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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ? OF 1934 For the quarterly period ended June 30, 2024 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ? OF 1934 Commission File Number: 001-32410 [[Image Removed: CElogo.jpg]] CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 98-0420726 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Organization) No.) 222 W. Las Colinas Blvd., Suite 900N Irving, TX 75039-5421 (Address of Principal Executive Offices and zip code) (972) 443-4000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ? Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ? Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ? Non-accelerated filer ? Smaller reporting company ? Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ? The number of outstanding shares of the registrant's Common Stock, $0.0001 par value, as of July 26, 2024 was 109,264,181. -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES Form 10-Q For the Quarterly Period Ended June 30, 2024 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 a) Unaudited Interim Consolidated Statements of Operations for the three and s ix months ended June 3 0 , 2024 and 2023 3 b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30 , 2024 and 2023 4 c) Unaudited Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023 5 d) Unaudited Interim Consolidated Statements of Equity for the three and six months ended J u ne 3 0 , 2024 and 2023 6 e) Unaudited Interim Consolidated Statements of Cash Flows for the six months ended June 30 , 2024 and 2023 8 f) Notes to the Unaudited Interim Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 35 Item 3. Quantitative and Qualitative Disclosures about Market Risk 51 Item 4. Controls and Procedures 51 PART II - OTHER INFORMATION Item 1. Legal Proceedings 52 Item 1A. Risk Factors 52 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 52 Item 3. Defaults Upon Senior Securities 52 Item 4. Mine Safety Disclosures 52 Item 5. Other Information 53 Item 6. Exhibits 54 Signatures 55 2 -------------------------------------------------------------------------------- Table of Contents Item 1. Financial Statements CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In $ millions, except share and per share data) Net sales 2,651 2,795 5,262 5,648 Cost of sales (2,010) (2,109) (4,067) (4,331) Gross profit 641 686 1,195 1,317 Selling, general and administrative expenses (255) (274) (520) (559) Amortization of intangible assets (38) (42) (79) (83) Research and development expenses (33) (40) (67) (82) Other (charges) gains, net (48) (10) (62) (33) Foreign exchange gain (loss), net (9) 15 2 21 Gain (loss) on disposition of businesses and assets, net (8) — (9) 5 Operating profit (loss) 250 335 460 586 Equity in net earnings (loss) of affiliates 51 23 106 38 Non-operating pension and other postretirement employee benefit (expense) income 2 (2) 4 (1) Interest expense (174) (182) (343) (364) Interest income 10 7 23 15 Dividend income - equity investments 31 31 65 65 Other income (expense), net 13 4 25 (2) Earnings (loss) from continuing operations before tax 183 216 340 337 Income tax (provision) benefit (29) 4 (62) (21) Earnings (loss) from continuing operations 154 220 278 316 Earnings (loss) from operation of discontinued operations (1) — (1) (3) Income tax (provision) benefit from discontinued operations — 1 — 1 Earnings (loss) from discontinued operations (1) 1 (1) (2) Net earnings (loss) 153 221 277 314 Net (earnings) loss attributable to noncontrolling interests 2 (1) (1) (3) Net earnings (loss) attributable to Celanese Corporation 155 220 276 311 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 156 219 277 313 Earnings (loss) from discontinued operations (1) 1 (1) (2) Net earnings (loss) 155 220 276 311 Earnings (loss) per common share - basic Continuing operations 1.43 2.01 2.54 2.88 Discontinued operations (0.01) 0.01 (0.01) (0.02) Net earnings (loss) - basic 1.42 2.02 2.53 2.86 Earnings (loss) per common share - diluted Continuing operations 1.42 2.00 2.53 2.86 Discontinued operations (0.01) 0.01 (0.01) (0.01) Net earnings (loss) - diluted 1.41 2.01 2.52 2.85 Weighted average shares - basic 109,314,411 108,886,678 109,191,736 108,761,071 Weighted average shares - diluted 109,547,401 109,306,331 109,523,364 109,281,364 See the accompanying notes to the unaudited interim consolidated financial statements. 3 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In $ millions) Net earnings (loss) 153 221 277 314 Other comprehensive income (loss), net of tax Foreign currency translation gain (loss) (7) (201) (61) (188) Gain (loss) on derivative hedges 12 — 14 4 Pension and postretirement benefits — 1 (1) — Total other comprehensive income (loss), net of tax 5 (200) (48) (184) Total comprehensive income (loss), net of tax 158 21 229 130 Comprehensive (income) loss attributable to noncontrolling interests 2 (1) (1) (3) Comprehensive income (loss) attributable to Celanese Corporation 160 20 228 127 See the accompanying notes to the unaudited interim consolidated financial statements. 