# Celanese Corp: Form 10-K for the period ended Dec 31, 2019

- Company: [Celanese Corp](/companies/ce.md) (CIK 1306830)
- Form: 10-K
- Filed: 2020-02-06
- Accepted by EDGAR: Feb 6, 2020, 21:24 ET
- Period: 2019-12-31
- Accession: 0001306830-20-000018
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1306830/000130683020000018/ce-20191231x10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1306830/000130683020000018/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2019-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2019-01-01 to 2019-12-31 | $6.30bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 12 months, 2019-01-01 to 2019-12-31 | $4.69bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 12 months, 2019-01-01 to 2019-12-31 | $1.61bn | us-gaap:GrossProfit |
| Research and development | 12 months, 2019-01-01 to 2019-12-31 | $67.0m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 12 months, 2019-01-01 to 2019-12-31 | $483.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 12 months, 2019-01-01 to 2019-12-31 | $834.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2019-01-01 to 2019-12-31 | $115.0m | us-gaap:InterestExpense |
| Income tax | 12 months, 2019-01-01 to 2019-12-31 | $124.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2019-01-01 to 2019-12-31 | $852.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2019-01-01 to 2019-12-31 | $6.84 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2019-01-01 to 2019-12-31 | $6.88 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2019-01-01 to 2019-12-31 | 124,651,759 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2019-01-01 to 2019-12-31 | $1.45bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2019-01-01 to 2019-12-31 | $370.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2019-01-01 to 2019-12-31 | $300.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2019-01-01 to 2019-12-31 | $996.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2019-12-31 | $463.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2019-12-31 | $2.77bn | us-gaap:AssetsCurrent |
| Total assets | at 2019-12-31 | $9.48bn | us-gaap:Assets |
| Current liabilities | at 2019-12-31 | $1.75bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2019-12-31 | $3.41bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2019-12-31 | $496.0m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2019-12-31 | $2.51bn | us-gaap:StockholdersEquity |

## Business

As filed, 42,139 characters.

### Basis of Presentation

In this Annual Report on Form 10-K, the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms "Company," "we," "our" and "us" refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese US" refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

### Industry

This Annual Report on Form 10-K includes industry data obtained from industry publications and surveys, as well as our own internal company surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable.

### Overview

We are a global chemical and specialty materials company. We are a leading global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals, for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our 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. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.

Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.

Celanese's history began in 1918, the year that its predecessor company, The American Cellulose & Chemical Manufacturing Company, was incorporated. The company, which manufactured cellulose acetate, was founded by Swiss brothers Drs. Camille and Henri Dreyfus. The current Celanese was incorporated in 2004 under the laws of the State of Delaware and is a US-based public company traded on the New York Stock Exchange under the ticker symbol CE.

Headquartered in Irving, Texas, our operations are primarily located in North America, Europe and Asia and consist of 30 global production facilities and an additional 9 strategic affiliate production facilities. As of December 31, 2019, we employed 7,714 people worldwide.

### Business Segment Overview

We operate principally through three business segments: Engineered Materials, Acetate Tow and the Acetyl Chain. See *Business Segments* below and Note 26 - Segment Information and Note 27 - Revenue Recognition in the accompanying consolidated financial statements for further information.

### Business Segments

### Engineered Materials

| Products | Major End-Use Applications | Principal Competitors | Key Raw Materials |
| --- | --- | --- | --- |
| • Polyoxymethylene ("POM") • Ultra-high molecular weight polyethylene ("UHMW-PE") • Polybutylene terephthalate ("PBT") • Long-fiber reinforced thermoplastics ("LFRT") • Liquid crystal polymers ("LCP") • Thermoplastic elastomers ("TPE") • Nylon compounds or formulations • Polypropylene compounds or formulations • Polyphenylene sulfide ("PPS") • Acesulfame potassium ("Ace-K") • Potassium sorbate • Sorbic acid | • Automotive • Medical • Industrial • Energy storage • Consumer electronics • Appliances • Filtration equipment • Telecommunications • Beverages • Confections • Baked goods | • Ajinomoto Co. Inc. • Anhui Jinhe Industry Co., Ltd. • BASF SE • Daicel Corporation • E. I. du Pont de Nemours and Company • Koninklijke DSM N.V. • Nantong Acetic Acid Chemical Co., Ltd. • The NutraSweet Company • SABIC Innovative Plastics • Solvay S.A. • Suzhou Hope Technology Co., Ltd. • Tate & Lyle plc Other regional competitors: • Asahi Kasei Corporation • Braskem S.A. • Lanxess AG • Mitsubishi Gas Chemical Company, Inc. • Sumitomo Corporation • Teijin Limited • Toray Industries, Inc. | • Formaldehyde (for POM) • Ethylene (for UHMW-PE and TPE) • Polypropylene (for LFRT) • Fibers (for LFRT) • Acetic anhydride (for LCP) • Propylene (for TPE) • Styrene (for TPE) • Butadiene (for TPE) • PA6 (for nylon) • PA66 (for nylon) • Para-dichlorobenzene (for PPS) • Diketene (for Ace-K) For potassium sorbate and sorbic acid: • Acetic acid • Crotonaldehyde • Ethylene • Potassium hydroxide |

- ***Overview***

Our Engineered Materials segment includes our engineered materials business, our food ingredients business and certain strategic affiliates. The engineered materials business leverages our leading project pipeline model to more rapidly commercialize projects. Our unique approach is based on deep customer engagement to develop new projects that are aligned with our skill domains to address critical customer needs and ensure our success and growth.

Engineered Materials is a project-based business where growth is driven by increasing new project commercializations from the pipeline. Our project pipeline model leverages competitive advantages that include our global assets and resources, marketplace presence, broad materials portfolio and differentiated capabilities. Our global assets and resources are represented by our operations, including polymerization, compounding, research and development, and customer technology centers in all regions of the world, including Brazil, China, Germany, India, Italy, Japan, Mexico, South Korea, the United Kingdom and the US, along with sites associated with our four strategic affiliates in Japan, Malaysia, Saudi Arabia, South Korea and the US.

Our broad marketplace presence reflects our deep understanding of global and customer trends, including the growing global demand for more sophisticated vehicles, elevated environmental considerations, increased global connectivity, and improved health and wellness. These global trends drive a range of needed customer solutions, such as vehicle lightweighting, precise components, aesthetics and appearance, low emissions, heat resistance and low-friction for medical applications, that we are uniquely positioned to address with our materials portfolio. In addition, the opportunity pipeline process identifies a number of emerging trends early, enabling faster growth.

Our materials portfolio offers differentiated chemical and physical properties that enable them to perform in a variety of conditions. These include enduring a wide range of temperatures, resisting adverse chemical interactions and withstanding deformation. POM, PBT and LFRT are used in a broad range of performance-demanding applications, including fuel system components, automotive safety systems, consumer electronics, appliances, industrial products and medical applications.

UHMW-PE is used in battery separators, industrial products, filtration equipment, coatings and medical applications. Primary end uses for LCP are electrical applications or products and consumer electronics. Thermoplastic elastomers offer unique attributes for use in automotive, appliances, consumer goods, electrical, electronic and industrial applications. Nylon compounds are used in a range of applications including automotive, consumer, electrical, electronic and industrial. These value-added applications in diverse end uses support the business' global growth objectives.

We also have several differentiated polymer technologies designed for the utility industry, the oil and gas industry, original equipment manufacturers and companies that enhance supply chain efficiency. These include composite technologies for the utility industry that deliver greater reliability, capacity and performance for utility transmission lines.

Our differentiated capabilities are highlighted in our intimate and unique customer engagement which allows us to work across the entirety of our customers' value chain. For example, in the automotive industry we work with original equipment manufacturers as well as system and tier suppliers and injection molders in numerous areas, including polymer formulation and functionality, part and structural design, mold design, color development, part testing and part processing. This broad access allows us to create a demand pull for our solutions. This business segment also includes four strategic affiliates that complement our global reach, improve our ability to capture growth opportunities in emerging economies and positions us as a leading participant in the global specialty polymers industry.

We are a leading global supplier of Ace-K for the food and beverage industry and a leading producer of food protection ingredients, such as potassium sorbate and sorbic acid. We have over fifty years of experience in developing and marketing specialty ingredients for the food and beverage industry and are the only western producer of Ace-K. We have a production facility in Germany, with sales and distribution facilities in all major regions of the world.

On March 5, 2019, we announced the expansion of the thermoplastic co-polyester production unit at the Donegani facility in Ferrara, Italy to support continued growth of our engineered materials business. We expect to expand the production capacity of the unit further by adding a polymerization line to be completed in 2020.

On January 2, 2019, we completed the acquisition of 100% of the ownership interests of Next Polymers Ltd., an India-based engineering thermoplastics ("ETP") compounder. The acquisition strengthens our position in the Indian ETP market and further expands our global manufacturing footprint.

- ***Key Products***

***POM.*** Commonly known as polyacetal in the chemical industry, POM is sold by our engineered materials business under the trademarks Celcon® and Hostaform®. POM is used for diverse end-use applications in the automotive, industrial, consumer and medical industries. These applications include mechanical parts in automotive fuel system components and window lift systems, water handling, conveyor belts, sprinkler systems, drug delivery systems and gears in large and small home appliances.

We continue to innovate and broaden the portfolio of Celcon® and Hostaform® in order to support the industry needs for higher performing polyacetal. We have expanded our portfolio to include products with higher impact resistance and stiffness, low emissions, improved wear resistance and enhanced appearance such as laser marking and metallic effects.

Polyplastics Co., Ltd., our 45%-owned strategic affiliate ("Polyplastics"), and Korea Engineering Plastics Co., Ltd., our 50%-owned strategic affiliate ("KEPCO"), also manufacture POM and other engineering resins in the Asia-Pacific region.

The primary raw material for POM is formaldehyde, which is manufactured from methanol. Raw materials are sourced from internal production and from third parties, generally through long-term contracts.

Sales of POM amounted to 12%, 11% and 12% of our consolidated net sales for the years ended December 31, 2019, 2018 and 2017, respectively.

***UHMW-PE.*** Celanese is a global leader in UHMW-PE products, which are sold under the GUR® and VitalDose® trademarks. They are highly engineered thermoplastics designed for a variety of industrial, consumer and medical applications. Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes. Several specialty grades are also produced for applications in high performance filtration equipment, ballistic fibers, thermoplastic and elastomeric additives, as well as medical implants.

***Polyesters.*** Our products include a series of thermoplastic polyesters including Celanex® PBT and Thermx® PCT (polycyclohexylene-dimethylene terephthalate), as well as Riteflex®, a thermoplastic polyester elastomer. These products are used in a wide variety of automotive, electrical and consumer applications, including ignition system parts, radiator grilles, electrical switches, appliance and sensor housings, light emitting diodes and technical fibers.

***Nylon.*** Our nylon products include Nylfor® A (PA 6.6), Nylfor® B (PA 6), NILAMID® (PA 6, PA 66, PPA), FRIANYL® (flame retardant PA 6, PA 66, PPA compounds) and ECOMID® (recycled polyamide) and are used in automotive, appliances, industrial and consumer applications due to their mechanical properties, high impact resistance, resistance to organic solvents, high wear and fatigue resistance even at high temperatures, and easy processing and molding.

***LFRT.*** Celstran® and Factor®, our LFRT products, impart extra strength and stiffness, making them more suitable for larger parts than conventional thermoplastics. These products are used in automotive, transportation and industrial applications, such as instrument panels, consoles and front end modules. LFRTs meet a wide range of end-user requirements and are excellent candidates for metal replacement where they provide the required structural integrity with significant weight reduction, corrosion resistance and the potential to lower manufacturing costs.

***LCP.*** Vectra® and Zenite®, our LCP brands, are primarily used in electrical and electronics applications for precision parts with thin walls and complex shapes and applications requiring heat dissipation. They are also used in high heat cookware applications.

***TPE.*** Forprene®, Sofprene® T, Pibiflex® and Laprene®, our TPE brands, are primarily used in automotive, construction, appliances and consumer applications due to their ability to combine the advantages of both flexible and plastic materials. These materials are selected for their ability to stretch and return to their near original shape creating a longer life and better physical range than other materials.

