0001306830-24-000016 8-K 19 20240220 2.02 9.01 20240220 20240220 Celanese Corp 0001306830 2820 08 Industrial Applications and Services 980420726 DE 1231 8-K 34 001-32410 24653614 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 ce-20240220.htm 8-K 0001306830false00013068302024-02-202024-02-200001306830us-gaap:CommonStockMember2024-02-202024-02-200001306830ce:EURSeniorUnsecuredNotesDue2025Member2024-02-202024-02-200001306830ce:EURSeniorUnsecuredNotesDue2026Member2024-02-202024-02-200001306830ce:EURSeniorUnsecuredNotesDue2027Member2024-02-202024-02-200001306830ce:EURSeniorUnsecuredNotesDue2028Member2024-02-202024-02-200001306830ce:EURSeniorUnsecuredNotesDue2029Member2024-02-202024-02-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered Common Stock, par value $0.0001 per CE The New York Stock Exchange share 1.250% Senior Notes due 2025 CE /25 The New York Stock Exchange 4.777% Senior Notes due 2026 CE /26A The New York Stock Exchange 2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange 0.625% Senior Notes due 2028 CE /28 The New York Stock Exchange 5.337% Senior Notes due 2029 CE /29A The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? 1 -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition On February 20, 2024, Celanese Corporation (the "Company") issued a press release reporting the financial results for its fourth quarter and full year 2023. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure. Item 9.01 Financial Statements and Exhibits (d) The following exhibits are being furnished herewith: Exhibit Number Description 99.1 Press Release dated February 20, 2024 * 99.2 Non-US GAAP Financial Measures and Supplemental Information dated February 20, 2024 * 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101) * In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. 2 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ MICHAEL R. SULLIVAN Name: Michael R. Sullivan Title: Vice President, Deputy General Counsel and Corporate Secretary Date: February 20, 2024 3 EX-99.1 2 q420238-kex991.htm EX-99.1 Exhibit 99.1 [[Image Removed: picture2.jpg]] Celanese Corporation Reports Full Year 2023 and Fourth Quarter Earnings Dallas, February 20, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2023 GAAP diluted earnings per share of $18.00 and adjusted earnings per share of $8.92. The Company generated net sales of $10.9 billion in 2023, an increase of 13 percent from the prior year, due to an increase in volume of 23 percent reflecting the Mobility & Materials (M&M) acquisition, partially offset by a decrease in price of 10 percent. Full year 2023 volume decreased by 2 percent, excluding M&M, due to challenging demand and competitive dynamics across most of the year. Celanese took actions to reduce costs and align production and inventory levels with demand to report 2023 consolidated operating profit of $1.7 billion, adjusted EBIT of $1.8 billion, and operating EBITDA of $2.4 billion, at margins of 15, 16, and 22 percent, respectively. The difference between GAAP diluted earnings per share and adjusted earnings per share in 2023 was due to Certain Items totaling $114 million1 and a recorded income tax benefit of $790 million, primarily due to restructuring related to acquired operations. Celanese took actions in 2023 to maximize cash generation and execute its deleveraging plan. As a result, the Company: •Reduced working capital balances by $579 million, driven by a $451 million reduction in inventory balances in 2023; •Generated record operating cash flow of $1.9 billion and record free cash flow of $1.3 billion in 2023; and •Reduced debt by $995 million and increased cash by $297 million, resulting in a $1.3 billion reduction in net debt across 2023. Celanese also reported fourth quarter GAAP diluted earnings per share of $6.43 and adjusted earnings per share of $2.24. The Company generated fourth quarter operating cash flow of $830 million and free cash flow of $702 million, both quarterly records. "In a challenging backdrop across the entirety of 2023, our team decisively executed on hundreds of actions to reduce our costs, secure alternative volumes, align our production and inventory levels with demand, and maximize our cash generation," said Lori Ryerkerk, chair and chief executive officer. "With a focus on what we can control, we delivered record cash generation, exceeded our full year net debt reduction objective, and enhanced the competitiveness of our businesses going into 2024." 1 Including the gain from the formation of the Nutrinova joint venture (JV), partially offset by M&A-related costs, and shutdown costs 1 -------------------------------------------------------------------------------- Fourth Quarter 2023 Financial Highlights: Three Months Ended December 31, September 30, December 31, 2023 2023 2022 (unaudited) (In $ millions, except per share data) Net Sales Engineered Materials 1,406 1,528 1,237 Acetyl Chain 1,181 1,220 1,135 Intersegment Eliminations (18) (25) (24) Total 2,569 2,723 2,348 Operating Profit (Loss) Engineered Materials 122 691 25 Acetyl Chain 264 272 204 Other Activities (127) (121) (173) Total 259 842 56 Net Earnings (Loss) 701 949 769 Adjusted EBIT(1) Engineered Materials 199 229 138 Acetyl Chain 300 310 242 Other Activities (65) (88) (78) Total 434 451 302 Equity Earnings and Dividend Income, Other Income (Expense) Engineered Materials 45 12 35 Acetyl Chain 33 33 30 Operating EBITDA(1) 608 624 453 Diluted EPS - continuing operations $ 6.43 $ 8.70 $ 7.03 Diluted EPS - total $ 6.37 $ 8.69 $ 7.03 Adjusted EPS(1) $ 2.24 $ 2.50 $ 1.44 Net cash provided by (used in) investing activities (168) 375 (10,713) Net cash provided by (used in) financing activities (240) (700) 1,944 Net cash provided by (used in) operating activities 830 403 541 Free cash flow(1) 702 268 395 2 -------------------------------------------------------------------------------- Year Ended December 31, 2023 2022 (unaudited) (In $ millions, except per share data) Net Sales Engineered Materials 6,149 4,024 Acetyl Chain 4,884 5,743 Intersegment Eliminations (93) (94) Total 10,940 9,673 Operating Profit (Loss) Engineered Materials 1,083 429 Acetyl Chain 1,109 1,447 Other Activities (505) (498) Total 1,687 1,378 Net Earnings (Loss) 1,964 1,902 Adjusted EBIT(1) Engineered Materials 848 779 Acetyl Chain 1,258 1,609 Other Activities (353) (217) Total 1,753 2,171 Equity Earnings and Dividend Income, Other Income (Expense) Engineered Materials 87 207 Acetyl Chain 132 143 Operating EBITDA(1) 2,444 2,617 Diluted EPS - continuing operations $ 18.00 $ 17.41 Diluted EPS - total $ 17.92 $ 17.34 Adjusted EPS(1) $ 8.92 $ 15.88 Net cash provided by (used in) investing activities (134) (11,141) Net cash provided by (used in) financing activities (1,456) 10,290 Net cash provided by (used in) operating activities 1,899 1,819 Free cash flow(1) 1,320 1,263 ____________________________ (1)See "Non-US GAAP Financial Measures" below. 3 -------------------------------------------------------------------------------- Recent Highlights: •Commissioned the carbon capture and utilization (CCU) methanol expansion at the Clear Lake, Texas site, which is expected to capture 180 kt of CO2 industrial emissions and produce 130 kt of low-carbon methanol per year. •Completed the transition of M&M to the upgraded Celanese SAP S/4HANA ERP system as the final step to fold the entire organization onto one consolidated ERP system. •Completed the planned closure of the Company's nylon 66 (PA66) and certain high-performance nylon (HPN) polymerization units in Uentrop, Germany. Polymerization costs at Uentrop were the highest in the Celanese global nylon network due to energy and raw material costs in the region. •Announced a collaboration with Under Armour and development of NEOLAST™, a new fiber for performance stretch fabrics that is a recyclable alternative to spandex. •Elected Ganesh Moorthy to the Company's Board of Directors in October. Mr. Moorthy is President, Chief Executive Officer, and a member of the Board of Directors of Microchip Technology Incorporated. Full Year 2023 and Fourth Quarter Business Segment Overview Acetyl Chain The Acetyl Chain reported 2023 net sales of $4.9 billion, a 15 percent decrease from the prior year. Net sales reflected a 17 percent decrease in pricing partially offset by a 2 percent increase in volume. The decrease in pricing resulted in an approximately $1 billion headwind, driven by weak demand across many end-markets and a challenging competitive environment. In response, the business exercised its commercial flexibility across the year to capture opportunistic volumes during periods of high spot demand and industry production outages in China. The Acetyl Chain demonstrated additional optionality by pivoting downstream to sell incremental volume into acetate tow and redispersible powders to capture stronger demand and margins. The business flexed its global network to align production with demand by idling its highest cost facilities. Based on these actions, the Acetyl Chain was able to offset the majority of pricing headwinds to deliver foundational earnings in 2023. The Acetyl Chain generated GAAP operating profit of $1.1 billion, adjusted EBIT of $1.3 billion, and operating EBITDA of $1.5 billion, at margins of 23, 26, and 30 percent, respectively. The Acetyl Chain delivered fourth quarter net sales of $1.2 billion due to a 3 percent sequential decrease in pricing and consistent volume. The business faced unanticipated operational disruptions in the quarter including unscheduled maintenance and supplier disruptions that resulted in over 50 kt of lost production at its most cost-advantaged facilities. To avoid any impact to its customers, the Acetyl Chain incurred additional costs from flexing production to higher cost plants in its network and sourcing volume from third parties. Despite these challenges, the Acetyl Chain delivered its second highest-ever earnings for a fourth quarter with GAAP operating profit of $264 million, adjusted EBIT of $300 million, and operating EBITDA of $354 million, at margins of 22, 25, and 30 percent, respectively. The business delivered fourth quarter performance consistent with its foundational earnings power of $1.3 billion in annual adjusted EBIT, a level of earnings which is expected to increase by approximately $100 million annually after completion of the Clear Lake acetic acid expansion. 