Form 10-Q Celanese Corp For: Mar 31

April 29, 2022 4:39 PM EDT

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Washington, D.C. 20549
Form 10-Q
For the quarterly period ended
March 31, 2022
Commission File Number: 001-32410
(Exact Name of Registrant as Specified in its Charter)

(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)

(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareCEThe New York Stock Exchange
1.125% Senior Notes due 2023CE /23The New York Stock Exchange
1.250% Senior Notes due 2025CE /25The New York Stock Exchange
2.125% Senior Notes due 2027CE /27The New York Stock Exchange
0.625% Senior Notes due 2028CE /28The 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 April 22, 2022 was 108,308,917.

Form 10-Q
For the Quarterly Period Ended March 31, 2022

Item 1. Financial Statements
Three Months Ended
March 31,
(In $ millions, except share and per share data)
Net sales2,538 1,798 
Cost of sales(1,793)(1,313)
Gross profit745 485 
Selling, general and administrative expenses(174)(137)
Amortization of intangible assets(11)(6)
Research and development expenses(24)(20)
Other (charges) gains, net(1)6 
Foreign exchange gain (loss), net(1)3 
Gain (loss) on disposition of businesses and assets, net(3)(5)
Operating profit (loss)531 326 
Equity in net earnings (loss) of affiliates56 29 
Non-operating pension and other postretirement employee benefit (expense) income24 38 
Interest expense(35)(25)
Interest income1 1 
Dividend income - equity investments37 42 
Other income (expense), net2 (2)
Earnings (loss) from continuing operations before tax616 409 
Income tax (provision) benefit(112)(85)
Earnings (loss) from continuing operations504 324 
Earnings (loss) from operation of discontinued operations (1)
Income tax (provision) benefit from discontinued operations  
Earnings (loss) from discontinued operations (1)
Net earnings (loss)504 323 
Net (earnings) loss attributable to noncontrolling interests(2)(1)
Net earnings (loss) attributable to Celanese Corporation502 322 
Amounts attributable to Celanese Corporation  
Earnings (loss) from continuing operations502 323 
Earnings (loss) from discontinued operations (1)
Net earnings (loss)502 322 
Earnings (loss) per common share - basic  
Continuing operations4.64 2.85 
Discontinued operations (0.01)
Net earnings (loss) - basic4.64 2.84 
Earnings (loss) per common share - diluted  
Continuing operations4.61 2.83 
Discontinued operations (0.01)
Net earnings (loss) - diluted4.61 2.82 
Weighted average shares - basic108,185,912 113,511,369 
Weighted average shares - diluted108,917,577 114,028,145 

See the accompanying notes to the unaudited interim consolidated financial statements.

Three Months Ended
March 31,
(In $ millions)
Net earnings (loss)504 323 
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)(21)(4)
Gain (loss) on cash flow hedges15 34 
Pension and postretirement benefits2 (4)
Total other comprehensive income (loss), net of tax(4)26 
Total comprehensive income (loss), net of tax500 349 
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to Celanese Corporation
498 348 

See the accompanying notes to the unaudited interim consolidated financial statements.

As of
March 31,
As of
December 31,
(In $ millions, except share data)
Current Assets  
Cash and cash equivalents605 536 
Trade receivables - third party and affiliates1,390 1,161 
Non-trade receivables, net523 506 
Inventories1,549 1,524 
Marketable securities9 10 
Other assets124 70 
Total current assets4,200 3,807 
Investments in affiliates847 823 
Property, plant and equipment (net of accumulated depreciation - 2022: $3,538; 2021: $3,484)
4,188 4,193 
Operating lease right-of-use assets267 236 
Deferred income taxes244 248 
Other assets569 521 
Goodwill1,396 1,412 
Intangible assets, net715 735 
Total assets12,426 11,975 
Current Liabilities  
Short-term borrowings and current installments of long-term debt - third party and affiliates
860 791 
Trade payables - third party and affiliates1,169 1,160 
Other liabilities419 473 
Income taxes payable106 81 
Total current liabilities2,554 2,505 
Long-term debt, net of unamortized deferred financing costs3,132 3,176 
Deferred income taxes563 555 
Uncertain tax positions296 280 
Benefit obligations543 558 
Operating lease liabilities223 200 
Other liabilities162 164 
Commitments and Contingencies
Stockholders' Equity  
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2022 and 2021: 0 issued and outstanding)
Common stock, $0.0001 par value, 400,000,000 shares authorized (2022: 170,043,630 issued and 108,307,341 outstanding; 2021: 169,760,024 issued and 108,023,735 outstanding)
Treasury stock, at cost (2022: 61,736,289 shares; 2021: 61,736,289 shares)
Additional paid-in capital326 333 
Retained earnings10,106 9,677 
Accumulated other comprehensive income (loss), net(333)(329)
Total Celanese Corporation stockholders' equity4,607 4,189 
Noncontrolling interests346 348 
Total equity4,953 4,537 
Total liabilities and equity12,426 11,975 

See the accompanying notes to the unaudited interim consolidated financial statements.