***Polypropylene.*** Our polypropylene products include Polifor® and Tecnoprene® and are primarily used in automotive, appliances, electrical and consumer applications due to their high impact and fatigue resistance, exceptional rigidity at high temperatures and an ability to withstand chemical agents.

***Sunett® sweetener.*** Ace-K, a non-nutritive high intensity sweetener sold under the trademark Sunett®, is used in a variety of beverages, confections and dairy products throughout the world. Sunett® sweetener is the ideal blending partner for caloric and non-caloric sweeteners as it balances the sweetness profile. It is recognized in the food industry for its consistent product quality and reliable supply. The primary raw material for Sunett® is diketene.

***Food protection ingredients.*** Our food protection ingredients, potassium sorbate and sorbic acid, are mainly used in foods, beverages and personal care products.

- ***Customers***

Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries. We utilize our customer options mapping process to collaborate with our customers to identify customized solutions that leverage our broad range of polymers and technical expertise. Our engineered materials business has long-standing relationships through multi-year and annual arrangements with many of its major customers and utilizes distribution partners to expand its customer base. We primarily sell Sunett® sweetener to a limited number of large multinational and regional customers in the food and beverage industry under multi-year and annual contracts. Food protection ingredients are primarily sold through regional distributors to small and medium sized customers and directly to large multinational customers in the food industry.

Because Engineered Materials is a project-based business focused on solutions, the pricing of products in this segment is primarily based on the value-in-use and is generally independent of changes in the cost of raw materials. Therefore, in general, margins may expand or contract in response to changes in raw material costs.

See Note 27 - Revenue Recognition in the accompanying consolidated financial statements for further information.

### Acetate Tow

| Products | Major End-Use Applications | Principal Competitors | Key Raw Materials |
| --- | --- | --- | --- |
| • Acetate tow • Acetate flake | • Filtration • Films • Flexible packaging | • Cerdia • Daicel Corporation • Eastman Chemical Company • Mitsubishi Rayon Co., Ltd | • Wood pulp • Acetic acid • Acetic anhydride |

- ***Overview***

Our Acetate Tow business is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications. We hold an approximately 30% ownership interest in three separate ventures in China that produce acetate flake and acetate tow. China National Tobacco Corporation, a Chinese state-owned tobacco entity, has been our venture partner for over three decades. Our Acetate Tow business has production sites in Belgium and the US, along with sites at our three Acetate Tow strategic affiliates in China.

On June 28, 2019, we announced the consolidation of our global acetate manufacturing operations with the closure of our acetate flake manufacturing operations at the Ocotlán, Mexico facility. The closure is intended to strengthen our competitive position and align future production capacities with anticipated industry demand trends. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

- ***Key Products***

***Acetate tow and acetate flake.*** Acetate tow is a fiber used primarily in cigarette filters. In order to produce acetate tow, we first produce acetate flake by processing wood pulp with acetic acid and acetic anhydride. Wood pulp generally comes from reforested trees and is purchased externally from a variety of sources, and acetic anhydride is an intermediate chemical that we produce from acetic acid in our intermediate chemistry business. Acetate flake is then further processed into acetate tow.

Sales of acetate tow amounted to 9%, 8% and 10% of our consolidated net sales for the years ended December 31, 2019, 2018 and 2017, respectively.

- ***Customers***

Acetate tow is sold principally to the major tobacco companies that account for a majority of worldwide cigarette production.

The pricing of products within the Acetate Tow segment is sensitive to demand and is primarily based on the value-in-use. Many sales are conducted under contracts with pricing for one or more years. As a result, margins may expand or contract in response to changes in raw material costs over these similar periods, and we may be unable to adjust pricing due to other factors, such as the intense level of competition in the industry.

See Note 27 - Revenue Recognition in the accompanying consolidated financial statements for further information.

### Acetyl Chain

| Products | Major End-Use Applications | Principal Competitors | Key Raw Materials |
| --- | --- | --- | --- |
| **Intermediate chemistry** |  |  |  |
| • Acetic acid • VAM • Acetic anhydride • Acetaldehyde • Ethyl acetate • Formaldehyde • Butyl acetate | • Paints • Coatings • Adhesives • Lubricants • Pharmaceuticals • Films • Textiles • Inks • Plasticizers • Solvents | • BASF SE • BP PLC • Chang Chun Petrochemical Co., Ltd. • Daicel Corporation • DowDupont Inc. • Eastman Chemical Company • E. I. du Pont de Nemours and Company • Jiangsu Sopo (Group) Co., Ltd. • Kuraray Co., Ltd. • LyondellBasell Industries N.V. • Nippon Gohsei • Perstorp Inc. • Showa Denko K.K. | For acetic acid and Vinyl acetate monomer ("VAM"): • Carbon monoxide • Methanol • Ethylene For solvents and derivatives: • Methanol • Acetic acid |
| **Emulsion polymers** |  |  |  |
| • Conventional emulsions • Vinyl acetate ethylene ("VAE") emulsions | • Paints • Coatings • Adhesives • Textiles • Paper finishing | • BASF SE • Dairen Chemical Corporation • The Dow Chemical Company • Wacker Chemie AG | • VAM • Ethylene • Acrylate esters • Styrene |
| **EVA polymers** |  |  |  |
| • Ethylene vinyl acetate ("EVA") resins and compounds • Low-density polyethylene resins ("LDPE") | • Flexible packaging • Lamination products • Automotive parts • Hot melt adhesives | • Arkema • E. I. du Pont de Nemours and Company • ExxonMobil Chemical | • VAM • Ethylene |

- ***Overview***

The Acetyl Chain segment, which includes the integrated chain of intermediate chemistry, emulsion polymers and EVA polymers businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include traditional vinyl-based end uses, such as paints and coatings and adhesives, as well as other unique, high-value end uses including flexible packaging, thermal laminations, wire and cable, and compounds.

Our intermediate chemistry business produces and supplies acetyl products, including acetic acid, VAM, acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. Our intermediate chemistry business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.

We have focused in recent years on enhancing our ability to drive incremental value through our global production network and productivity initiatives as well as proactively managing the intermediate chemistry business in response to trade flows and prevailing industry trends. Our intermediate chemistry business has production sites in China, Germany, Mexico, Singapore and the US. We are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain. With decades of experience, advanced proprietary process technology and favorable capital and production costs, we are a leading global producer of acetic acid and VAM. AOPlus®3 technology extends our historical technology advantage and enables us to construct a greenfield acetic acid facility with a capacity of 1.8 million metric tons at a lower capital cost than our competitors. Our VAntage®2 technology could increase VAM capacity to meet growing customer demand globally with minimal investment. We believe our production technology is among the lowest cost in the industry and provides us with global growth opportunities through low cost expansions and a cost advantage over our competitors.

Our emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper. Our emulsion polymers products are sold under globally and regionally recognized brands including EcoVAE®, Mowilith®, Vinamul®, Celvolit®, Dur-O-Set®, TufCOR® and Avicor®. The emulsion polymers business has production facilities in Canada, China, Germany, the Netherlands, Singapore, Sweden and the US and is supported by expert technical service regionally.

Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of LDPE. Sold under the Ateva® brand, these products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting. Our EVA polymers business has a production facility in Canada.

Our intermediate chemistry business produces VAM, a primary raw material for our emulsion polymers and EVA polymers businesses. Ethylene, another key raw material, is purchased externally from a variety of sources through annual or multi-year contracts.

Our emulsion polymers business has experienced significant growth in Asia, and we have made investments to support continued growth in the region including production at our VAE emulsions unit in Singapore, supporting growing demand for ecologically friendly materials in Southeast Asia. In addition to geographic growth, the businesses are focused on supporting our overall manufacturing footprint strategy to increase value, such as integrating our production sites to provide critical economies of scale.

- ***Key Products***

***Acetyl Products.*** Acetyl products include acetic acid, VAM, acetic anhydride and acetaldehyde. Acetic acid is primarily used to manufacture VAM, purified terephthalic acid and other acetyl derivatives. VAM is used in a variety of adhesives, paints, films, coatings and textiles. Acetic anhydride is a raw material used in the production of cellulose acetate, detergents and pharmaceuticals. Acetaldehyde is a major feedstock for the production of a variety of derivatives, such as pyridines, which are used in agricultural products. We manufacture acetic acid, VAM and acetic anhydride for our own use in producing downstream, value-added products, as well as for sale to third parties.

Acetic acid and VAM, our basic acetyl intermediates products, leverage global supply and demand fundamentals. The principal raw materials in these products are carbon monoxide, methanol and ethylene. We generally purchase carbon monoxide under long-term contracts, and we now have the ability to produce carbon monoxide internally with the purchase of the synthesis gas unit from Linde AG. We generally purchase methanol and ethylene under both annual and multi-year contracts. Methanol and ethylene are commodity products and generally available from a wide variety of sources, while carbon monoxide is typically purpose-made in close proximity.

We have a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan ("Mitsui"), in which we own a 50% interest, for the production of methanol at our integrated chemical plant in Clear Lake, Texas. The methanol unit utilizes natural gas in the US Gulf Coast region as a feedstock. Almost all of our North American methanol needs are met from our share of the production, as well as the long-term contract we have with our joint venture partner, Mitsui.

On September 21, 2019, a localized fire occurred at our Clear Lake, Texas facility, resulting in damage to the carbon monoxide production unit. See *Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations* for further information.

On February 13, 2019, we completed the acquisition of a 365kt synthesis gas production unit from Linde AG, located at our Clear Lake, Texas facility. The acquisition further strengthens our capability of managing future productivity and growth in the production of acetic acid.

Sales from acetyl products amounted to 27%, 31% and 27% of our consolidated net sales for the years ended December 31, 2019, 2018 and 2017, respectively.

***Solvents and Derivatives.*** We manufacture a variety of solvents, formaldehyde and other chemicals, which in turn are used in the manufacture of paints, coatings, adhesives and other products. Many solvents and derivatives products are derived from our production of acetic acid. Primary products are:

- Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives;
- Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and
- Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.

***Emulsion Polymers.*** Our emulsion polymers business produces conventional vinyl- and acrylate-based emulsions and VAE emulsions. VAE emulsions are a key component of water-based architectural coatings, adhesives, non-wovens, textiles, glass fiber and other applications. VAE emulsions are in high demand in Europe and Asia as they enable low volatile organic compound paints, specifically in interior paints.

Sales from emulsion polymer products amounted to 14%, 13% and 13% of our consolidated net sales for the years ended December 31, 2019, 2018 and 2017, respectively.

***EVA Polymers.*** Our EVA polymers business produces low-density polyethylene, EVA resins and compounds. Low-density polyethylene is produced in high-pressure reactors from ethylene, while EVA resins and compounds are produced in high-pressure reactors from ethylene and VAM.

- ***Customers***

Our intermediate chemistry business sells its products both directly to customers and through distributors. Acetic acid, VAM and acetic anhydride are global businesses, and we generally supply our customers under a mix of short- and long-term agreements. Acetic acid, VAM and acetic anhydride customers produce polymers used in water-based paints, adhesives, paper coatings, polyesters, film modifiers, pharmaceuticals, cellulose acetate and textiles. We have long-standing relationships with most of these customers. Solvents and derivatives are sold to a diverse group of regional and multinational customers under multi-year contracts and on the basis of long-standing relationships. Solvents and derivatives customers are primarily engaged in the production of paints, coatings and adhesives. We manufacture formaldehyde for our own use as well as for sale to a few regional customers.

Emulsion and EVA polymers products are sold to a diverse group of regional and multinational customers. Customers of our emulsion polymers business are manufacturers of water-based paints and coatings, adhesives, paper, building and construction products, glass fiber, non-wovens and textiles. Customers of our EVA polymers business are engaged in the manufacture of a variety of products, including hot melt adhesives, automotive components, thermal laminations, and flexible and food packaging materials.

Pricing of our products within the Acetyl Chain segment is influenced by industry utilization and changes in the cost of raw materials. Therefore, in general, there is a direct correlation between these factors and our Net sales for most products. This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods.