4 -------------------------------------------------------------------------------- Engineered Materials Engineered Materials delivered net sales of $6.1 billion in 2023, a 53 percent increase from the prior year as a result of the M&M acquisition that closed in the fourth quarter of 2022. The business faced challenging demand and competitive conditions throughout the year, which resulted in volume and pricing decreases. Excluding the addition of M&M, Engineered Materials volume decreased by 8 percent from the prior year. The impact of demand weakness and prolonged destocking in many end-markets was partially offset by growth in automotive and medical markets and alternative volume secured in other markets. A deflationary raw material environment, weak demand, and heightened competitive dynamics resulted in negative impacts to pricing. The business responded to these challenges by aligning inventory and production levels to demand, lowering inventory balances by $384 million across the year, and accelerating M&M synergy actions. Engineered Materials delivered 2023 GAAP operating profit of $1.1 billion, adjusted EBIT of $848 million, and operating EBITDA of $1.3 billion, at margins of 18, 14, and 21 percent, respectively. Engineered Materials reported fourth quarter net sales of $1.4 billion, representing a sequential decrease of 8 percent. Net sales reflected a volume decrease of 5 percent and a pricing decrease of 3 percent. Pricing decreased due to continued challenging competitive dynamics and product mix headwinds in the Americas and Europe. Volume was impacted, particularly in the acquired M&M product lines, by year-end destocking in automotive and distribution in the Western Hemisphere that was partially offset by improvement in Asia. Engineered Materials reported fourth quarter GAAP operating profit of $122 million, adjusted EBIT of $199 million, and operating EBITDA of $311 million at margins of 9, 14, and 22 percent, respectively. The formation of the Nutrinova JV resulted in a $13 million sequential decrease in consolidated Engineered Materials earnings. Cash Flow and Tax Celanese reported 2023 operating cash flow of $1.9 billion and free cash flow of $1.3 billion which included capital expenditures of $568 million. Celanese returned $305 million in cash to shareholders via dividends in 2023. The tax rate for U.S. GAAP purposes was a benefit of 67 percent for full year 2023 due to deferred tax benefits of non-recurring internal reorganization transactions to integrate acquired business operations and to centralize ownership of intellectual property with the business, the integration of the European headquarters and principal operations to Switzerland, the release of valuation allowances on U.S. foreign tax credit carryforwards, and excess of U.S. GAAP book gains over tax gains related to the formation of the Nutrinova JV. The effective tax rate for adjusted earnings was 9 percent for 2023 as certain benefits of the internal restructuring will be realized in future periods. Outlook "Early signs of demand improvement in certain products and end-markets are insufficient to improve the overall sequential backdrop we see early in 2024 and we remain focused on what we can control to sustainably lift the earnings power of Celanese," said Lori Ryerkerk. "We expect to complete several major value creation projects in the first quarter which, along with future projects, will support a significant ramp in our earnings performance across the year. We expect to deliver a significant year over year increase in our earnings per share supported by M&M synergy capture, the Clear Lake acetic acid and methanol expansions, lower interest expense due to deleveraging, and recognition of lower costs flowing through our inventory." 5 -------------------------------------------------------------------------------- Reflective of sequential volume and pricing conditions that are not expected to materially improve to start 2024, the timing of major value creation projects, and significant first quarter costs related to planned outages, the Company anticipates first quarter adjusted earnings per share of $1.75 to $2.00, inclusive of approximately $0.30 per share of M&M transaction amortization. Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below. The Company's prepared remarks related to the fourth quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on February 20, 2024. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below. Contacts: Investor Relations Media - U.S. Media - Europe Brandon Ayache Brian Bianco Petra Czugler Phone: +1 972 443 8509 Phone: +1 972 443 4400 Phone: +49 69 45009 1206 brandon.ayache@celanese.com media@celanese.com petra.czugler@celanese.com Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 12,400 employees worldwide and had 2023 net sales of $10.9 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com. Forward-Looking Statements This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties 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; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to timely or effectively continue to integrate the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition") in order to realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or the Israel-Hamas conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in 6 -------------------------------------------------------------------------------- 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; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Non-GAAP Financial Measures Presentation This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain. Use of Non-US GAAP Financial Information This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for operating EBITDA margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations. Definitions of Non-US GAAP Financial Measures •Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. •Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. •Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results. •Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures. We do not provide reconciliations for free cash flow on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Reconciliation of Non-US GAAP Financial Measures Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about February 20, 2024 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library. 