Three Months Ended March 31,
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period108,023,735  114,168,464  
Purchases of treasury stock  (1,831,970) 
Stock awards283,606  296,090  
Balance as of the end of the period108,307,341  112,632,584  
Treasury Stock
Balance as of the beginning of the period61,736,289 (5,492)55,234,515 (4,494)
Purchases of treasury stock, including related fees  1,831,970 (250)
Balance as of the end of the period61,736,289 (5,492)57,066,485 (4,744)
Additional Paid-In Capital
Balance as of the beginning of the period333 257 
Stock-based compensation, net of tax(7)(4)
Balance as of the end of the period326 253 
Retained Earnings
Balance as of the beginning of the period9,677 8,091 
Net earnings (loss) attributable to Celanese Corporation502 322 
Common stock dividends(73)(78)
Balance as of the end of the period10,106 8,335 
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(329)(328)
Other comprehensive income (loss), net of tax(4)26 
Balance as of the end of the period(333)(302)
Total Celanese Corporation stockholders' equity4,607 3,542 
Noncontrolling Interests
Balance as of the beginning of the period348 369 
Net earnings (loss) attributable to noncontrolling interests2 1 
Distributions to noncontrolling interests
Balance as of the end of the period346 365 
Total equity4,953 3,907 

See the accompanying notes to the unaudited interim consolidated financial statements.


Three Months Ended
March 31,
(In $ millions)
Operating Activities
Net earnings (loss)504 323 
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments 1 
Depreciation, amortization and accretion106 91 
Pension and postretirement net periodic benefit cost(21)(34)
Pension and postretirement contributions(12)(12)
Deferred income taxes, net4 11 
(Gain) loss on disposition of businesses and assets, net3 5 
Stock-based compensation15 12 
Undistributed earnings in unconsolidated affiliates(30)6 
Other, net3 3 
Operating cash provided by (used in) discontinued operations(4)(1)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net(240)(184)
Other assets (103)
Trade payables - third party and affiliates49 156 
Other liabilities(29)(96)
Net cash provided by (used in) operating activities316 116 
Investing Activities
Capital expenditures on property, plant and equipment(137)(92)
Proceeds from sale of marketable securities 200 
Other, net(12)(10)
Net cash provided by (used in) investing activities(149)98 
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less74 2 
Repayments of long-term debt(7)(7)
Purchases of treasury stock, including related fees(17)(267)
Common stock dividends(73)(78)
Distributions to noncontrolling interests(4)(5)
Issuance cost of bridge facility(44) 
Other, net(24)(16)
Net cash provided by (used in) financing activities(95)(371)
Exchange rate effects on cash and cash equivalents(3)(7)
Net increase (decrease) in cash and cash equivalents69 (164)
Cash and cash equivalents as of beginning of period536 955 
Cash and cash equivalents as of end of period605 791 