See Note 27 - Revenue Recognition in the accompanying consolidated financial statements for further information.

### Other Activities

Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies. Our two wholly-owned captive insurance companies are a key component of our global risk management program, as well as a form of self-insurance for our liability and workers compensation risks. The captive insurance companies retain risk at levels approved by management and obtain reinsurance coverage from third parties to limit the net risk retained. One of the captive insurance companies also insures certain third-party risks. Other Activities also includes the interest cost, expected return on assets and net actuarial gains and losses components of our net periodic benefit cost for our defined benefit pension plans and other postretirement plans, which are not allocated to our business segments. Ongoing merger, acquisition and integration related costs are also included in Other Activities.

### Strategic Affiliates

Our strategic affiliates represent an important component of our strategy for accelerated growth and global expansion. We have a substantial portfolio of affiliates in various regions, including Asia-Pacific, North America and the Middle East. These affiliates, some of which date back as far as the 1960s, have sizeable operations and are significant within their industries.

With shared characteristics such as products, applications and manufacturing technology, these strategic affiliates complement and extend our technology and specialty materials portfolio. We have historically entered into these investments to gain access to local demand, minimize costs and accelerate growth in areas we believe have significant future business potential.

Our strategic affiliates contribute substantial earnings and cash flows to us. During the year ended December 31, 2019, our equity method strategic affiliates generated combined sales of $2.4 billion, resulting in our recording $157 million of equity in net earnings of affiliates and $143 million of dividends.

Our strategic affiliates as of December 31, 2019 are as follows:

| Equity Investments Engineered Materials | Location of Headquarters | Ownership | Partner(s) | Year Entered |
| --- | --- | ---: | --- | --- |
| National Methanol Company | Saudi Arabia | 25 % | Saudi Basic Industries Corporation (50%); Texas Eastern Arabian Corporation Ltd. (25%) | 1981 |
| KEPCO | South Korea | 50 % | Mitsubishi Gas Chemical Company, Inc. (40%); Mitsubishi Corporation (10%) | 1999 |
| Polyplastics | Japan | 45 % | Daicel Corporation (55%) | 1964 |
| Fortron Industries LLC | US | 50 % | Kureha America Inc. (50%) | 1992 |
| **Equity Investments Without Readily Determinable Fair Value** |  |  |  |  |
| Acetate Tow |  |  |  |  |
| Kunming Cellulose Fibers Co. Ltd. | China | 30 % | China National Tobacco Corporation (70%) | 1993 |
| Nantong Cellulose Fibers Co. Ltd. | China | 31 % | China National Tobacco Corporation (69%) | 1986 |
| Zhuhai Cellulose Fibers Co. Ltd. | China | 30 % | China National Tobacco Corporation (70%) | 1993 |

*National Methanol Company (Ibn Sina).* National Methanol Company represents approximately 1% of the world's methanol production capacity and is one of the world's largest producers of methyl tertiary-butyl ether, a gasoline additive. Its production facilities are located in Saudi Arabia. Saudi Basic Industries Corporation ("SABIC") is responsible for all product marketing. Methanol is a key feedstock for POM production and is produced by our Ibn Sina affiliate which provides an economic hedge against raw material costs in our engineered materials business.

*KEPCO.* KEPCO is the leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in Pyongtaek, South Korea, and participates with Polyplastics and Mitsubishi Gas Chemical Company, Inc. in a world-scale POM facility in Nantong, China.

*Polyplastics.* Polyplastics is a leading supplier of engineered plastics. Polyplastics is a manufacturer and/or marketer of POM, LCP and PPS, with principal production facilities located in Japan and Malaysia.

*Fortron Industries LLC.* Fortron Industries LLC ("Fortron") is a leading global producer of PPS, sold under the Fortron® brand, which is used in a wide variety of automotive and other applications, especially those requiring heat and/or chemical resistance. Fortron's facility is located in Wilmington, North Carolina. This venture combines our sales, marketing, distribution, compounding and manufacturing expertise with the PPS polymer technology expertise of Kureha America Inc.

*Acetate Tow strategic ventures.* Our Acetate Tow ventures generally fund their operations using operating cash flow and pay dividends based on each ventures' performance in the preceding year. In 2019, 2018 and 2017, we received cash dividends of $112 million, $112 million and $107 million, respectively.

Although our ownership interest in each of our Acetate Tow ventures exceeds 20%, we account for these investments at cost after considering observable price changes for similar instruments, minus impairment, if any, because we determined that we cannot exercise significant influence over these entities due to local government investment in and influence over these entities, limitations on our involvement in the day-to-day operations and the present inability of the entities to provide timely financial information prepared in accordance with generally accepted accounting principles in the United States of America. Further, these investments were determined not to have a readily determinable fair value.

### Other Equity Method Investments

*InfraServs.* We hold indirect ownership interests in several German InfraServ Groups that own and develop industrial parks and provide various technical and administrative services to tenants. Our ownership interest in the equity investments in InfraServ affiliates are as follows:

|  | As of December 31, 2019 (In percentages) |
| --- | ---: |
| InfraServ GmbH & Co. Gendorf KG | 30 |
| InfraServ GmbH & Co. Hoechst KG | 32 |
| YNCORIS GmbH & Co. KG(1) | 22 |

(1) Formerly known as InfraServ GmbH & Co. Knapsack KG.

### Intellectual Property

We attach importance to protecting our intellectual property, including safeguarding our confidential information and through our patents, trademarks and copyrights, in order to preserve our investment in research and development, manufacturing and marketing. Patents may cover processes, equipment, products, intermediate products and product uses. We also seek to register trademarks as a means of protecting the brand names of our Company and products.

*Patents.* In most industrial countries, patent protection exists for new substances and formulations, as well as for certain unique applications and production processes. However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce.

*Confidential Information.* We maintain stringent information security policies and procedures wherever we do business. Such information security policies and procedures include data encryption, controls over the disclosure and safekeeping of confidential information and trade secrets, as well as employee awareness training.

*Trademarks.* Amcel®, AOPlus®, Ateva®, Avicor®, Celanese®, Celanex®, Celanyl®, Celcon®, Celstran®, Celvolit®, Clarifoil®, Dur-O-Set®, ECOMID®, EcoVAE®, Factor®, Forprene®, FRIANYL®, Fortron®, GHR®, GUR®, Hostaform®, Laprene®, MetaLX®, Mowilith®, MT®, NILAMID®, Nutrinova®, Nylfor®, OmniLon®, Pibiflex®, Pibifor®, Pibiter®, Polifor®, Resyn®, Riteflex®, SlideX®, Sofprene®, Sofpur®, Sunett®, Talcoprene®, Tecnoprene®, Thermx®, TufCOR®, VAntage®, Vectra®, Vinac®, Vinamul®, VitalDose®, Zenite® and certain other branded products and services named in this document are registered or reserved trademarks or service marks owned or licensed by Celanese. The foregoing is not intended to be an exhaustive or comprehensive list of all registered or reserved trademarks and service marks owned or licensed by Celanese. Fortron® is a registered trademark of Fortron Industries LLC. Hostaform® is a registered trademark of Hoechst GmbH. Mowilith® and NILAMID® are registered trademarks of Celanese in most European countries.

We monitor competitive developments and defend against infringements on our intellectual property rights. Neither Celanese nor any particular business segment is materially dependent upon any one patent, trademark, copyright or trade secret.

### Environmental and Other Regulation

Matters pertaining to environmental and other regulations are discussed in *Item 1A. Risk Factors*, as well as Note 2 - Summary of Accounting Policies, Note 16 - Environmental and Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements.

### Employees

Our employees employed on a continuing basis throughout the world are as follows:

| North America | Employees as of December 31, 2019 |
| --- | ---: |
| US | 2,764 |
| Canada | 184 |
| Mexico | 572 |
| Total | **3,520** |
| **Europe** |  |
| Germany | 1,560 |
| Other Europe | 1,417 |
| Total | **2,977** |
| **Asia** | **1,083** |
| **Rest of World** | **134** |
| Total | **7,714** |

### Backlog

We do not consider backlog to be a significant indicator of the level of future sales activity. In general, we do not manufacture our products against a backlog of orders. Production and inventory levels are based on the level of incoming orders as well as projections of future demand. Therefore, we believe that backlog information is not material to understanding our overall business and should not be considered a reliable indicator of our ability to achieve any particular level of net sales or financial performance.

### Available Information — Securities and Exchange Commission ("SEC") Filings and Corporate Governance Materials

We make available free of charge, through our internet website (http://www.celanese.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as ownership reports on Form 3 and Form 4, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. References to our website in this report are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this report or incorporated into any other filings we make with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Celanese Corporation, that electronically file with the SEC at http://www.sec.gov.

We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors.

## Risk factors

As filed, 54,954 characters.

*Many factors could have an effect on our financial condition, cash flows and results of operations. We are subject to various risks resulting from changing economic, environmental, political, industry, business, financial and regulatory conditions. The factors described below represent our principal risks.*

### Risks Related to Our Business

***We are exposed to general economic, political and regulatory conditions and risks in the countries in which we have operations and customers.***

We operate globally and have customers in many countries. Our major facilities are primarily located in North America, Europe and Asia, and we hold interests in affiliates that operate in the United States ("US"), Germany, China, Japan, Malaysia, South Korea and Saudi Arabia. Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world market prices. Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other challenges such as the changing regulatory environment.

Our operations are also subject to global political conditions. For example, any future withdrawal or renegotiation of trade agreements, or the failure to reach agreement over trade agreements, or the imposition of new or increased tariffs on our products or raw materials, or the more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy. In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss. Furthermore, in certain cases where we benefit from local government subsidies or other undertakings, such benefits are subject to the solvency of local government entities and are subject to termination without meaningful recourse or remedies.

We have invested significant resources in China and other Asian countries. This region's growth may slow, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted.

In addition, we have significant operations and financial relationships based in Europe. Historically, sales originating in Europe have accounted for over one-third of our net sales. For example, in 2019, sales originating in Europe accounted for approximately 40% of our net sales. Adverse conditions in the European economy related to the United Kingdom's exit from the European Union ("EU") membership or otherwise may negatively impact our overall financial results due to reduced economic growth, decreased end-use customer demand or other factors.

***We are subject to risks associated with the increased volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results.***

We purchase significant amounts of ethylene, methanol, carbon monoxide and natural gas from third parties primarily for use in our production of basic chemicals in our intermediate chemistry business, principally acetic acid, vinyl acetate monomer ("VAM") and formaldehyde. We use a portion of our output of these chemicals, in turn, as inputs in the production of downstream products in all of our business segments. We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of acetate tow. The price of many of these items is dependent on the available supply of that item and may increase significantly as a result of uncertainties associated with war, terrorist activities, civil unrest, epidemics, pandemics, weather, natural disasters, the effects of climate change or political instability, plant or production disruptions, strikes or other labor unrest, breakdown or degradation of transportation infrastructure used in the delivery of raw materials and energy commodities, or changes in laws or regulations in any of the countries in which we have significant suppliers. In particular, to the extent of our vertical integration in the production of chemicals, shortages in the availability of raw material chemicals, such as natural gas, ethylene and methanol, or the loss of our dedicated supplies of carbon monoxide, may have an increased adverse impact on us as it can cause a shortage in intermediate and finished products. Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse financial results.

We are exposed to volatility in the prices of our raw materials and energy. Although we have long-term supply agreements, multi-year purchasing and sales agreements and forward purchase contracts providing for the supply of ethylene, methanol, carbon monoxide, wood pulp, natural gas and electricity, the contractual prices for these raw materials and energy can vary with economic conditions and may be highly volatile. In addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include:

- Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses;
- Capacity constraints, e.g., due to construction delays, labor disruption, involuntary shutdowns or turnarounds;
- The inability of a supplier to meet our delivery orders or a supplier's choice not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;
- The general level of business and economic activity; and
- The direct or indirect effect of governmental regulation (including the impact of government regulation relating to climate change).

If we are not able to fully offset the effects of higher energy and raw material costs through price increases, productivity improvements or cost reduction programs, or if such commodities become unavailable, it could have a significant adverse effect on our ability to timely and profitably manufacture and deliver our products resulting in reduced margins and adverse financial results.