7 -------------------------------------------------------------------------------- Results Unaudited The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. Supplemental Information Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document. 8 -------------------------------------------------------------------------------- Consolidated Statements of Operations - Unaudited Three Months Ended December 31, September 30, December 31, 2023 2023 2022 (In $ millions, except share and per share data) Net sales 2,569 2,723 2,348 Cost of sales (1,956) (2,050) (1,964) Gross profit 613 673 384 Selling, general and administrative expenses (272) (244) (269) Amortization of intangible assets (40) (41) (30) Research and development expenses (32) (32) (37) Other (charges) gains, net (18) (17) 7 Foreign exchange gain (loss), net 11 — 3 Gain (loss) on disposition of businesses and assets, net (3) 503 (2) Operating profit (loss) 259 842 56 Equity in net earnings (loss) of affiliates 52 12 31 Non-operating pension and other postretirement employee benefit (expense) income (67) (1) (57) Interest expense (178) (178) (168) Refinancing expense — (7) — Interest income 12 12 33 Dividend income - equity investments 31 30 30 Other income (expense), net 23 4 5 Earnings (loss) from continuing operations before tax 132 714 (70) Income tax (provision) benefit 575 236 840 Earnings (loss) from continuing operations 707 950 770 Earnings (loss) from operation of discontinued operations (8) (1) (1) Income tax (provision) benefit from discontinued operations 2 — — Earnings (loss) from discontinued operations (6) (1) (1) Net earnings (loss) 701 949 769 Net (earnings) loss attributable to noncontrolling interests (3) 2 (2) Net earnings (loss) attributable to Celanese Corporation 698 951 767 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 704 952 768 Earnings (loss) from discontinued operations (6) (1) (1) Net earnings (loss) 698 951 767 Earnings (loss) per common share - basic Continuing operations 6.46 8.74 7.08 Discontinued operations (0.05) (0.01) (0.01) Net earnings (loss) - basic 6.41 8.73 7.07 Earnings (loss) per common share - diluted Continuing operations 6.43 8.70 7.03 Discontinued operations (0.06) (0.01) — Net earnings (loss) - diluted 6.37 8.69 7.03 Weighted average shares (in millions) Basic 109.0 108.9 108.5 Diluted 109.5 109.4 109.2 9 -------------------------------------------------------------------------------- Consolidated Statements of Operations - Unaudited Year Ended December 31, 2023 2022 (In $ millions, except share and per share data) Net sales 10,940 9,673 Cost of sales (8,337) (7,293) Gross profit 2,603 2,380 Selling, general and administrative expenses (1,075) (824) Amortization of intangible assets (164) (62) Research and development expenses (146) (112) Other (charges) gains, net (68) (8) Foreign exchange gain (loss), net 32 (1) Gain (loss) on disposition of businesses and assets, net 505 5 Operating profit (loss) 1,687 1,378 Equity in net earnings (loss) of affiliates 102 220 Non-operating pension and other postretirement employee benefit (expense) income (69) 17 Interest expense (720) (405) Refinancing expense (7) — Interest income 39 69 Dividend income - equity investments 126 133 Other income (expense), net 25 9 Earnings (loss) from continuing operations before tax 1,183 1,421 Income tax (provision) benefit 790 489 Earnings (loss) from continuing operations 1,973 1,910 Earnings (loss) from operation of discontinued operations (12) (9) Income tax (provision) benefit from discontinued operations 3 1 Earnings (loss) from discontinued operations (9) (8) Net earnings (loss) 1,964 1,902 Net (earnings) loss attributable to noncontrolling interests (4) (8) Net earnings (loss) attributable to Celanese Corporation 1,960 1,894 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 1,969 1,902 Earnings (loss) from discontinued operations (9) (8) Net earnings (loss) 1,960 1,894 Earnings (loss) per common share - basic Continuing operations 18.09 17.55 Discontinued operations (0.08) (0.07) Net earnings (loss) - basic 18.01 17.48 Earnings (loss) per common share - diluted Continuing operations 18.00 17.41 Discontinued operations (0.08) (0.07) Net earnings (loss) - diluted 17.92 17.34 Weighted average shares (in millions) Basic 108.8 108.4 Diluted 109.4 109.2 10 -------------------------------------------------------------------------------- Consolidated Balance Sheets - Unaudited As of As of December 31, December 31, 2023 2022 (In $ millions) ASSETS Current Assets Cash and cash equivalents 1,805 1,508 Trade receivables - third party and affiliates, net 