See the accompanying 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, consumer and medical, energy storage, filtration, food and beverage, paints and coatings, paper and packaging, performance industrial and textiles.
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 months ended March 31, 2022 and 2021 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, 2021, filed on February 10, 2022 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three months ended March 31, 2022 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 stockholders' 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
There are no recent Accounting Standard Updates issued by the Financial Accounting Standards Board which are expected to materially impact the Company's financial position, operating results or financial disclosures.
3. Acquisitions, Dispositions and Plant Closures
In December 2021, the Company acquired the Santoprene™ thermoplastic vulcanizates ("TPV") elastomers business of Exxon Mobil Corporation ("Santoprene") for a purchase price of $1.15 billion in an all-cash transaction. The Company acquired the Santoprene™, Dytron™ and Geolast™ trademarks and product portfolios, customer and supplier contracts and agreements, both production facilities producing TPV, the TPV intellectual property portfolio with associated technical and R&D assets and employees of the TPV elastomer business. The acquisition of Santoprene substantially strengthens our existing elastomers portfolio, allowing the Company to bring a wider range of functionalized solutions into targeted growth areas including future mobility, medical and sustainability. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment. The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. We are in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including personal and real property, lease obligations, deferred taxes and intangible assets. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. During the measurement period, there were no adjustments that materially impacted the Company's goodwill initially recorded.
On February 17, 2022, the Company signed a definitive agreement to acquire a majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to certain adjustments, in an all-cash transaction. The Company will acquire a global production network of 29 facilities, including compounding and polymerization, customer and supplier contracts and agreements, an intellectual property portfolio including approximately 850 patents with associated technical and R&D assets, and expects to acquire approximately 5,000 employees across the manufacturing, technical, and commercial organizations. The acquired operations will be included in the Engineered Materials segment. The Company expects the acquisition to close around the end of 2022, subject to regulatory approvals and customary closing conditions.
In connection with the planned M&M Acquisition, also on February 17, 2022, the Company entered into a bridge facility commitment letter with Bank of America, N.A. ("Bank of America") pursuant to which Bank of America has committed to provide, subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Subsequently, commitments in respect of the Bridge Facility were syndicated to additional financial institutions as contemplated thereby.
On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (the "Term Loan Credit Agreement"), pursuant to which lenders have committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "Term Loan Facility"), which reduced the commitments under the Bridge Facility by a corresponding amount. The Term Loan Facility, subject to the terms and conditions set forth in the Term Loan Credit Agreement, together with the Bridge Facility (or, if applicable, any replacement debt financing obtained in the form of additional term loans and/or the issuance of notes in a public offering or private placement), will be available to finance the M&M Acquisition, and to pay fees and expenses related thereto. The Term Loan Credit Agreement is guaranteed by Celanese and domestic subsidiaries representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").
Amounts outstanding under the 364-day tranche of the Term Loan Credit Agreement will accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on the Company's senior unsecured debt rating. Amounts outstanding under the 5-year tranche of the Term Loan Credit Agreement will accrue interest at a rate

equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on the Company's senior unsecured debt rating.
The Term Loan Credit Agreement contains certain covenants described in Note 7.
As described above, the entry into the Term Loan Credit Agreement reduced availability under the Bridge Facility by $1.5 billion, resulting in $9.5 billion in bridge facility commitments remaining as of March 31, 2022. The Company currently intends to issue new senior unsecured notes in lieu of borrowing under the remaining Bridge Facility commitments.
During the three months ended March 31, 2022, the Company paid $44 million in fees related to the Bridge Facility commitment, $14 million of which were amortized to interest expense in the three months ended March 31, 2022, and $30 million of which were recorded as a deferred asset as of March 31, 2022 and will be amortized to interest expense.
4. Inventories
As of
March 31,
As of
December 31,
(In $ millions)
Finished goods1,007 1,014 
Work-in-process85 75 
Raw materials and supplies457 435 
Total1,549 1,524 
5. Goodwill and Intangible Assets, Net
Acetate TowAcetyl ChainTotal
(In $ millions)
As of December 31, 20211,030 149 233 1,412 
Acquisitions (Note 3)
2   2 
Exchange rate changes(13) (5)(18)
As of March 31, 2022(2)
1,019 149 228 1,396 
(1)Represents goodwill related to the acquisition of Santoprene.
(2)There were no accumulated impairment losses as of March 31, 2022.

Intangible Assets, Net
Finite-lived intangible assets are as follows:
Not to
and Other
(In $ millions)
Gross Asset Value
As of December 31, 202145 996 45 55 1,141 
Exchange rate changes (13)  (13)
As of March 31, 202245 983 45 55 1,128 
Accumulated Amortization
As of December 31, 2021(41)(543)(42)(39)(665)
Amortization (10) (1)(11)
Exchange rate changes 7   7 
As of March 31, 2022(41)(546)(42)(40)(669)
Net book value4 437 3 15 459 
Indefinite-lived intangible assets are as follows:
and Trade Names
(In $ millions)
As of December 31, 2021259 
Exchange rate changes(3)
As of March 31, 2022256 
During the three months ended March 31, 2022, the Company did not renew or extend any intangible assets.
Estimated amortization expense for the succeeding five fiscal years is as follows:
(In $ millions)

6. Current Other Liabilities
As of
March 31,
As of
December 31,
(In $ millions)
Benefit obligations (Note 8)
26 26 
Customer rebates53 96 
Derivatives (Note 12)
10 5 
Interest18 30 
Legal (Note 14)
32 33 
Operating leases44 37 
Restructuring2 7 
Salaries and benefits98 135 
Sales and use tax/foreign withholding tax payable45 27 
Other91 77 
Total419 473 
7. Debt
As of
March 31,
As of
December 31,
(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt525 527 
Short-term borrowings, including amounts due to affiliates(1)
35 64 
Revolving credit facility(2)
300 200 
Total860 791 
(1)The weighted average interest rate was 0.2% and 0.2% as of March 31, 2022 and December 31, 2021, respectively.
(2)The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