We have a practice of maintaining, when available, multiple sources of supply for raw materials and services. However, some of our individual plants may have single sources of supply for some of their raw materials, such as carbon monoxide, steam and ethylene, or site services. Although we have been able to obtain sufficient supplies of raw materials and services, there can be no assurance that unforeseen developments will not affect our ability to source raw materials or services in the future. Even if we have multiple sources of supply for a raw material or a service, there can be no assurance that these sources can make up for the loss of a major supplier. Furthermore, if any sole source or major supplier were unable or unwilling to deliver a raw material or a service for an extended period of time, we may not be able to find an acceptable alternative or any such alternative could result in increased costs. It is also possible profitability will be adversely affected if we are required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier.

Almost all of our supply of methanol in North America is currently obtained from our joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan, in which we own a 50% interest, for the production of methanol at our integrated chemical plant in Clear Lake, Texas.

***Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands.***

A disruption in production at one or more of our manufacturing facilities, or our suppliers, could have a material adverse effect on our business. Disruptions could occur for many reasons, including fire, natural disasters, weather, unplanned maintenance or other manufacturing problems, disease, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance. If one of our key manufacturing facilities is unable to produce our products for an extended period of time, our sales may be reduced by the shortfall caused by the disruption and we may not be able to meet our customers' needs, which could cause them to seek other suppliers. In particular, production disruptions at our manufacturing facilities that produce chemicals used as inputs in the production of chemicals in other business segments, such as acetic acid, VAM and formaldehyde, could have a more significant adverse effect on our business and financial performance and results of operations to the extent of such vertical integration. Furthermore, to the extent a production disruption occurs at a manufacturing facility that has been operating at or near full capacity, the resulting shortage of our product could be particularly harmful because production at such manufacturing facility may not be able to reach levels achieved prior to the disruption. During 2019, production of acetic acid and VAM was disrupted due to a localized fire at our Clear Lake, Texas facility, which caused reduced sales and profits.

Disruptions or interruptions of production or operations could also occur due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the coronavirus outbreak), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather, natural disasters, or other crises including public health crises.

***Failure to develop new products and production technologies or to implement productivity and cost reduction initiatives successfully, may harm our competitive position.***

Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as process technologies, free of any legal restrictions. If we are unsuccessful in developing new products, applications and production processes in the future, including failing to leverage our opportunity pipeline in our Engineered Materials segment, our competitive position and operating results may be negatively affected. However, as we invest in new technology, we face the risk of unanticipated operational or commercialization difficulties, including an inability to obtain necessary permits or governmental approvals, the development of competing technologies, failure of facilities or processes to operate in accordance with specifications or expectations, construction delays, cost over-runs, the unavailability of financing, required materials or equipment and various other factors. Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings. These initiatives may not be completed or beneficial or the estimated cost savings from such activities may not be realized.

***Our business exposes us to potential product liability, warranty, and tort claims, and recalls, which could adversely affect our financial condition and performance.***

The development, manufacture and sale of specialty chemical products by us, including products produced for the food and beverage, cigarette, automobile, construction, aerospace, medical device and pharmaceutical industries, involves a risk of exposure to product liability, warranty, and tort claims, product recalls, product seizures and related adverse publicity. A product liability, warranty, or tort claim or judgment against us that is larger than those typically experienced in the regular course of business could also result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management's attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance that this type or the level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a significant partially or completely uninsured judgment against us could have a material adverse effect on our results of operations or financial condition. Although we have standard contracting policies and controls, we may not always be able to contractually limit our exposure to third party claims should our failure to perform result in downstream supply disruptions or product recalls.

***We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.***

Our products provide important performance attributes to our customers' products. If one of our products fails to perform in a manner consistent with applicable quality specifications, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as guaranteed. A successful claim or series of claims against us could have a material adverse effect on our financial condition and results of operations and could result in a loss of one or more key customers.

***Our future success depends in part on our ability to protect our intellectual property rights and our rights to use our intellectual property. Our inability to protect and enforce these rights could reduce our ability to maintain our industry position and our profit margins.***

We rely on our patents, trademarks, copyrights, know-how and trade secrets, and patents and other technology licensed from third parties, to protect our investment in research and development and our competitive commercial positions in manufacturing and marketing our products. We have adopted internal policies for protecting our know-how and trade secrets. In addition, our practice is to seek patent or trade secret protection for significant developments that provide us competitive advantages and freedom to practice for our businesses. Patents may cover catalysts, processes, products, intermediate products and product uses. These patents are usually filed in strategic countries throughout the world and provide varying periods and scopes of protection based on the filing date and the type of patent application. The legal life and scope of protection provided by a patent may vary among those countries in which we seek protection. As patents expire, the catalysts, processes, products, intermediate products and product uses described and claimed in those patents generally may become available for use by the public subject to our continued protection for associated know-how and trade secrets. We also monitor intellectual property of others, especially patents that could impact our rights to commercially implement research and development, our rights to manufacture and market our products, and our rights to use know-how and trade secrets. We will not intentionally infringe upon the valid intellectual property rights of others, and we will continue to assess and take actions as necessary to protect our positions. We also seek to register trademarks as a means of protecting the brand names of our products, which brand names become more important once the corresponding product or process patents have expired. We operate in regions of the world where intellectual property protection may be limited and difficult to enforce and our continued growth strategy may result in us seeking intellectual property protection in additional regions with similar challenges. We also monitor the trademarks of others and take action when our trademark rights are being infringed upon. If we are not successful in protecting or maintaining our patent, license, trademark or other intellectual property rights, or protecting our rights to commercially make, market and sell our products, our net sales, results of operations and cash flows may be adversely affected.

***Our business is exposed to risks associated with the creditworthiness of our suppliers, customers and business partners and the industries in which our suppliers, customers and business partners participate are cyclical in nature, both of which may adversely affect our business and results of operations.***

Our business is exposed to risks associated with the creditworthiness of our key suppliers, customers and business partners and reductions in demand for our customers' products. These risks include the interruption of production at the facilities of our customers, the reduction, delay or cancellation of customer orders, delays in or the inability of customers to obtain financing to purchase our products, delays in or interruptions of the supply of raw materials we purchase and bankruptcy of customers, suppliers or other creditors. Furthermore, some of the industries in which our end-use customers participate, such as the automotive, electrical, construction and textile industries, are highly competitive, to a large extent driven by end-use applications, and may experience overcapacity, all of which may affect demand for and the pricing of our products. In addition, many of these industries are cyclical in nature, thus posing risks to us that vary throughout the year. The occurrence of any of these events may adversely affect our cash flow, profitability and financial condition.

***Failure to comply with applicable laws or regulations and/or changes in applicable laws or regulations may adversely affect our business and financial results as a whole.***

We are subject to extensive international, national, state, local and other laws and regulations. Failure to comply with these laws, including antitrust and anticorruption laws, rules, regulations or court decisions, could expose us to fines, penalties and other costs. Although we have implemented policies and procedures designed to ensure compliance with these laws, rules, regulations and court decisions, there can be no assurance that our employees and business partners and other third parties acting on our behalf will comply with these laws, rules, regulations and court decisions, which could result in fines, penalties and costs and damage to our business reputation.

Moreover, changes in laws or regulations, including the more aggressive enforcement of such laws and regulations, such as unexpected changes in regulatory requirements (including import or export licensing requirements), or changes in reporting requirements of the US, Canadian, Mexican, German, EU or Asian governmental agencies, could increase the cost of doing business in these regions. In addition, enforcement of environmental or other governmental policy may result in plant shut downs or significantly decreased production, such as in China on high pollution days. Any of these conditions, including the failure to obtain or maintain operating permits for our business, may have an effect on our business and financial results as a whole and may result in volatile current and future prices for our products and raw materials. See Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

***Environmental regulations and other obligations relating to environmental matters could subject us to liability for fines, clean-ups and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs.***

Costs related to our compliance with environmental laws and regulations, and potential obligations with respect to sites currently or formerly owned or operated by us, may have a significant negative impact on our operating results. We also have obligations related to the indemnity agreement contained in the demerger and transfer agreement between Celanese GmbH and Hoechst AG for environmental matters arising out of certain divestitures that took place prior to the demerger.

Our operations are subject to extensive international, national, state, local and other laws and regulations that govern environmental and health and safety matters. We incur substantial capital and other costs to comply with these requirements. If we violate any one of those laws or regulations, we can be held liable for substantial fines and other sanctions, including limitations on our operations as a result of changes to or revocations of environmental permits involved. Stricter environmental, safety and health laws and regulations could result in substantial costs and liabilities to us or limitations on our operations. Consequently, compliance with these laws and regulations may negatively affect our earnings and cash flows in a particular reporting period. See *Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources* for further information.

***Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for our products.***

New or revised governmental regulations and independent studies relating to the effect of our products on health, safety or the environment may affect demand for our products and the cost of producing our products. In addition, products we produce, including VAM, formaldehyde and plastics derived from formaldehyde, may be classified and labeled in a manner that would adversely affect demand for such products. For example, in 2012 the International Agency for Research on Cancer ("IARC"), a research agency within the World Health Organization, classified formaldehyde as carcinogenic to humans (Group 1) based on epidemiological studies linking formaldehyde exposure to nasopharyngeal cancer, a rare cancer in humans, and leukemia. In 2011, a similar conclusion was reached by the National Toxicology Program ("NTP"), a U.S. inter-agency research program. We anticipate that the results of the IARC's and the NTP's reviews will continue to be examined and considered by government regulatory agencies with responsibility for setting worker and environmental exposure standards and labeling requirements.

Other initiatives potentially will require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These initiatives include the Frank R. Lautenberg Chemical Safety for the 21st Century Act which amended the Toxic Substances Control Act (TSCA), the United States primary chemicals management law, as well as various European Commission regulatory programs, such as REACH (Registration, Evaluation, Authorization and Restriction of Chemicals), and new initiatives in Asia and other regions. These assessments may result in heightened concerns about the chemicals involved and additional regulatory requirements being placed on the production, handling, labeling and/or use of the subject chemicals. Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products. Such a decrease in demand would likely have an adverse impact on our business and results of operations.

***Our production facilities, including facilities we own and/or operate and operations at our facilities owned and/or operated by third parties, handle the processing of some volatile and hazardous materials that subject us to operating and other risks that could have a negative effect on our operating results.***

Although we take precautions to enhance the safety of, and minimize the disruption to, our operations and operations at our facilities owned and/or operated by third parties, we are subject to operating and other risks associated with chemical manufacturing, including the storage and transportation of raw materials, finished products and waste. These risks include, among other things, pipeline and storage tank leaks and ruptures, explosions and fires and discharges or releases of toxic or hazardous substances. In addition, we may have limited control over operations at our facilities owned and/or operated by third parties or such operations may not be fully integrated into our safety programs.

These operating and other risks can cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties. The occurrence of any of these events may disrupt production and have a negative effect on the productivity and profitability of a particular manufacturing facility, our operating results and cash flows.

***US federal regulations aimed at increasing security at certain chemical production plants and similar legislation that may be proposed in the future, if passed into law, may increase our operating costs and cause an adverse effect on our results of operations.***

The Chemical Facility Anti-Terrorism Standards program ("CFATS Program"), which is administered by the Department of Homeland Security ("DHS"), identifies and regulates chemical facilities to ensure that they have security measures in place to reduce the risks associated with potential terrorist attacks on chemical plants located in the US. In December 2014, the Protecting and Securing Chemical Facilities from Terrorist Attacks Act of 2014 ("CFATS Act") was enacted. The CFATS Act reauthorizes the CFATS Program for four years. The CFATS Extension Act of 2019 ("HR 251") was signed into law by the President on January 19, 2019. HR 251 extends CFATS for 15 months, until April 19, 2020. This extension does not make any changes to the program and is intended to provide lawmakers the needed time to discuss improvements to CFATS and provides for a longer term authorization. DHS has released an interim final rule under the CFATS Program that imposes comprehensive federal security regulations for high-risk chemical facilities in possession of specified quantities of chemicals of interest. This rule establishes risk-based performance standards for the security of our nation's chemical facilities. It requires covered chemical facilities to prepare Security Vulnerability Assessments, which identify facility security vulnerabilities, and to develop and implement Site Security Plans, which include measures that satisfy the identified risk-based performance standards. We cannot determine with certainty the costs associated with any security measures that DHS may require.