1,243 1,379 Non-trade receivables, net 541 675 Inventories 2,357 2,808 Other assets 272 241 Total current assets 6,218 6,611 Investments in affiliates 1,220 1,062 Property, plant and equipment, net 5,584 5,584 Operating lease right-of-use assets 422 413 Deferred income taxes 1,677 808 Other assets 524 547 Goodwill 6,977 7,142 Intangible assets, net 3,975 4,105 Total assets 26,597 26,272 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates 1,383 1,306 Trade payables - third party and affiliates 1,510 1,518 Other liabilities 1,154 1,201 Income taxes payable 25 43 Total current liabilities 4,072 4,068 Long-term debt, net of unamortized deferred financing costs 12,301 13,373 Deferred income taxes 999 1,242 Uncertain tax positions 300 322 Benefit obligations 457 411 Operating lease liabilities 325 364 Other liabilities 591 387 Commitments and Contingencies Stockholders' Equity Treasury stock, at cost (5,488) (5,491) Additional paid-in capital 394 372 Retained earnings 12,929 11,274 Accumulated other comprehensive income (loss), net (744) (518) Total Celanese Corporation stockholders' equity 7,091 5,637 Noncontrolling interests 461 468 Total equity 7,552 6,105 Total liabilities and equity 26,597 26,272 11 EX-99.2 3 q420238-kex992.htm EX-99.2 [[Image Removed: celogo.jpg]] Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 20, 2024 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly. Presentation This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain. Use of Non-US GAAP Financial Measures From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States. Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results. Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure. This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company. Specific Measures Used This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt 1 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. Definitions •Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 ). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT. •Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA. •Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation. •Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results. 2 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] •Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. •Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment. •Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns. Supplemental Information Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following: •Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments. •Cash dividends received from our equity investments. •For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI. Results Unaudited The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. 3 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 1 Celanese Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions) Net earnings (loss) attributable to Celanese Corporation 1,960 698 951 220 91 1,894 767 191 434 502 (Earnings) loss from discontinued operations 9 6 1 (1) 3 8 1 1 6 — Interest income (39) (12) (12) (7) (8) (69) (33) (34) (1) (1) Interest expense 720 178 178 182 182 405 168 154 48 35 Refinancing expense 7 — 7 — — — — — — — Income tax provision (benefit) (790) (575) (236) (4) 25 (489) (840) 127 112 112 Certain Items attributable to Celanese Corporation ( Table 8 ) (114) 139 (438) 54 131 422 239 71 47 65 Adjusted EBIT 1,753 434 451 444 424 2,171 302 510 646 713 Depreciation and amortization expense(1) 691 174 173 172 172 446 151 97 98 100 Operating EBITDA 2,444 608 624 616 596 2,617 453 607 744 813 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions) Engineered Materials 15 15 — — — 13 2 3 4 4 Acetyl Chain — — — — — 2 — — — 2 Other Activities(2) — — — — — 1 — — 1 — Accelerated depreciation and amortization expense 15 15 — — — 16 2 3 5 6 Depreciation and amortization expense(1) 691 174 173 172 172 446 151 97 98 100 Total depreciation and amortization expense 706 189 173 172 172 462 153 100 103 106 ______________________________ (1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above. (2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). 4 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 1a M&M Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 Q4 '22 (In $ millions) Net earnings (loss) attributable to M&M 24 (22) 47 47 (48) (69) (3) Income tax provision (benefit) 65 43 10 (1) 13 6 Certain Items(1) 151 30 17 18 86 72 Adjusted EBIT 240 51 74 64 51 9 Depreciation and amortization expense 275 69 70 68 68 47 Operating EBITDA(2) 515 120 144 132 119 56 (4) ______________________________ (1)Amount is included within total Certain Items shown in Table 8 . (2)Excludes $(22) million, $(19) million, $(23) million, $(23) million and $(17) million of Operating EBITDA included in Other Activities for the three months ended December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022, respectively. (3)Excludes $30 million of Net loss for the month ended October 31, 2022, prior to our acquisition of the majority of the Mobility & Materials business ("M&M Business") of DuPont de Nemours, Inc. (4)Excludes $22 million of Operating EBITDA for the month ended October 31, 2022, prior to our acquisition of the M&M Business. 