As of
March 31,
As of
December 31,
(In $ millions)
Long-Term Debt
Senior unsecured notes due 2022, interest rate of 4.625%
500 500 
Senior unsecured notes due 2023, interest rate of 1.125%
499 509 
Senior unsecured notes due 2024, interest rate of 3.500%
499 499 
Senior unsecured notes due 2025, interest rate of 1.250%
332 339 
Senior unsecured notes due 2026, interest rate of 1.400%
400 400 
Senior unsecured notes due 2027, interest rate of 2.125%
553 564 
Senior unsecured notes due 2028, interest rate of 0.625%
555 566 
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
166 166 
Bank loans due at various dates through 2026(1)
5 6 
Obligations under finance leases due at various dates through 2054
166 173 
Subtotal3,675 3,722 
Unamortized debt issuance costs(2)
Current installments of long-term debt(525)(527)
Total3,132 3,176 
(1)The weighted average interest rate was 1.3% and 1.3% as of March 31, 2022 and December 31, 2021, respectively.
(2)Related to the Company's long-term debt, excluding obligations under finance leases.
Senior Credit Facilities
On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreement the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate the Company's existing revolving credit facility. The Credit Agreements are guaranteed by Celanese, Celanese U.S. and the Subsidiary Guarantors. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.
The Credit Agreements contain certain covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), events of default and change of control provisions.

The Company's debt balances and amounts available for borrowing under its new senior unsecured revolving credit facility are as follows:
As of
March 31,
(In $ millions)
Revolving Credit Facility
Borrowings outstanding(1)
Available for borrowing(2)
(1)The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.
(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings.
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended (collectively, the "Senior Notes"). 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.
Accounts Receivable Purchasing Facility
In June 2021, 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, 2024. 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 in the event of bankruptcy. 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 $262 million and $1.1 billion of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $262 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $103 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2022.
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. 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 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 $69 million and $230 million of accounts receivable under these factoring agreements for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $100 million and $185 million of accounts receivable sold under these factoring agreements during the same periods.

In March 2021, the Company entered into an agreement in Singapore with a financial institution to discount, on a non-recourse basis, documentary credits or other documents recorded as accounts receivable. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the receivables to the buyer. The Company has no continuing involvement in the transferred receivables and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $13 million and $70 million of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively.
The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), events of default and change of control provisions. 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 all of the covenants related to its debt agreements as of March 31, 2022.
8. Benefit Obligations
The components of net periodic benefit cost are as follows:
Three Months Ended March 31,
(In $ millions)
Service cost3  4  
Interest cost17  13  
Expected return on plan assets
(41) (51) 
Total(21) (34) 
Benefit obligation funding is as follows:
As of
March 31,
(In $ millions)
Cash contributions to defined benefit pension plans6 24 
Benefit payments to nonqualified pension plans5 19 
Benefit payments to other postretirement benefit plans1 4 
The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
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 are as follows:
As of
March 31,
As of
December 31,
(In $ millions)
Demerger obligations (Note 14)
22 24 
Divestiture obligations (Note 14)
14 14 
Active sites8 8 
U.S. Superfund sites11 12 
Other environmental remediation liabilities2 2 
Total57 60 
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 (as 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 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 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-JLL-JAD (U.S. District Court New Jersey), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 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. The Company is vigorously defending these matters and currently estimates that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site is less than 1%. In February 2022, the EPA and a subgroup of defendants in the litigation, including Celanese, reached a settlement in principle with respect to the liability of those defendants for the LPRSA, which will not be material to the Company's results of operations, cash flows or financial position.
10. Stockholders' 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 senior credit facility 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 $0.68 per share on its Common Stock on April 19, 2022, amounting to $74 million. The cash dividend will be paid on May 12, 2022 to holders of record as of April 28, 2022.
Treasury Stock
The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
Three Months Ended
March 31,
Total From
February 2008
March 31, 2022
Shares repurchased 1,831,970 69,324,429 
Average purchase price per share$ $136.47 $83.71 
Shares repurchased (in $ millions)$ $250 $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 stockholders' equity.

Other Comprehensive Income (Loss), Net
Three Months Ended March 31,
(In $ millions)
Foreign currency translation gain (loss)(15)(6)(21)3 (7)(4)
Gain (loss) on cash flow hedges19 (4)15 44 (10)34 
Pension and postretirement benefits gain (loss)2  2 (4) (4)
Total6 (10)(4)43 (17)26 
Adjustments to Accumulated other comprehensive income (loss), net, are as follows:
Translation Gain (Loss)
Gain (Loss)
on Cash
Pension and
Benefits Gain (Loss)
(Loss), Net
(In $ millions)
As of December 31, 2021(