***We are subject to risks associated with possible climate change legislation, regulation and international accords.***

Greenhouse gas emissions have become the subject of a large amount of international, national, regional, state and local attention. For example, the Environmental Protection Agency has promulgated rules concerning greenhouse gas emissions and cap and trade initiatives to limit greenhouse gas emissions have been introduced in the EU. In addition, regulation of greenhouse gas also could occur pursuant to future treaty obligations, statutory or regulatory changes or new climate change legislation. As such, future environmental legislative and regulatory developments related to climate change are possible, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs.

***Our business and financial results may be adversely affected by various legal and regulatory proceedings.***

We are involved in legal and regulatory proceedings, lawsuits, claims and investigations in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcome of existing proceedings, lawsuits, claims and investigations may differ from our expectations because the outcomes of such proceedings, including regulatory matters, are often difficult to reliably predict. Various factors or developments can lead us to change current estimates of liabilities and related insurance receivables where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments, or changes in applicable law. A future adverse ruling, settlement, or unfavorable development could result in charges that could have a material adverse effect on our business, results of operations or financial condition in any particular period. See Note 16 - Environmental and Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

***Changes in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results.***

Our future effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world. The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. For example, the European Commission has been conducting investigations focusing on whether local country tax rulings or tax legislation provide preferential tax treatment that violates EU state aid rules. In addition, the Organization of Economic Cooperation and Development, which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting project, which is focused on a number of issues, including the shifting of profits among affiliated entities located in different tax jurisdictions. Furthermore, a number of countries where we do business, including the US and many countries in the EU, have changed or are considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to multinational corporations. The increasingly complex global tax environment could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

On December 31, 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted and was effective January 1, 2018. This overhaul of the US tax law made a number of substantial changes, including the reduction of the corporate tax rate from 35% to 21%, establishing a dividends received deduction for dividends paid by foreign subsidiaries to the US, elimination or limitation of certain deductions (interest, domestic production activities and executive compensation), imposing a mandatory tax on previously unrepatriated earnings accumulated offshore since 1986 and establishing global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments. The US Treasury issued several proposed and final regulations supplementing the TCJA in 2018 and 2019. The final foreign tax credit regulations and base erosion tax regulations issued in 2019 did not have a material impact to our 2019 tax rate, and we do not expect a material impact upon final adoption of the interest expense limitation regulations or the additional proposed foreign tax credit regulations, if adopted in current form. See Note 19 - Income Taxes in the accompanying consolidated financial statements for further information.

Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax holidays or rulings, changes in the assessment regarding the realization of deferred tax assets, or changes in tax laws and regulations or their interpretation. We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results.

***Our significant non-US operations expose us to global exchange rate fluctuations that could adversely impact our profitability.***

We conduct a significant portion of our operations outside the US. Consequently, fluctuations in currencies of other countries, especially the Euro, may materially affect our operating results. Because our consolidated financial statements are presented in US dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into US dollars based on average exchange rates prevailing during the reporting period or the exchange rate at the end of that period. Therefore, increases or decreases in the value of the US dollar against other major currencies will affect our net operating revenues, operating income and the cost of balance sheet items denominated in foreign currencies. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value received for the sale of our goods versus those of our competitors.

In addition to currency translation risks, we incur a currency transaction risk whenever one of our operating subsidiaries enters into a purchase or sales transaction using a currency different from the operating subsidiary's functional currency. Given the volatility of exchange rates, particularly the strengthening of the US dollar against major currencies or the currencies of large developing countries, we may not be able to manage our currency transaction and translation risks effectively.

We use financial instruments to hedge certain exposure to foreign currency fluctuations, but those hedges in most cases cover existing balance sheet exposures and not future transactional exposures. We cannot guarantee that our hedging strategies will be effective. In addition, the use of financial instruments creates counterparty settlement risk. Failure to effectively manage these risks could have an adverse impact on our financial position, results of operations and cash flows.

***We are subject to information technology security threats that could materially affect our business.***

We have been and will continue to be subject to advanced persistent information technology security threats. While some unauthorized access to our information technology systems occurs, we believe to date these threats have not had a material impact on our business. We seek to detect and investigate these security incidents and to prevent their recurrence but in some cases we might be unaware of an incident or its magnitude and effects. The theft, mis-use or publication of our intellectual property and/or confidential business information or the compromising of our systems or networks could harm our competitive position, cause operational disruption, reduce the value of our investment in research and development of new products and other strategic initiatives or otherwise adversely affect our business or results of operations. To the extent that any security breach results in inappropriate disclosure of our employees', customers' or vendors' confidential information, we may incur liability as a result. Although we attempt to mitigate these risks by employing a number of measures, including monitoring of our systems and networks, and maintenance of backup and protective systems, our systems, networks, products and services remain potentially vulnerable to increasingly sophisticated advanced persistent threats that may have a material effect on our business. In addition, the devotion of additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.

***Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.***

We rely heavily on our management team. Accordingly, our success depends on our ability to attract and retain key personnel. The inability to recruit and retain key personnel or the unexpected loss of key personnel may adversely affect our operations. In addition, because of our reliance on our management team, our future success depends in part on our ability to identify and develop talent to succeed senior management. The retention of key personnel and appropriate senior management succession planning will continue to be important to the successful implementation of our strategies.

***Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost.***

The cost of our pension plans is incurred over long periods of time and involves many uncertainties during those periods of time. Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level and value of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations. The combined impact of these changes will affect the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. In recent years, an extended duration strategy in the asset portfolio has been implemented in some plans to reduce the influence of liability volatility due to changes in interest rates. If the funded status of a pension plan declines, we may be required to make unscheduled contributions in addition to those contributions for which we have already planned.

***Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the US.***

As of December 31, 2019, we had 7,714 employees globally. Approximately 16% of our 2,764 US-based employees are unionized. In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other employment rights than the laws of the US. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor agreements. Most of our employees in Europe are represented by workers councils and/or unions that must approve any changes in terms and conditions of employment, including potentially salaries and benefits. They may also impede efforts to restructure our workforce. Although we believe we have a good working relationship with our employees and their legal representatives, a strike, work stoppage, or slowdown by our employees could occur, resulting in a disruption of our operations or higher ongoing labor costs.

***We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility.***

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close or divest all or part of a manufacturing plant or facility. We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

***We may not be able to complete future acquisitions or joint venture transactions or successfully integrate them into our business, which could adversely affect our business or results of operations.***

As part of our growth strategy, we intend to pursue acquisitions and joint venture opportunities. Successful accomplishment of this objective may be limited by the availability and suitability of acquisition candidates, the ability to obtain regulatory approvals necessary to consummate a planned transaction, and by our financial resources, including available cash and borrowing capacity. Acquisitions and joint venture transactions involve numerous risks, including difficulty determining appropriate valuation, integrating operations, technologies, services and products of the acquired lines or businesses, personnel turnover and the diversion of management's attention from other business matters. In addition, we may be unable to achieve anticipated benefits from these transactions in the time frame that we anticipate, or at all, which could adversely affect our business or results of operations.

***The insurance coverage that we maintain may not fully cover all operational risks.***

We maintain property, business interruption and casualty insurance but such insurance may not cover all of the risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In the future, the types of insurance we obtain and the level of coverage we maintain may be inadequate or we may be unable to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost.

***Differences in views with our joint venture participants may cause our joint ventures not to operate according to their business plans, which may adversely affect our results of operations.***

We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. The nature of a joint venture requires us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. If these differences cause the joint ventures to deviate from their business plans or to fail to achieve their desired operating performance, our results of operations could be adversely affected.

### Risks Related to Our Indebtedness

***Our level of indebtedness and other liabilities could diminish our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, limit our ability to react to changes in the economy or the chemicals industry and prevent us from meeting obligations under our indebtedness.***

See Note 14 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 13 - Noncurrent Other Liabilities, Note 15 - Benefit Obligations, Note 16 - Environmental and Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations.

Our level of indebtedness and other liabilities could have important consequences, including:

- Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that are determined to be material adverse events under our existing senior credit agreement (the "Credit Agreement") or our indentures (the "Indentures") governing our $400 million in aggregate principal amount of 5.875% senior unsecured notes due 2021, $500 million in aggregate principal amount of 4.625% senior unsecured notes due 2022, €750 million in aggregate principal amount of 1.125% senior unsecured notes due 2023, $500 million in aggregate principal amount of 3.500% senior unsecured notes due 2024, €300 million in aggregate principal amount of 1.250% senior unsecured notes due 2025 and €500 million in aggregate principal amount of 2.125% senior unsecured notes due 2027 (collectively, the "Senior Notes");
- Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock, par value $0.0001 per share ("Common Stock");
- Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
- Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies;
- Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
- Limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; and
- Limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.

***We may incur additional indebtedness in the future, which could increase the risks described above.***

Although covenants under the Credit Agreement and the Indentures limit our ability to incur certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we could incur in compliance with these restrictions could be significant. To the extent that we incur additional indebtedness, the risks associated with our debt described above, including our possible inability to service our debt, including the Senior Notes, would increase.

***Our variable rate and euro denominated indebtedness subjects us to interest rate risk and foreign currency exchange rate risk, which could cause our debt service obligations to increase significantly and affect our operating results.***

Certain of our borrowings are at variable rates of interest or are euro denominated, which exposes us to interest rate risk and currency exchange rate risk, respectively. See *Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources, Item 7A. Quantitative and Qualitative Disclosures About Market Risk* below and Note 22 - Derivative Financial Instruments in the accompanying consolidated financial statements for further information.

***We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.***

Our ability to make scheduled payments on or to refinance our debt obligations depends on the financial condition and operating performance of our subsidiaries, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.

***Restrictive covenants in our debt agreements may limit our ability to engage in certain transactions and may diminish our ability to make payments on our indebtedness or pay dividends.***

The Credit Agreement, the Indentures and the Receivables Purchase Agreement (the "Purchase Agreement") governing our receivables securitization facility each contain various covenants that limit our ability to engage in specified types of transactions. The Credit Agreement contains covenants including, but not limited to, restrictions on our ability to incur additional debt; incur liens securing debt; enter into sale-leaseback transactions; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of its subsidiaries.

In addition, the Indentures limit Celanese US Holdings LLC ("Celanese US") and certain of its subsidiaries' ability to, among other things, incur liens securing debt; enter into sale-leaseback transactions; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of Celanese US's assets or the assets of its restricted subsidiaries.

The Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell certain assets; prepay or modify certain indebtedness; and engage in other businesses.

Such restrictions in our debt obligations could result in us having to obtain the consent of our lenders and holders of the Senior Notes in order to take certain actions. Disruptions in credit markets may prevent us from obtaining or make it more difficult or more costly for us to obtain such consents. Our ability to expand our business or to address declines in our business may be limited if we are unable to obtain such consents.

A breach of any of these covenants could result in a default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, a default under the Credit Agreement could permit lenders to accelerate the maturity of our indebtedness under the Credit Agreement and to terminate any commitments to lend. If the lenders under the Credit Agreement accelerate the repayment of such indebtedness, we may not have sufficient liquidity to repay such amounts or our other indebtedness, including the Senior Notes. In such event, we could be forced into bankruptcy or liquidation.

***Celanese and Celanese US are holding companies and depend on subsidiaries to satisfy their obligations under the Senior Notes and the guarantee of Celanese US's obligations under the Senior Notes and the Credit Agreement by Celanese.***

As holding companies, Celanese and Celanese US conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. Consequently, the principal source of cash to pay Celanese and Celanese US's obligations, including obligations under the Senior Notes and the guarantee of Celanese US's obligations under the Credit Agreement and the Indentures by Celanese, is the cash that our subsidiaries generate from their operations. We cannot assure that our subsidiaries will be able to, or be permitted to, make distributions to enable Celanese US and/or Celanese to make payments in respect of their obligations. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of our debt instruments may limit our subsidiaries' ability to distribute cash to Celanese US and Celanese. While the Credit Agreement and the Indentures limit the ability of our subsidiaries to put restrictions on paying dividends or making other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which may have the effect of significantly restricting the applicability of those limits. In the event Celanese US and/or Celanese do not receive distributions from our subsidiaries, Celanese US and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreement, the Indentures, the guarantee of Celanese US's obligations under the Credit Agreement and the Indentures by Celanese, or our other indebtedness.