4 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS As of As of June 30, December 31, 2024 2023 (In $ millions, except share data) ASSETS Current Assets Cash and cash equivalents 1,185 1,805 Trade receivables - third party and affiliates 1,264 1,243 Non-trade receivables, net 662 541 Inventories 2,464 2,357 Other assets 329 272 Total current assets 5,904 6,218 Investments in affiliates 1,215 1,220 Property, plant and equipment (net of accumulated depreciation - 2024: $4,359; 2023: $4,080) 5,382 5,584 Operating lease right-of-use assets 381 422 Deferred income taxes 1,608 1,677 Other assets 579 524 Goodwill 6,899 6,977 Intangible assets, net 3,844 3,975 Total assets 25,812 26,597 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates 1,977 1,383 Trade payables - third party and affiliates 1,538 1,510 Other liabilities 1,106 1,154 Income taxes payable 5 25 Total current liabilities 4,626 4,072 Long-term debt, net of unamortized deferred financing costs 11,058 12,301 Deferred income taxes 1,039 999 Uncertain tax positions 292 300 Benefit obligations 435 457 Operating lease liabilities 282 325 Other liabilities 471 591 Commitments and Contingencies Shareholders' Equity Preferred stock, $0.01 par value, 100,000,000 shares authorized (2024 and 2023: 0 issued and outstanding) — — Common stock, $0.0001 par value, 400,000,000 shares authorized (2024: 170,799,809 issued and 109,262,563 outstanding; 2023: 170,476,740 issued and 108,906,426 outstanding) — — Treasury stock, at cost (2024: 61,537,246 shares; 2023: 61,570,314 shares) (5,487) (5,488) Additional paid-in capital 394 394 Retained earnings 13,051 12,929 Accumulated other comprehensive income (loss), net (792) (744) Total Celanese Corporation shareholders' equity 7,166 7,091 Noncontrolling interests 443 461 Total equity 7,609 7,552 Total liabilities and equity 25,812 26,597 See the accompanying notes to the unaudited interim consolidated financial statements. 5 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY Three Months Ended June 30, 2024 2023 Shares Amount Shares Amount (In $ millions, except share data) Common Stock Balance as of the beginning of the period 109,210,286 — 108,786,738 — Stock option exercises 1,292 — — — Stock awards 50,985 — 60,697 — Balance as of the end of the period 109,262,563 — 108,847,435 — Treasury Stock Balance as of the beginning of the period 61,570,314 (5,488) 61,661,493 (5,491) Issuance of treasury stock under stock plans (33,068) 1 (50,092) 1 Balance as of the end of the period 61,537,246 (5,487) 61,611,401 (5,490) Additional Paid-In Capital Balance as of the beginning of the period 383 365 Stock-based compensation, net of tax 11 18 Balance as of the end of the period 394 383 Retained Earnings Balance as of the beginning of the period 12,973 11,289 Net earnings (loss) attributable to Celanese Corporation 155 220 Common stock dividends (77) (76) Balance as of the end of the period 13,051 11,433 Accumulated Other Comprehensive Income (Loss), Net Balance as of the beginning of the period (797) (502) Other comprehensive income (loss), net of tax 5 (200) Balance as of the end of the period (792) (702) Total Celanese Corporation shareholders' equity 7,166 5,624 Noncontrolling Interests Balance as of the beginning of the period 460 469 Net earnings (loss) attributable to noncontrolling interests (2) 1 Other comprehensive income (loss), net of tax (1) — Distributions/dividends to noncontrolling interests (14) (6) Balance as of the end of the period 443 464 Total equity 7,609 6,088 See the accompanying notes to the unaudited interim consolidated financial statements. 6 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY Six Months Ended June 30, 2024 2023 Shares Amount Shares Amount (In $ millions, except share data) Common Stock Balance as of the beginning of the period 108,906,426 — 108,473,932 — Stock option exercises 9,239 — — — Stock awards 346,898 — 373,503 — Balance as of the end of the period 109,262,563 — 108,847,435 — Treasury Stock Balance as of the beginning of the period 61,570,314 (5,488) 61,661,493 (5,491) Issuance of treasury stock under stock plans (33,068) 1 (50,092) 1 Balance as of the end of the period 61,537,246 (5,487) 61,611,401 (5,490) Additional Paid-In Capital Balance as of the beginning of the period 394 372 Stock-based compensation, net of tax (1) 11 Stock option exercises, net of tax 1 — Balance as of the end of the period 394 383 Retained Earnings Balance as of the beginning of the period 12,929 11,274 Net earnings (loss) attributable to Celanese Corporation 276 311 Common stock dividends (154) (152) Balance as of the end of the period 13,051 11,433 Accumulated Other Comprehensive Income (Loss), Net Balance as of the beginning of the period (744) (518) Other comprehensive income (loss), net of tax (48) (184) Balance as of the end of the period (792) (702) Total Celanese Corporation shareholders' equity 7,166 5,624 Noncontrolling Interests Balance as of the beginning of the period 461 468 Net earnings (loss) attributable to noncontrolling interests 1 3 Other comprehensive income (loss), net of tax (1) — Distributions/dividends to noncontrolling interests (18) (7) Balance as of the end of the period 443 464 Total equity 7,609 6,088 See the accompanying notes to the unaudited interim consolidated financial statements. 7 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2024 2023 (In $ millions) Operating Activities Net earnings (loss) 277 314 Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities Asset impairments 5 — Depreciation, amortization and accretion 425 359 Pension and postretirement net periodic benefit cost 3 7 Pension and postretirement contributions (25) (24) Deferred income taxes, net 4 (3) (Gain) loss on disposition of businesses and assets, net 8 (4) Stock-based compensation 20 32 Undistributed earnings in unconsolidated affiliates (10) (15) Other, net 4 (4) Operating cash provided by (used in) discontinued operations (9) (4) Changes in operating assets and liabilities Trade receivables - third party and affiliates, net (37) (10) Inventories (143) 220 Other assets (29) 187 Trade payables - third party and affiliates 99 (211) Other liabilities (199) (178) Net cash provided by (used in) operating activities 393 666 Investing Activities Capital expenditures on property, plant and equipment (242) (309) Proceeds from sale of businesses and assets, net (4) 9 Settlement of cross-currency swap agreement 17 — Other, net (13) (41) Net cash provided by (used in) investing activities (242) (341) Financing Activities Net change in short-term borrowings with maturities of 3 months or less 8 (300) Proceeds from short-term borrowings 160 349 Repayments of short-term borrowings (418) (370) Proceeds from long-term debt 183 — Repayments of long-term debt (485) (13) Stock option exercises 1 — Common stock dividends (154) (152) Distributions/dividends to noncontrolling interests (18) (7) Other, net (25) (23) Net cash provided by (used in) financing activities (748) (516) Exchange rate effects on cash and cash equivalents (23) (21) Net increase (decrease) in cash and cash equivalents (620) (212) Cash and cash equivalents as of beginning of period 1,805 1,508 Cash and cash equivalents as of end of period 1,185 1,296 See the accompanying notes to the unaudited interim consolidated financial statements. 