangibles and other757737
Subtotal1,8661,759
Valuation allowance(1)(1,106)(656)
Total7601,103
Deferred Tax Liabilities
Depreciation and amortization152152
Investments in affiliates163188
Other12785
Total442425
Net deferred tax assets (liabilities)318678

(1)Includes deferred tax asset valuation allowances for the Company's deferred tax assets in Switzerland, Luxembourg, the U.S., Spain, the Netherlands, the United Kingdom, Malta, Mexico, Germany, China, Singapore and France. These valuation allowances relate primarily to net operating loss carryforward benefits, foreign tax credit carryforwards and other net deferred tax assets, all of which may not be realizable.

As a result of the TCJA, U.S. federal and state income taxes have been recorded on undistributed foreign earnings accumulated from 1986 through 2017. The Company's previously taxed income for its foreign subsidiaries significantly exceeds its offshore cash balances. The Company has not recorded a deferred tax liability for foreign withholding or other foreign local tax that would be due when cash is actually repatriated to the U.S. because those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of any additional local taxes. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable.

Tax Carryforwards

Net Operating Loss and Capital Loss Carryforwards

As of December 31, 2024, the Company had available U.S. federal net operating loss carryforwards of $15 million that are subject to limitation. These net operating loss carryforwards begin to expire in 2036. As of December 31, 2024, the Company also had available state net operating loss carryforwards, net of federal tax impact, of $35 million, $24 million of which are offset by a valuation allowance due to uncertain recoverability. The Company also has foreign net operating loss carryforwards available as of December 31, 2024 of $3.5 billion primarily for Switzerland, Luxembourg, Spain, the United Kingdom, Singapore, China and Hong Kong with various expiration dates. Net operating loss carryforwards of $69 million in China are scheduled to continue to expire through 2029. Net operating loss carryforwards of $1.7 billion in Switzerland are partially offset by a valuation allowance of $230 million due to uncertain recoverability and are scheduled to continue to expire through 2030. Net operating losses in most other foreign jurisdictions do not have an expiration date. The Company acquired capital loss carryforwards of $173 million as part of the M&M Acquisition (Note 4) that are subject to annual limitation due to the ownership change. The Company fully offset these capital loss carryforwards with a valuation allowance due to uncertain recoverability.

Tax Credit Carryforwards

The Company had available $200 million of U.S. foreign tax credit carryforwards, which are offset by a valuation allowance of $165 million due to uncertain recoverability and $18 million of alternative minimum tax credit carryforwards in the U.S. The foreign tax credit carryforwards are subject to a ten-year carryforward period and begin to expire in 2027. The alternative minimum tax credits are subject to annual limitation due to prior ownership changes but have an unlimited carryforward period and can be used to offset federal tax liability in future years.

The Company evaluates its deferred tax assets on a quarterly basis to determine whether a valuation allowance is necessary. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in the applicable carryback or carryforward periods. Changes in the Company's estimates of future taxable income and prudent and feasible tax planning strategies will affect the estimate of the realization of the tax benefits of these foreign tax credit carryforwards. As such, the Company is currently evaluating tax planning strategies to enable use of the foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed.

Uncertain Tax Positions

Activity related to uncertain tax positions is as follows:

Year Ended December 31,
202420232022
(In $ millions)
As of the beginning of the year224275218
Increases (decreases) in tax positions for the current year(3)108
Increases in tax positions for prior years69102
Decreases in tax positions for prior years(6)(35)(45)
Increases (decreases) due to settlements(8)(35)(8)
As of the end of the year213224275
Total uncertain tax positions that if recognized would impact the effective tax rate236244274
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations(1)72210
Total amount of interest expense and penalties recognized in the consolidated balance sheets777159

(1)This amount reflects interest on uncertain tax positions and release of tax positions due to changes in assessment, statute lapses or audit closures that were reflected in the consolidated statements of operations.

The increase in uncertain tax positions for the year ended December 31, 2022 was primarily due to increases in foreign tax positions related to ongoing tax examinations, partially offset by releases due to completed examinations and statute closures.

The Company's tax returns have been under audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). In September 2021, the Company received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The Authorities also proposed to apply these adjustments to open tax years through 2019. The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, the Company concluded settlement discussions with the Dutch tax authority. In the third quarter of 2024, the Company concluded settlement discussions with the German tax authority related to the German transfer pricing audit. The Company is engaged in continuing discussions with the U.S. tax authority on joint audit matters, as well as other separate matters, and is currently evaluating all additional potential remedies regarding the ongoing examinations.

As of December 31, 2024, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examinations by the Authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the Authorities are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its position, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded.

In addition, the Company's income tax returns in Mexico are under audit for the years 2018 and 2019, in Canada for the years 2016 through 2022, and in the U.S. for the years 2016 through 2020. In August 2023, the Company negotiated a partial settlement with the Mexico tax authorities for its audit for the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations for the year ended December 31, 2023. The Company is in discussions with the Mexican tax authorities regarding the preliminary findings in the 2019 audit. In September 2023, the Canadian tax authorities opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. The Company is in ongoing discussions regarding the audit findings with the Canadian tax authority for the years 2016 through 2018 and does not expect a material impact to income tax expense resulting from the audit. The audit in the U.S. for the years 2016 through 2020 is in the data gathering phase. The Company's tax returns in Germany are also under audit for certain entities for years after 2007.