## Properties

As filed, 3,634 characters.

### Description of Property

We own or lease numerous production and manufacturing facilities throughout the world. We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth a list of our principal offices, production and other facilities throughout the world as of December 31, 2019.

| Site | Leased/Owned | Products/Functions |
| --- | --- | --- |
| **Corporate Offices** |  |  |
| Amsterdam, Netherlands | Leased | Administrative offices |
| Budapest, Hungary | Leased | Administrative offices |
| Irving, Texas, US | Leased | Corporate headquarters |
| Nanjing, China | Leased | Administrative offices |
| Shanghai, China | Leased | Administrative offices |
| Sulzbach, Germany | Leased | Administrative offices |
| **Engineered Materials** |  |  |
| Auburn Hills, Michigan, US | Leased | Automotive Development Center |
| Bishop, Texas, US | Owned | Polyoxymethylene ("POM"), Ultra-high molecular weight polyethylene ("UHMW-PE"), Compounding |
| Evansville, Indiana, US | Owned | Compounding |
| Ferrara, Italy | Leased | Compounding |
| Florence, Kentucky, US | Owned | Compounding |
| Forli, Italy | Leased | Compounding |
| Kaiserslautern, Germany(1) | Leased | Long-fiber reinforced thermoplastics ("LFRT") |
| Nanjing, China(2) | Owned | LFRT, UHMW-PE, Compounding |
| Oberhausen, Germany(1) | Leased | UHMW-PE |
| Shelby, North Carolina, US | Owned | LCP |
| Silao, Mexico | Leased | Compounding |
| Silvassa, Gurjarat, India | Owned | Compounding |
| Suzano, Brazil(1) | Leased | Compounding |
| Utzenfeld, Germany | Owned | Compounding |
| **Acetate Tow** |  |  |
| Lanaken, Belgium | Owned | Acetate tow |
| Narrows, Virginia, US | Owned | Acetate tow, Acetate flake |

25

| Site | Leased/Owned | Products/Functions |
| --- | --- | --- |
| **Acetyl Chain** |  |  |
| Bay City, Texas, US(1) | Leased | Vinyl acetate monomer ("VAM") |
| Bishop, Texas, US | Owned | Formaldehyde, Paraformaldehyde |
| Boucherville, Quebec, Canada | Owned | Conventional emulsions |
| Cangrejera, Mexico | Owned | Acetic anhydride, Ethyl acetate, Acetone derivatives |
| Clear Lake, Texas, US(3) | Owned | Acetic acid, VAM, Methanol |
| Edmonton, Alberta, Canada | Owned | Low-density polyethylene resins, Ethylene vinyl acetate |
| Enoree, South Carolina, US | Owned | Conventional emulsions, Vinyl acetate ethylene ("VAE") emulsions |
| Geleen, Netherlands | Owned | VAE emulsions |
| Jurong Island, Singapore(1) | Leased | Acetic acid, Butyl acetate, Ethyl acetate, VAE emulsions, VAM |
| Nanjing, China(2) | Owned | Acetic acid, Acetic anhydride, Conventional emulsions, VAE emulsions, VAM |
| Perstorp, Sweden | Owned | Conventional emulsions, VAE emulsions |

(1) Celanese owns the assets on this site and leases the land through the terms of a long-term land lease.

(2) Multiple Celanese business segments conduct operations at the Nanjing facility. Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 46 to 50 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.

(3) Methanol is produced by our joint venture, Fairway Methanol LLC, in which Celanese owns a 50% interest.

Celanese also has entered into strategic ventures with partners in various locations around the world. See *Item 1. Business* for a discussion of our investments in affiliates and their respective site locations.

## Legal proceedings

As filed, 1,284 characters.

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 16 - Environmental and Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. See *Item 1A. Risk Factors* for certain risk factors relating to these legal proceedings.

## Management's discussion and analysis

As filed, 53,383 characters.

*In this Annual Report on Form 10-K ("Annual Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese US" refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.*

*The following discussion should be read in conjunction with the accompanying consolidated financial statements and notes to the consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").*

*Investors are cautioned that the forward-looking statements contained in this section and other parts of this Annual Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below.*

### Forward-Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Annual Report contain certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. See "*Special Note Regarding Forward-Looking Statements"* at the beginning of this Annual Report for further discussion.

### Risk Factors

*Item 1A. Risk Factors* of this Annual Report also contains a description of certain risk factors that you should consider which could significantly affect our financial results. In addition, the following factors could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, among other things:

- changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
- the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
- changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
- the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
- the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
- the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
- increased price competition and the introduction of competing products by other companies;
- the ability to identify desirable potential acquisition targets and to consummate acquisition or investment transactions, including obtaining regulatory approvals, consistent with our strategy;
- market acceptance of our technology;
- the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
- changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations that may impact recorded or future tax impacts associated with the Tax Cuts and Jobs Act (the "TCJA");
- changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
- compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the coronavirus outbreak), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather, natural disasters, or other crises including public health crises;
- potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change;
- potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
- changes in currency exchange rates and interest rates;
- our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
- various other factors, both referenced and not referenced in this Annual Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Annual Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

### Results of Operations

#### Financial Highlights

*(In $ millions, except percentages)*

| Statement of Operations Data | Year Ended December 31, 2019 | 2018 | Change |
| --- | ---: | ---: | ---: |
| Net sales | 6,297 | 7,155 | (858) |
| Gross profit | 1,606 | 1,972 | (366) |
| Selling, general and administrative ("SG&A") expenses | (483) | (546) | 63 |
| Other (charges) gains, net | (203) | 9 | (212) |
| Operating profit (loss) | 834 | 1,334 | (500) |
| Equity in net earnings (loss) of affiliates | 182 | 233 | (51) |
| Non-operating pension and other postretirement employee benefit (expense) income | (20) | (62) | 42 |
| Interest expense | (115) | (125) | 10 |
| Refinancing expense | (4) | (1) | (3) |
| Dividend income - equity investments | 113 | 117 | (4) |
| Earnings (loss) from continuing operations before tax | 988 | 1,510 | (522) |
| Earnings (loss) from continuing operations | 864 | 1,218 | (354) |
| Earnings (loss) from discontinued operations | (6) | (5) | (1) |
| Net earnings (loss) | 858 | 1,213 | (355) |
| Net earnings (loss) attributable to Celanese Corporation | 852 | 1,207 | (355) |
| **Other Data** |  |  |  |
| Depreciation and amortization | 352 | 343 | 9 |
| SG&A expenses as a percentage of Net sales | 7.7% | 7.6% |  |
| Operating margin(1) | 13.2% | 18.6% |  |
| Other (charges) gains, net |  |  |  |
| Restructuring | (23) | (4) | (19) |
| Asset impairments | (83) | — | (83) |
| Plant/office closures | (4) | 13 | (17) |
| Commercial disputes | (4) | — | (4) |
| European Commission investigation | (89) | — | (89) |
| Total Other (charges) gains, net | (203) | 9 | (212) |

(1) Defined as Operating profit (loss) divided by Net sales.

| Balance Sheet Data | As of December 31, 2019 (In $ millions) | 2018 |
| --- | ---: | ---: |
| Cash and cash equivalents | 463 | 439 |
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 496 | 561 |
| Long-term debt, net of unamortized deferred financing costs | 3,409 | 2,970 |
| Total debt | 3,905 | 3,531 |

34

### Factors Affecting Business Segment Net Sales

The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

|  | Volume (In percentages) | Price | Currency | Other | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Engineered Materials | (5) | — | (3) | — | (8) |
| Acetate Tow | (2) | — | — | — | (2) |
| Acetyl Chain | (1) | (13) | (2) | — | (16) |
| Total Company | (3) | (7) | (2) | — | (12) |

### Pension and Postretirement Benefit Plan Costs

The increase (decrease) in pension and other postretirement plan net periodic benefit cost for each of our business segments is as follows:

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

|  | Engineered Materials (In $ millions) | Acetate Tow | Acetyl Chain | Other Activities | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Service cost | — | — | (1) | — | (1) |
| Interest cost and expected return on plan assets | — | — | — | 36 | 36 |
| Amortization of prior service credit | — | — | — | — | — |
| Special termination benefit | — | — | — | (1) | (1) |
| Recognized actuarial (gain) loss | — | — | — | (78) | (78) |
| Curtailment / settlement (gain) loss | — | — | 1 | — | 1 |
| Total | — | — | — | (43) | (43) |

See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.

### Consolidated Results

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net sales decreased $858 million, or 12.0%, for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower pricing in our Acetyl Chain segment;
- an unfavorable currency impact in our Acetyl Chain and Engineered Materials segments; and
- lower volume in our Engineered Materials segment, primarily due to slower global economic conditions and customer destocking.

Selling, general and administrative expenses decreased $63 million, or 11.5% for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower incentive compensation costs and project spending of $48 million in our Other Activities segment.

Operating profit decreased $500 million, or 37.5% for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower Net sales across all of our segments; and
- an unfavorable impact to Other (charges) gains, net. During the year ended December 31, 2019, we recorded a reserve of $89 million in our Other Activities segment as a result of information learned from the European Commission's competition law investigation involving certain subsidiaries of Celanese with respect to certain past ethylene purchases. Additionally, during the year ended December 31, 2019, we recorded an $83 million long-lived asset impairment loss in our Acetate Tow segment related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico. See Note 4 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information;

partially offset by:

- lower raw material costs within our Acetyl Chain segment; and
- lower SG&A expenses.

On September 21, 2019, a localized fire occurred at our Clear Lake, Texas facility, resulting in damage to the carbon monoxide production unit, for which we recorded accelerated depreciation expense, fixed overhead, clean-up and repair costs of approximately $39 million in our Acetyl Chain segment during the year ended December 31, 2019.

Equity in net earnings (loss) of affiliates decreased $51 million for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- a decrease in equity investment in earnings of $28 million from our Ibn Sina strategic affiliate, primarily as a result of plant turnaround activity and lower pricing for methanol; and
- a decrease in equity investment in earnings of $20 million from our Polyplastics Co., Ltd. ("Polyplastics") strategic affiliate as a result of softer market conditions in China.

Non-operating pension and other postretirement employee benefit expense decreased $42 million during the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- a decrease in recognized actuarial loss of $78 million as a result of higher asset returns, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from 3.8% to 2.8%. See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.

Our effective income tax rate for the year ended December 31, 2019 was 13% compared to 19% for the year ended 2018. The lower effective income tax rate for the year ended December 31, 2019 compared to the same period in 2018 was primarily due to a valuation allowance provided against Luxembourg net operating loss carryforwards in 2018. In addition, the 2019 effective income tax rate benefited from the favorable impact of a 2019 release of valuation allowances due to higher projected utilization of foreign tax credit carryforwards. See Note 19 - Income Taxes in the accompanying consolidated financial statements for further information.

Discussion of our financial condition and results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017 can be found in *Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations* in our Annual Report on Form 10-K for the year ended December 31, 2018.

### Business Segments

### Engineered Materials

*(In $ millions, except percentages)*

|  | Year Ended December 31,% 2019 | 2018 | Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | 2,386 | 2,593 | (207) | (8.0)% |
| **Net Sales Variance** |  |  |  |  |
| Volume | (5)% |  |  |  |
| Price | —% |  |  |  |
| Currency | (3)% |  |  |  |
| Other | —% |  |  |  |
| Other (charges) gains, net | 5 | — | 5 | 100.0% |
| Operating profit (loss) | 446 | 460 | (14) | (3.0)% |
| Operating margin | 18.7% | 17.7% |  |  |
| Equity in net earnings (loss) of affiliates | 168 | 218 | (50) | (22.9)% |
| Depreciation and amortization | 131 | 126 | 5 | 4.0% |

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net sales decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower volume within our base business driven by slower global economic conditions and customer destocking; and
- an unfavorable currency impact resulting from a weaker Euro relative to the US dollar.