5 -------------------------------------------------------------------------------- Table 2 - Supplemental Segment Data and Reconciliation of Segment [[Image Removed: celogo.jpg]] Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions, except percentages) Operating Profit (Loss) / Operating Margin Engineered Materials 1,083 17.6 % 122 8.7 % 691 45.2 % 158 10.0 % 112 6.9 % 429 10.7 % 25 2.0 % 114 12.3 % 166 17.5 % 124 13.6 % Acetyl Chain 1,109 22.7 % 264 22.4 % 272 22.3 % 295 23.9 % 278 22.2 % 1,447 25.2 % 204 18.0 % 312 22.3 % 428 27.5 % 503 30.4 % Other Activities(1) (505) (127) (121) (118) (139) (498) (173) (118) (111) (96) Total 1,687 15.4 % 259 10.1 % 842 30.9 % 335 12.0 % 251 8.8 % 1,378 14.2 % 56 2.4 % 308 13.4 % 483 19.4 % 531 20.9 % Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials (3) 1 (2) (2) — — — — — — Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain 7 2 — 3 2 8 2 2 2 2 Operating Profit (Loss) Attributable to Celanese Corporation 1,683 15.4 % 256 10.0 % 844 31.0 % 334 11.9 % 249 8.7 % 1,370 14.2 % 54 2.3 % 306 13.3 % 481 19.3 % 529 20.8 % Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation Engineered Materials 1,086 17.7 % 121 8.6 % 693 45.4 % 160 10.1 % 112 6.9 % 429 10.7 % 25 2.0 % 114 12.3 % 166 17.5 % 124 13.6 % Acetyl Chain 1,102 22.6 % 262 22.2 % 272 22.3 % 292 23.7 % 276 22.1 % 1,439 25.1 % 202 17.8 % 310 22.2 % 426 27.3 % 501 30.3 % Other Activities(1) (505) (127) (121) (118) (139) (498) (173) (118) (111) (96) Total 1,683 15.4 % 256 10.0 % 844 31.0 % 334 11.9 % 249 8.7 % 1,370 14.2 % 54 2.3 % 306 13.3 % 481 19.3 % 529 20.8 % Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation Engineered Materials 87 45 12 20 10 207 35 70 53 49 Acetyl Chain 132 33 33 32 34 143 30 34 39 40 Other Activities(1) 34 28 1 6 (1) 12 1 4 1 6 Total 253 106 46 58 43 362 66 108 93 95 Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation Engineered Materials (1) (1) — — — — — — — — Acetyl Chain — — — — — — — — — — Other Activities(1) (68) (66) (1) (2) 1 17 (57) 25 25 24 Total (69) (67) (1) (2) 1 17 (57) 25 25 24 Certain Items Attributable to Celanese Corporation ( Table 8 ) Engineered Materials (324) 34 (476) 25 93 143 78 22 5 38 Acetyl Chain 24 5 5 8 6 27 10 5 10 2 Other Activities(1) 186 100 33 21 32 252 151 44 32 25 Total (114) 139 (438) 54 131 422 239 71 47 65 Adjusted EBIT / Adjusted EBIT Margin Engineered Materials 848 13.8 % 199 14.2 % 229 15.0 % 205 12.9 % 215 13.2 % 779 19.4 % 138 11.2 % 206 22.2 % 224 23.6 % 211 23.2 % Acetyl Chain 1,258 25.8 % 300 25.4 % 310 25.4 % 332 26.9 % 316 25.3 % 1,609 28.0 % 242 21.3 % 349 25.0 % 475 30.5 % 543 32.9 % Other Activities(1) (353) (65) (88) (93) (107) (217) (78) (45) (53) (41) Total 1,753 16.0 % 434 16.9 % 451 16.6 % 444 15.9 % 424 14.9 % 2,171 22.4 % 302 12.9 % 510 22.2 % 646 26.0 % 713 28.1 % ___________________________ (1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). 6 -------------------------------------------------------------------------------- Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited [[Image Removed: celogo.jpg]] (cont.) 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions, except percentages) Depreciation and Amortization Expense(1) Engineered Materials 447 112 111 112 112 213 90 40 41 42 Acetyl Chain 217 54 55 54 54 211 52 53 52 54 Other Activities(2) 27 8 7 6 6 22 9 4 5 4 Total 691 174 173 172 172 446 151 97 98 100 Operating EBITDA / Operating EBITDA Margin Engineered Materials 1,295 21.1 % 311 22.1 % 340 22.3 % 317 20.0 % 327 20.1 % 992 24.7 % 228 18.4 % 246 26.5 % 265 28.0 % 253 27.8 % Acetyl Chain 1,475 30.2 % 354 30.0 % 365 29.9 % 386 31.3 % 370 29.6 % 1,820 31.7 % 294 25.9 % 402 28.8 % 527 33.8 % 597 36.1 % Other Activities(2) (326) (57) (81) (87) (101) (195) (69) (41) (48) (37) Total 2,444 22.3 % 608 23.7 % 624 22.9 % 616 22.0 % 596 20.9 % 2,617 27.1 % 453 19.3 % 607 26.4 % 744 29.9 % 813 32.0 % ___________________________ (1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details. (2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). 7 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 3 Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 per share per share per share per share per share per share per share per share per share per share (In $ millions, except per share data) Earnings (loss) from continuing operations attributable to Celanese Corporation 1,969 18.00 704 6.43 952 8.70 219 2.00 94 0.86 1,902 17.41 768 7.03 192 1.76 440 4.03 502 4.61 Income tax provision (benefit) (790) (575) (236) (4) 25 (489) (840) 127 112 112 Earnings (loss) from continuing operations before tax 1,179 129 716 215 119 1,413 (72) 319 552 614 Certain Items attributable to Celanese Corporation ( Table 8 ) (114) 139 (438) 54 131 422 239 71 47 65 Refinancing and related expenses 7 — 7 — — 158 (1) 14 (1) 104 (1) 26 (1) 14 (1) Adjusted earnings (loss) from continuing operations before tax 1,072 268 285 269 250 1,993 181 494 625 693 Income tax (provision) benefit on adjusted earnings(2) (96) (23) (11) (32) (30) (259) (24) (64) (81) (90) Adjusted earnings (loss) from continuing operations(3) 976 8.92 245 2.24 274 2.50 237 2.17 220 2.01 1,734 15.88 157 1.44 430 3.94 544 4.99 603 5.54 Diluted shares (in millions)(4) Weighted average shares outstanding 108.8 109.0 108.9 108.9 108.6 108.4 108.5 108.4 108.4 108.2 Incremental shares attributable to equity awards 0.6 0.5 0.5 0.4 0.6 0.8 0.7 0.7 0.7 0.7 Total diluted shares 109.4 109.5 109.4 109.3 109.2 109.2 109.2 109.1 