  1. Leases

The components of lease expense are as follows:

Year Ended December 31, · Statement of Operations Classification
2024 · 2023 · 2022
(In $ millions)
Lease Cost
Operating lease cost999966Cost of sales / Selling, general and administrative expenses
Short-term lease cost181919Cost of sales / Selling, general and administrative expenses
Variable lease cost171315Cost of sales / Selling, general and administrative expenses
Finance lease cost
Amortization of leased assets202119Cost of sales
Interest on lease liabilities81011Interest expense
Sublease income——2Other income (expense), net
Total net lease cost162162132

Supplemental consolidated balance sheet information related to leases is as follows:

As of December 31, · Balance Sheet Classification
2024 · 2023
(In $ millions)
Leases
Assets
Operating lease assets388422Operating lease ROU assets
Finance lease assets119154Property, plant and equipment, net
Total leased assets507576
Liabilities
Current
Operating7989Current Other liabilities
Finance2324Short-term borrowings and current installments of long-term debt
Noncurrent
Operating294325Operating lease liabilities
Finance122124Long-term debt
Total lease liabilities518562
As of December 31,
20242023
Weighted-Average Remaining Lease Term (years)
Operating leases8.48.6
Finance leases7.77.8
Weighted-Average Discount Rate
Operating leases3.3%3.5%
Finance leases5.6%6.2%

Supplemental consolidated cash flow information related to leases is as follows:

Year Ended December 31,
202420232022
(In $ millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases909252
Operating cash flows from finance leases81011
Financing cash flows from finance leases242425
ROU assets obtained in exchange for finance lease liabilities (Note 20)27228
ROU assets obtained in exchange for operating lease liabilities705893

Maturities of lease liabilities are as follows:

As of December 31, 2024
Operating Leases · Finance Leases
(In $ millions)
20259030
20267427
20274923
20284120
20293919
Later years13171
Total lease payments424190
Less amounts representing interest(51)(45)
Total lease obligations373145
  1. Derivative Financial Instruments

Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows:

Gain (Loss)Recognized in OtherComprehensive Income (Loss) · Gain (Loss) Recognizedin Earnings (Loss) · Statement of Operations Classification
Year Ended December 31, · Year Ended December 31,
2024 · 2023 · 2022 · 2024 · 2023 · 2022
(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps—(5)39(2)223Cost of sales
Interest rate swaps———(7)(7)(7)Interest expense
Foreign currency forwards—52—51Cost of sales
Total——41(9)—17
Designated as Fair Value Hedges
Cross-currency swaps(1)142(1)—1469—Foreign exchange gain (loss), net
Designated as Net Investment Hedges(2)
Foreign currency denominated debt (Note 11)153(106)(22)———N/A
Cross-currency swaps (Note 11)147(174)(92)———N/A
Total300(280)(114)———
Not Designated as Hedges
Foreign currency forwards and swaps———(26)(19)(2)Foreign exchange gain (loss), net; Other income (expense), net

(1)In conjunction with the 2023 Offering (Note 11) in August 2023, the Company entered into a cross-currency swap to effectively convert $500 million of the issued notes into a Japanese yen-denominated borrowing at prevailing yen interest rates, maturing on July 15, 2029. The swap qualifies and has been designated as a fair value hedge of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary.

Additionally, in conjunction with the 2023 Offering (Note 11) in August 2023, the Company entered into cross-currency swaps to effectively convert $1.0 billion of the issued notes into 5-year and 7-year euro-denominated borrowings at prevailing euro interest rates, maturing on November 15, 2028 and November 15, 2030, respectively. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its euro-denominated subsidiary.

(2)Concurrently with the offering of certain unsecured notes in July 2022 (Note 11), the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the issued notes into a euro-denominated borrowing at prevailing euro interest rates, maturing on July 15, 2027 and July 15, 2032, respectively. The swaps and €1.5 billion of certain unsecured euro notes offered in July 2022 qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investments of certain of its euro-denominated subsidiaries.

Additionally, on April 11, 2024, the Company entered into cross-currency swaps to effectively convert its $1.0 billion senior unsecured notes due 2033 (Note 11) into Chinese yuan-denominated borrowings at prevailing yuan interest rates, maturing on November 15, 2033. The swaps qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries.

See Note 18 for additional information regarding the fair value of the Company's derivative instruments.

Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.

Derivatives Not Designated As Hedges

Foreign Currency Forwards and Swaps

Each of the contracts included in the table below will have approximately offsetting effects from actual underlying payables, receivables, intercompany loans or other assets or liabilities subject to foreign exchange remeasurement. The total U.S. dollar equivalents of net foreign exchange exposure related to (short) long foreign exchange forward contracts outstanding by currency are as follows:

2025 Maturity
(In $ millions)
Currency
Brazilian real(36)
British pound sterling86
Canadian dollar13
Chinese yuan438
Euro229
Hungarian forint14
Indian rupee(25)
Indonesian rupiah(11)
Japanese yen22
Korean won216
Mexican peso107
Singapore dollar34
Swedish krona(9)
Swiss franc(313)
Thai baht(8)
Other(6)
Total751

Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the consolidated balance sheets is as follows:

As of December 31,
20242023
(In $ millions)
Derivative Assets
Gross amount recognized250183
Gross amount offset in the consolidated balance sheets——
Net amount presented in the consolidated balance sheets250183
Gross amount not offset in the consolidated balance sheets3840
Net amount212143
As of December 31,
20242023
(In $ millions)
Derivative Liabilities
Gross amount recognized273440
Gross amount offset in the consolidated balance sheets——
Net amount presented in the consolidated balance sheets273440
Gross amount not offset in the consolidated balance sheets3840
Net amount235400
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.