Operating profit decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower Net sales;

partially offset by:

- lower energy costs of $19 million, primarily for steam;
- lower spending costs of $10 million, primarily related to productivity initiatives; and
- a favorable impact of $5 million to Other (charges) gains, net. During the year ended December 31, 2019, we recorded a $15 million gain related to a settlement of a commercial dispute from a previous acquisition, partially offset by $10 million in employee termination benefits, primarily related to business optimization projects. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information.

Equity in net earnings (loss) of affiliates decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- a decrease in equity investment in earnings of $28 million from our Ibn Sina strategic affiliate, primarily as a result of plant turnaround activity and lower pricing for methanol; and
- a decrease in equity investment in earnings of $20 million from our Polyplastics strategic affiliate as a result of softer market conditions in China.

On January 2, 2019, we completed the acquisition of 100% of the ownership interests of Next Polymers Ltd., an India-based engineering thermoplastics ("ETP") compounder. The acquisition strengthens our position in the Indian ETP market and further expands our global manufacturing footprint.

### Acetate Tow

*(In $ millions, except percentages)*

|  | Year Ended December 31,% 2019 | 2018 | Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | 636 | 649 | (13) | (2.0)% |
| **Net Sales Variance** |  |  |  |  |
| Volume | (2)% |  |  |  |
| Price | —% |  |  |  |
| Currency | —% |  |  |  |
| Other | —% |  |  |  |
| Other (charges) gains, net | (88) | (2) | (86) | (4,300.0)% |
| Operating profit (loss) | 52 | 130 | (78) | (60.0)% |
| Operating margin | 8.2% | 20.0% |  |  |
| Dividend income - equity investments | 112 | 116 | (4) | (3.4)% |
| Depreciation and amortization | 45 | 58 | (13) | (22.4)% |

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net sales decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower acetate tow volume due to lower global industry utilization.

Operating profit decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- an unfavorable impact of $86 million to Other (charges) gains, net. During the year ended December 31, 2019, we recorded an $83 million long-lived asset impairment loss related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico. We expect to incur additional exit and shutdown costs related to Ocotlán, Mexico of approximately $12 million through the first quarter of 2021. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information; and
- lower Net sales;

partially offset by:

- lower energy costs of $18 million, primarily related to lower natural gas prices and the closure of our manufacturing operations in Ocotlán, Mexico; and
- higher accelerated depreciation and amortization expense of $13 million in 2018 related to the closure of our acetate tow manufacturing unit in Ocotlán, Mexico.

### Acetyl Chain

*(In $ millions, except percentages)*

|  | Year Ended December 31,% 2019 | 2018 | Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | 3,392 | 4,042 | (650) | (16.1)% |
| **Net Sales Variance** |  |  |  |  |
| Volume | (1)% |  |  |  |
| Price | (13)% |  |  |  |
| Currency | (2)% |  |  |  |
| Other | —% |  |  |  |
| Other (charges) gains, net | (3) | 11 | (14) | (127.3)% |
| Operating profit (loss) | 678 | 1,024 | (346) | (33.8)% |
| Operating margin | 20.0% | 25.3% |  |  |
| Equity in net earnings (loss) of affiliates | 4 | 6 | (2) | (33.3)% |
| Depreciation and amortization | 161 | 148 | 13 | 8.8% |

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net sales decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower pricing for most of our products, primarily due to reduced customer demand in Asia, an overall deflationary environment for raw materials, and limited outage and curtailment activity;
- an unfavorable currency impact, primarily related to a weaker Euro relative to the US dollar; and
- lower volume due to reduced customer demand for acetic acid in all regions, mostly offset by higher volume for VAM due to expansion in the western hemisphere.

Operating profit decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- lower Net sales;
- higher spending costs of $15 million, primarily related to incremental costs at our Clear Lake, Texas facility resulting from a localized fire;
- an unfavorable impact of $14 million to Other (charges) gains, net. During the year ended December 31, 2018, we received a $13 million non-income tax receivable refund from Nanjing, China, which did not recur in the current year. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information; and
- higher accelerated depreciation and amortization expense of $13 million, primarily related to damage to the carbon monoxide production unit from a localized fire at our Clear Lake, Texas facility;

partially offset by:

- lower raw material costs for methanol, ethylene and acetic acid, which combined represents more than three-fourths of the decrease.

### Other Activities

*(In $ millions, except percentages)*

|  | Year Ended December 31,% 2019 | 2018 | Change | Change |
| --- | ---: | ---: | ---: | ---: |
| Other (charges) gains, net | (117) | — | (117) | (100.0)% |
| Operating profit (loss) | (342) | (280) | (62) | (22.1)% |
| Equity in net earnings (loss) of affiliates | 10 | 9 | 1 | 11.1% |
| Non-operating pension and other postretirement employee benefit (expense) income | (20) | (62) | 42 | 67.7% |
| Dividend income - equity investments | 1 | 1 | — | —% |
| Depreciation and amortization | 15 | 11 | 4 | 36.4% |

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Operating loss increased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- an unfavorable impact of $117 million to Other (charges) gains, net. In May 2017, we learned that the European Commission opened a competition law investigation involving certain subsidiaries of Celanese with respect to certain past ethylene purchases. During the year ended December 31, 2019, we recorded a reserve of $89 million as a result of information learned from the European Commission's investigation. Additionally, during the year ended December 31, 2019, we recorded $19 million in losses related to settlements with former third-party customers. We also recorded $9 million in employee termination benefits, primarily related to business optimization projects. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information;

partially offset by:

- lower incentive compensation costs and project spending of $48 million.

Non-operating pension and other postretirement employee benefit expense decreased for the year ended December 31, 2019 compared to the same period in 2018 primarily due to:

- a decrease in recognized actuarial loss of $78 million as a result of higher asset returns, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from 3.8% to 2.8%. See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.

### Liquidity and Capital Resources

Our primary source of liquidity is cash generated from operations, available cash and cash equivalents and dividends from our portfolio of strategic investments. In addition, as of December 31, 2019 we have $978 million available for borrowing under our senior unsecured revolving credit facility and $5 million available under our accounts receivable securitization facility to assist, if required, in meeting our working capital needs and other contractual obligations.

While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

Total cash outflows for capital expenditures are expected to be approximately $500 million in 2020 primarily due to additional investments in growth opportunities in our Engineered Materials and Acetyl Chain segments.

On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese US, have no material assets other than the stock of their subsidiaries and no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese US in order to meet their obligations, including their obligations under senior credit facilities and senior notes and to pay dividends on our common stock, par value $0.0001 per share ("Common Stock").

We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling.

### Cash Flows

Cash and cash equivalents increased $24 million to $463 million as of December 31, 2019 compared to December 31, 2018. As of December 31, 2019, $391 million of the $463 million of cash and cash equivalents was held by our foreign subsidiaries. Under the TCJA, we have incurred a prior year charge associated with the repatriation of previously unremitted foreign earnings, including foreign held cash. These funds are largely accessible, if needed in the US to fund operations. See Note 19 - Income Taxes in the accompanying consolidated financial statements for further information.

#### Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

- ***Net Cash Provided by (Used in) Operating Activities***

Net cash provided by operating activities decreased $104 million to $1.5 billion for the year ended December 31, 2019 compared to $1.6 billion for the same period in 2018. Net cash provided by operations for the year ended December 31, 2019 decreased primarily due to:

- a decrease in net earnings;

partially offset by:

- favorable trade working capital of $303 million, primarily due to a decrease in trade receivables and inventory. Trade receivables decreased due to timing of collections. Inventory decreased as a result of inventory build-up for plant turnarounds which occurred in the prior year, as well as lower costs for raw materials and the impact of the localized fire at our Clear Lake, Texas facility in the current year.
- ***Net Cash Provided by (Used in) Investing Activities***

Net cash used in investing activities decreased $14 million to $493 million for the year ended December 31, 2019 compared to $507 million for the same period in 2018, primarily due to:

- a net cash outflow of $144 million related to the acquisition of Omni Plastics, L.L.C. and its subsidiaries in February 2018;

partially offset by:

- a net cash outflow of $91 million primarily related to the acquisition of Next Polymers, Ltd. in January 2019; and
- an increase of $33 million in capital expenditures related to growth and efficiency opportunities in our Engineered Materials and Acetyl Chain segments.
- ***Net Cash Provided by (Used in) Financing Activities***

Net cash used in financing activities decreased $230 million to $935 million for the year ended December 31, 2019 compared to $1.2 billion for the same period in 2018, primarily due to:

- an increase in net proceeds from short-term debt of $338 million, primarily as a result of higher borrowings under our revolving credit facility and accounts receivable securitization facility during the year ended December 31, 2019 related to the timing of share repurchases of our Common Stock; and
- an increase in net proceeds from long-term debt of $114 million, primarily due to the issuance of $500 million in principal amount of the 3.500% senior unsecured notes due May 8, 2024 (the "3.500% Notes"), partially offset by the redemption of the 3.250% senior unsecured notes (the "3.250% Notes") during the year ended December 31, 2019, as discussed below;

partially offset by:

- an increase of $191 million in share repurchases of our Common Stock during the year ended December 31, 2019; and
- an increase in cash dividends on our Common Stock of $20 million. During the year ended December 31, 2019, we increased our quarterly cash dividend rate from $0.54 to $0.62 per share.

In addition, exchange rates had an unfavorable impact of $2 million and $23 million on cash and cash equivalents for the years ended December 31, 2019 and 2018, respectively.

### Debt and Other Obligations

- ***Senior Credit Facilities***

On January 7, 2019, Celanese, Celanese US and certain subsidiary borrowers entered into a new senior credit agreement (the "Credit Agreement") consisting of a $1.25 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2024. The Credit Agreement is guaranteed by Celanese, Celanese US and substantially all of its domestic subsidiaries ("the Subsidiary Guarantors"). We borrowed $1.3 billion and repaid $1.1 billion under our senior unsecured revolving credit facility during the year ended December 31, 2019.

- ***Senior Notes***

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended, as follows (collectively, the "Senior Notes"):

*(In millions)*

| Senior Notes | Issue Date | Principal | Interest Rate (In percentages) | Interest Pay Dates | Maturity Date |
| --- | --- | ---: | ---: | --- | --- |
| 3.500% Notes | May 2019 | $500 | 3.500 | May 8 November 8 | May 8, 2024 |
| 2.125% Notes | November 2018 | €500 | 2.125 | March 1 | March 1, 2027 |
| 1.250% Notes | December 2017 | €300 | 1.250 | February 11 | February 11, 2025 |
| 1.125% Notes | September 2016 | €750 | 1.125 | September 26 | September 26, 2023 |
| 4.625% Notes | November 2012 | $500 | 4.625 | March 15 September 15 | November 15, 2022 |
| 5.875% Notes | May 2011 | $400 | 5.875 | June 15 December 15 | June 15, 2021 |

The Senior Notes were issued by Celanese US and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese US 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.

On May 8, 2019, Celanese US completed an offering of the 3.500% Notes in a public offering registered under the Securities Act. The 3.500% Notes were issued at a discount to par at a price of 99.895%. Net proceeds from the sale of the 3.500% Notes were used to redeem in full the 3.250% Notes, to repay $156 million of outstanding borrowings under the senior unsecured revolving credit facility and for general corporate purposes. In connection with the issuance of the 3.500% Notes, we entered into a cross-currency swap to effectively convert our fixed-rate US dollar denominated debt under the 3.500% Notes, including annual interest payments and the payment of principal at maturity, to fixed-rate Euro denominated debt.

In November 2018, Celanese US completed an offering of the 2.125% Notes in a public offering registered under the Securities Act. The 2.125% Notes were issued under a base indenture dated May 6, 2011. The 2.125% Notes were issued at a discount to par at a price of 99.231%. Net proceeds from the sale of the 2.125% Notes were used to repay $463 million of our senior unsecured term loan and for general corporate purposes.