109.1 108.9 ______________________________ (1)Includes net interest expense and certain fees related to debt issued as part of our acquisition of the M&M Business. (2)Calculated using adjusted effective tax rates ( Table 3a ) as follows: 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 Adjusted effective tax rate 9 9 4 12 12 13 13 13 13 13 (3)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns. Actual Plan Asset Returns Expected Plan Asset Returns (In percentages) Q4 '23 & 2023 8.1 5.2 Q4 '22 & 2022 (18.4) 5.4 (4)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 8 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 3a Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited Actual 2023 2022 (In percentages) US GAAP annual effective tax rate (67) (34) Discrete quarterly recognition of GAAP items(1) 2 (6) Tax impact of other charges and adjustments(2) (3) 9 Changes in valuation allowances, excluding impact of other charges and adjustments(3) 13 (1) Other, includes effect of discrete current year transactions(4)(5) 64 45 Adjusted tax rate 9 13 ______________________________ Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results. (1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments. (2)Reflects the tax impact on pre-tax adjustments presented in Certain Items ( Table 8 ), which are excluded from pre-tax income for adjusted earnings per share purposes. (3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments. (4)Includes tax impacts related to full-year actual tax opportunities and related costs. (5)Includes the reversal of certain U.S. GAAP deferred tax benefits related to non-recurring internal restructuring transactions related to the M&M acquisition, to centralize ownership of intellectual property with the business and to facilitate future deployment of cash to service acquisition indebtedness. Certain benefits of the internal restructuring will be realized in future periods for adjusted earnings purposes. 9 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 4 Net Sales by Segment - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions) Engineered Materials 6,149 1,406 1,528 1,585 1,630 4,024 1,237 929 948 910 Acetyl Chain 4,884 1,181 1,220 1,233 1,250 5,743 1,135 1,397 1,559 1,652 Intersegment eliminations(1) (93) (18) (25) (23) (27) (94) (24) (25) (21) (24) Net sales 10,940 2,569 2,723 2,795 2,853 9,673 2,348 2,301 2,486 2,538 ___________________________ (1)Includes intersegment sales primarily related to the Acetyl Chain. 10 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 4a Factors Affecting Segment Net Sales Sequentially - Unaudited Three Months Ended December 31, 2023 Compared to Three Months Ended September 30, 2023 Volume Price Currency Total (In percentages) Engineered Materials (5) (3) — (8) Acetyl Chain — (3) — (3) Total Company (3) (3) — (6) Three Months Ended September 30, 2023 Compared to Three Months Ended June 30, 2023 Volume Price Currency Total (In percentages) Engineered Materials (1) (3) — (4) Acetyl Chain 3 (3) (1) (1) Total Company 1 (3) (1) (3) Three Months Ended June 30, 2023 Compared to Three Months Ended March 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials 2 (5) — (3) Acetyl Chain 2 (3) — (1) Total Company 2 (4) — (2) Three Months Ended March 31, 2023 Compared to Three Months Ended December 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 34 (4) 2 32 Acetyl Chain 10 (2) 2 10 Total Company 19 (4) 2 17 ________________________ (1)2022 includes the effect of the acquisition of the majority of the M&M Business. Three Months Ended December 31, 2022 Compared to Three Months Ended September 30, 2022 Volume Price Currency Total (In percentages) Engineered Materials 34 (1) — 33 (1) Acetyl Chain (9) (10) — (19) Total Company 8 (6) — 2 Three Months Ended September 30, 2022 Compared to Three Months Ended June 30, 2022 Volume Price Currency Total (In percentages) Engineered Materials (1) 2 (3) (2) Acetyl Chain (3) (5) (2) (10) Total Company (2) (3) (2) (7) Three Months Ended June 30, 2022 Compared to Three Months Ended March 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 1 6 (3) 4 Acetyl Chain (6) 2 (2) (6) Total Company (2) 2 (2) (2) Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021 Volume Price Currency Total (In percentages) Engineered Materials 23 7 (1) 29 Acetyl Chain 7 (3) — 4 Total Company 12 1 (1) 12 11 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 4b Factors Affecting Segment Net Sales Year Over Year - Unaudited Three Months Ended December 31, 2023 Compared to Three Months Ended December 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 21 (8) 1 14 Acetyl Chain 14 (11) 1 4 Total Company 18 (10) 1 9 Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022 Volume Price Currency Total (In percentages) Engineered Materials 75 (12) 1 64 Acetyl Chain 4 (18) 1 (13) Total Company 33 (16) 1 18 Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022 Volume Price Currency Total (In percentages) Engineered Materials 75 (8) — 67 Acetyl Chain (2) (19) — (21) Total Company 27 (15) — 12 Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 80 2 (3) 79 Acetyl Chain (9) (13) (2) (24) Total Company 23 (8) (3) 12 Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021 Volume Price Currency Total (In percentages) Engineered Materials 67 17 (9) 75 Acetyl Chain (12) (14) (3) (29) Total