- ***Other Financing Arrangements***

In June 2018, we entered into a factoring agreement with a global financial institution to sell certain accounts receivable on a non-recourse basis. 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. We have 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. We de-recognized $257 million and $117 million of accounts receivable under this factoring agreement as of December 31, 2019 and 2018, respectively.

Our US accounts receivable securitization facility was amended on July 8, 2019 to extend the maturity date to July 6, 2020. We borrowed $112 million and repaid $74 million under this facility during the year ended December 31, 2019.

Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. We are in compliance with all of the covenants related to our debt agreements as of December 31, 2019.

See Note 14 - Debt in the accompanying consolidated financial statements for further information.

### Share Capital

On February 5, 2020, we declared a quarterly cash dividend of $0.62 per share on our Common Stock amounting to $74 million. The cash dividend will be paid on February 28, 2020 to holders of record as of February 18, 2020.

Our Board of Directors has authorized the aggregate repurchase of $5.4 billion of our Common Stock since February 2008. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. During the year ended December 31, 2019, we repurchased shares of our Common Stock at an aggregate cost of $1.0 billion. As of December 31, 2019, we had $1.2 billion remaining under authorizations by our Board of Directors.

See Note 17 - Stockholders' Equity in the accompanying consolidated financial statements for further information.

### Contractual Debt and Cash Obligations

The following table sets forth our fixed contractual debt and cash obligations as of December 31, 2019:

| Fixed Contractual Debt Obligations | Total (In $ millions) |  | Payments due by period Less Than 1 Year | Years 2 & 3 | Years 4 & 5 | After 5 Years |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Senior notes | 3,135 |  | — | 900 | 1,341 | 894 |  |
| Interest payments on debt and other obligations | 418 | (1) | 108 | 156 | 72 | 82 |  |
| Finance lease obligations | 144 |  | 26 | 51 | 30 | 37 |  |
| Other debt | 644 | (2) | 470 | 3 | 21 | 150 |  |
| Total | 4,341 |  | 604 | 1,110 | 1,464 | 1,163 |  |
| Operating leases | 256 |  | 35 | 50 | 39 | 132 |  |
| Uncertain tax positions, including interest and penalties | 165 |  | — | — | — | 165 | (3) |
| Unconditional purchase obligations | 1,161 | (4) | 331 | 323 | 178 | 329 |  |
| Pension and other postretirement funding obligations | 442 |  | 48 | 91 | 90 | 213 |  |
| Environmental and asset retirement obligations | 75 |  | 18 | 16 | 13 | 28 |  |
| Total | 6,440 |  | 1,036 | 1,590 | 1,784 | 2,030 |  |

(1) Future interest expense is calculated using the rate in effect on December 31, 2019.

(2) Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies, our revolving credit facility, our accounts receivable securitization facility and other bank obligations.

(3) Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to our uncertain tax obligations, including interest and penalties. These amounts are therefore reflected in "After 5 Years".

(4) Unconditional purchase obligations primarily represent the take-or-pay provisions included in certain long-term purchase agreements. We do not expect to incur material losses under these arrangements. These amounts, obtained via a survey of Celanese, also include other purchase obligations such as maintenance and service agreements, energy and utility agreements, consulting contracts, software agreements and other miscellaneous agreements and contracts.

### Contractual Guarantees and Commitments

As of December 31, 2019, we have standby letters of credit of $28 million and bank guarantees of $17 million outstanding, which are irrevocable obligations of an issuing bank that ensure payment to third parties in the event that certain subsidiaries fail to perform in accordance with specified contractual obligations. The likelihood is remote that material payments will be required under these agreements.

See Note 14 - Debt in the accompanying consolidated financial statements for a description of the guarantees under our Senior Notes and Credit Agreement.

See Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for a discussion of commitments and contingencies related to legal and regulatory proceedings.

### Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements.

### Market Risks

See *Item 7A. Quantitative and Qualitative Disclosure about Market Risk* for further information.

### Critical Accounting Policies and Estimates

Our consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We believe the following accounting policies and estimates are critical to understanding the financial reporting risks present in the current economic environment. These matters, and the judgments and uncertainties affecting them, are also essential to understanding our reported and future operating results. See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information.

- ***Recoverability of Long-Lived Assets***

#### Recoverability of Goodwill and Indefinite-Lived Assets

We assess goodwill for impairment at the reporting unit level. Our reporting units are either our operating business segments or one level below our operating business segments for which discrete financial information is available and for which operating results are regularly reviewed by business segment management and the chief operating decision maker. Our reporting units include our engineered materials, acetate tow, food ingredients, emulsion polymers and intermediate chemistry businesses. We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.

When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. After assessing qualitative factors, if we determine that it is not more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is less than its carrying amount, then performing a quantitative assessment is not required. If an initial qualitative assessment indicates that it is more likely than not the carrying amount exceeds the fair value of a reporting unit or other indefinite-lived intangible asset, a quantitative analysis will be performed. We may also elect to bypass the qualitative assessment for some or all of our reporting units and proceed directly to a quantitative analysis depending on the facts and circumstances.

In performing a quantitative analysis, recoverability of goodwill for each reporting unit is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in assessing impairment in the absence of available transactional market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. We may engage third-party valuation consultants to assist with this process. The valuation consultants assess fair value by equally weighting a combination of two market approaches (market multiple analysis and comparable transaction analysis) and the discounted cash flow approach. Discount rates are determined by using a weighted average cost of capital ("WACC"). The WACC considers market and industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Operational management, considering industry and company-specific historical and projected data, develops growth rates and cash flow projections for each reporting unit. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. If the calculated fair value is less than the current carrying amount, an impairment loss is recorded in the amount by which the carrying amount exceeds the reporting unit's fair value. An impairment loss cannot exceed the carrying amount of goodwill assigned to a reporting unit but may indicate certain long-lived and amortizable intangible assets associated with the reporting unit may require additional impairment testing.

Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors. Royalty rates are established by management and are periodically substantiated by third-party valuation consultants. Operational management, considering industry and company-specific historical and projected data, develops growth rates and sales projections associated with each indefinite-lived intangible asset. Terminal value rate determination follows common methodology of capturing the present value of perpetual sales projections beyond the last projected period assuming a constant WACC and low long-term growth rates.

Valuation methodologies utilized to evaluate goodwill and indefinite-lived intangible assets for impairment were consistent with prior periods. We periodically engage third-party valuation consultants to assist us with this process. Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment result in adjusted management projections, impairment losses may occur in future periods.

See Note 11 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.

- ***Environmental Liabilities***

We manufacture and sell a diverse line of chemical products throughout the world. Accordingly, our operations are subject to various hazards incidental to the production of industrial chemicals including the use, handling, processing, storage and transportation of hazardous materials. We recognize losses and accrue liabilities relating to environmental matters if available information indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Depending on the nature of the site, we accrue through 15 years, unless we have government orders or other agreements that extend beyond 15 years. We estimate environmental liabilities on a case-by-case basis using the most current status of available facts, existing technology, presently enacted laws and regulations and prior experience in remediation of contaminated sites. Recoveries of environmental costs from other parties are recorded as assets when their receipt is deemed probable.

An environmental liability related to cleanup of a contaminated site might include, for example, a provision for one or more of the following types of costs: site investigation and testing costs, cleanup costs, costs related to soil and water contamination resulting from tank ruptures and post-remediation monitoring costs. These undiscounted liabilities do not take into account any claims or recoveries from insurance. The measurement of environmental liabilities is based on our periodic estimate of what it will cost to perform each of the elements of the remediation effort. We utilize third parties to assist in the management and development of cost estimates for our sites. Changes to environmental regulations or other factors affecting environmental liabilities are reflected in the consolidated financial statements in the period in which they occur.

See Note 16 - Environmental in the accompanying consolidated financial statements for further information.

- ***Benefit Obligations***

The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined on an actuarial basis. Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans. These assumptions include the discount rate, compensation levels, expected long-term rates of return on plan assets and trends in health care costs. In addition, actuarial consultants use factors such as withdrawal and mortality rates to estimate the projected benefit obligation. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of net periodic benefit cost recorded in future periods.

Pension assumptions are reviewed annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook.

See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.

- ***Loss Contingencies***

When determinable, we accrue contingent losses for matters that are probable of occurring for which a loss amount can be reasonably estimated. For certain potentially material loss contingency matters, we are sometimes unable to estimate and accrue a loss deemed probable of occurring. For such matters, we disclose an estimate of the possible loss, range of loss or a statement that such estimate cannot be made.

Because our evaluation and assessment of critical facts and circumstances surrounding a contingent loss matter is in advance of the matter's final determination, there is an inherent subjectivity and unpredictability involved in estimating, accounting for and reporting contingent losses. Generally, the less progress made in the resolution of a contingent loss matter or the broader the range of potential outcomes, the more difficult it is for us to estimate, accrue and report a loss. For example, we may disclose certain information about a plaintiff's legal claim against us that is alleged in the plaintiff's pleadings or otherwise publicly available. While information of this type may provide more insight into the potential magnitude of a matter, it might not necessarily be indicative of our estimate of probable or possible loss. In addition, some of our contingent loss exposures may be eligible for reimbursement under the provisions of our insurance coverage. We do not consider the potential availability of insurance coverage in determining our probable or possible loss estimates. As a result of these factors among others, our ultimate contingent loss exposure may be higher or lower, and possibly materially so, than our recorded probable loss accruals and disclosures of possible losses.

See Note 24 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

- ***Income Taxes***

We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed. In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to positive and negative evidence based on the extent to which the forms of evidence can be objectively verified. We attach the most weight to historical earnings due to its verifiable nature. Weight is attached to tax planning strategies if the strategies are prudent and feasible and implementable without significant obstacles. Less weight is attached to forecasted future earnings due to its subjective nature, and expected timing of reversal of taxable temporary differences is given little weight unless the reversal of taxable and deductible temporary differences coincide. Valuation allowances are established primarily on net operating loss carryforwards and other deferred tax assets in the US, Luxembourg, Spain, China, the United Kingdom, Mexico, Canada and France. We have appropriately reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment. If actual results differ from the estimates made by management in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or Other comprehensive income depending on the nature of the respective deferred tax asset. In addition, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

See Note 19 - Income Taxes in the accompanying consolidated financial statements for further information.

### Recent Accounting Pronouncements

See Note 3 - Recent Accounting Pronouncements in the accompanying consolidated financial statements for information regarding recent accounting pronouncements.

## Market risk

As filed, 1,657 characters.

### Market Risks

Our financial market risk consists principally of exposure to currency exchange rates, interest rates and commodity prices. Exchange rate and interest rate risks are managed with a variety of techniques, including use of derivatives. We have in place policies of hedging against changes in currency exchange rates, interest rates and commodity prices as described below.

See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information regarding our derivative and hedging instruments accounting policies related to financial market risk.

See Note 22 - Derivative Financial Instruments in the accompanying consolidated financial statements for further information regarding our market risk management and the related impact on our financial position and results of operations.

- ***Foreign Currency Forwards and Swaps***

A portion of our assets, liabilities, net sales and expenses are denominated in currencies other than the US dollar. Fluctuations in the value of these currencies against the US dollar can have a direct and material impact on the business and financial results. Our largest exposures are to the Euro and Chinese Yuan ("CNY"). A decline in the value of the Euro and CNY versus the US dollar results in a decline in the US dollar value of our sales and earnings denominated in Euros and CNYs. Likewise, an increase in the value of the Euro and CNY versus the US dollar would result in an opposite effect. We estimate that a 10% change in the Euro/US dollar and CNY/US dollar exchange rates would impact our earnings by $55 million and $21 million, respectively.

## Controls and procedures

As filed, 2,783 characters.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, as of December 31, 2019, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

### Changes in Internal Control Over Financial Reporting

During the three months ended December 31, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Report of Management on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2019. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting. Their report follows on page 63.

Filed Feb 6, 2020.
Source: SEC EDGAR, the filing index for accession 0001306830-20-000018. Last ingested by Listed: Oct 24, 2026, 15:11 ET. No prices; not investment advice.