Company 13 (5) (5) 3 Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021 Volume Price Currency Total (In percentages) Engineered Materials 23 25 (12) 36 Acetyl Chain (10) 2 (5) (13) Total Company (2) 9 (5) 2 Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021 Volume Price Currency Total (In percentages) Engineered Materials 24 24 (9) 39 Acetyl Chain (5) 11 (4) 2 Total Company 3 14 (4) 13 Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021 Volume Price Currency Total (In percentages) Engineered Materials 20 25 (4) 41 Acetyl Chain 7 38 (3) 42 Total Company 12 32 (3) 41 12 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 4c Factors Affecting Segment Net Sales Year Over Year - Unaudited Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Volume Price Currency Total (In percentages) Engineered Materials 54 (1) — 53 Acetyl Chain 2 (17) — (15) Total Company 23 (10) — 13 Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Volume Price Currency Total (In percentages) Engineered Materials 33 23 (8) 48 Acetyl Chain (6) 6 (3) (3) Total Company 6 11 (4) 13 13 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 5 Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions, except percentages) Net cash provided by (used in) investing activities (134) (168) 375 (163) (178) (11,141) (10,713) (143) (136) (149) Net cash provided by (used in) financing activities (1,456) (240) (700) (447) (69) 10,290 1,944 8,600 (159) (95) Net cash provided by (used in) operating activities 1,899 830 403 762 (96) 1,819 541 467 495 316 Capital expenditures on property, plant and equipment (568) (128) (131) (145) (164) (543) (143) (139) (124) (137) Contributions from/(Distributions) to NCI (11) — (4) (6) (1) (13) (3) (3) (3) (4) Free cash flow(1) 1,320 702 268 611 (261) 1,263 395 325 368 175 Net sales 10,940 2,569 2,723 2,795 2,853 9,673 2,348 2,301 2,486 2,538 Free cash flow as % of Net sales 12.1 % 27.3 % 9.8 % 21.9 % (9.1) % 13.1 % 16.8 % 14.1 % 14.8 % 6.9 % ______________________________ (1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. 14 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 6 Cash Dividends Received - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions) Dividends from equity method investments 157 85 7 25 40 217 82 27 82 26 Dividends from equity investments without readily determinable fair values 126 31 30 31 34 133 30 30 36 37 Total 283 116 37 56 74 350 112 57 118 63 Table 7 Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 (In $ millions) Short-term borrowings and current installments of long-term debt - third party and affiliates 1,383 1,383 1,408 1,507 1,386 1,306 1,306 977 809 860 Long-term debt, net of unamortized deferred financing costs 12,301 12,301 12,291 12,889 13,396 13,373 13,373 11,360 3,022 3,132 Total debt 13,684 13,684 13,699 14,396 14,782 14,679 14,679 12,337 3,831 3,992 Cash and cash equivalents (1,805) (1,805) (1,357) (1,296) (1,167) (1,508) (1,508) (9,671) (783) (605) Net debt 11,879 11,879 12,342 13,100 13,615 13,171 13,171 2,666 3,048 3,387 15 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 8 Certain Items - Unaudited The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures: Income Statement 2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 Classification (In $ millions) Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and Exit and shutdown other postretirement employee costs 89 33 9 21 26 52 2 14 29 7 benefit (expense) income Cost of sales / Other Asset impairments 15 6 9 — — 13 2 12 (1) — (charges) gains, net Impact from plant incidents and natural disasters(1) 6 — — — 6 17 17 — — — Cost of sales Mergers, acquisitions and dispositions 195 27 46 23 99 267 138 44 29 56 Cost of sales / SG&A Cost of sales / SG&A / Actuarial (gain) loss Non-operating pension and on pension and other postretirement employee postretirement plans 69 69 — — — 80 80 — — — benefit (expense) income Legal settlements and Cost of sales / SG&A / Other commercial disputes 12 4 2 6 — 3 — 1 — 2 (charges) gains, net (Gain) loss on disposition of Gain (loss) on disposition of businesses and assets (510) (3) (508) 1 — (13) (1) — (12) — businesses and assets, net Other 10 3 4 3 — 3 1 — 2 — Cost of sales / SG&A Certain Items attributable to Celanese Corporation (114) 139 (438) 54 131 422 239 71 47 65 ___________________________ (1)Primarily associated with Winter Storm Elliott. 16 -------------------------------------------------------------------------------- [[Image Removed: celogo.jpg]] Table 9 Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited 2023 2022 (In $ millions, (In $ millions, except percentages) except percentages) Net earnings (loss) attributable to Celanese Corporation 1,960 1,894 Adjusted EBIT ( Table 1 ) 1,753 2,171 Adjusted effective tax rate ( Table 3a ) 9 % 13 % Adjusted EBIT tax effected 1,595 1,889 2023 2022 Average 2022 2021 Average (In $ millions, except percentages) Short-term borrowings and current installments of long-term debt - third parties and affiliates 1,383 1,306 1,345 1,306 791 1,049 Long-term debt, net of unamortized deferred financing costs 12,301 13,373 12,837 13,373 3,176 8,275 Celanese Corporation stockholders' equity 7,091 5,637 6,364 5,637 4,189 4,913 Invested capital 20,546 14,237 Return on invested capital (adjusted) 7.8 % 13.3 % Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital 9.5 % 13.3 % 17