8 -------------------------------------------------------------------------------- Table of Contents CELANESE CORPORATION AND SUBSIDIARIES NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. Description of the Company and Basis of Presentation Description of the Company Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. Definitions In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries. Basis of Presentation The unaudited interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations. In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2023, filed on February 23, 2024 with the SEC as part of the Company's Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year. In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report. For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as noncontrolling interests. Estimates and Assumptions The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates. 9 -------------------------------------------------------------------------------- Table of Contents 2. Recent Accounting Pronouncements The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by Securities and Exchange Commission ("SEC"): Effect on the Financial Statements or Other Standard/Final Rule Description Effective Date Significant Matters In March 2024, the SEC The final rule will require the Phased-in and The Company is currently issued Release No. disclosure of Scope 1 and Scope 2 effective for fiscal evaluating the impact of the 33-11275, The greenhouse gas emissions, if years beginning after adoption on its financial Enhancement and material, which will be subject to December 15, 2024. statement disclosures. Standardization of phased-in assurance requirements, Early adoption is Climate-Related governance of climate-related risks, permitted. The SEC Disclosures for risk management processes and stayed the Investors. climate-related targets and goals. effectiveness of the Within the notes to financial final rule in April statements, the final rule requires 2024 pending judicial disclosure of certain review. climate-related financial statement effects and metrics. In December 2023, the The new guidance requires an entity Effective for annual The Company is currently FASB issued ASU 2023-09, to disclose specific categories in periods beginning evaluating the impact of the Improvements to Income the rate reconciliation and provide after December 15, adoption on its financial Tax Disclosures. additional information for 2024. Early adoption statement disclosures. reconciling items that meet a is permitted. quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign and income tax expense (benefit) from continuing operations disaggregated by federal (national), state and foreign. In November 2023, the The new guidance requires an entity Effective for annual The Company is currently FASB issued ASU 2023-07, to disclose, on an annual and periods beginning evaluating the impact of the Improvements to interim basis, significant segment after December 15, adoption on its financial Reportable Segment expenses that are regularly provided 2023, and for interim statement disclosures. Disclosures. to the chief operating decision periods beginning maker ("CODM") and included within after December 15, segment profit or loss, as well as 2024. Early adoption an amount of other segment items by is permitted. reportable segment and a description of its composition. Additionally, the guidance requires an entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. 10 -------------------------------------------------------------------------------- Table of Contents 3. Acquisitions, Dispositions and Plant Closures Acquisitions • Nutrinova Joint Venture In September 2023, the Company formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. The Company contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of its food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. The Company is accounting for its interest in the joint venture as an equity method investment, and its portion of the results continues to be included in the Engineered Materials segment. A gain on the transaction of $515 million was included in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations for the year ended December 31, 2023. Plant Closures •Uentrop, Germany In October 2023, the Company announced the intended closure of its Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at its facility in Uentrop, Germany to optimize production costs across its global network. These operations are included in the Company's Engineered Materials segment. The Company fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the six months ended June 30, 2024. The exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany were as follows: Six Months Ended June 30, 2024 (In $ millions) Restructuring(1) 14 Accelerated depreciation expense(2) 34 Total 48 ______________________________ (1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations ( Note 18 ). (2)Included in Cost of sales in the unaudited interim consolidated statements of operations. The Company expects to incur additional exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany of approximately $11 million, inclusive of estimated employee termination costs, through 2027. 11 -------------------------------------------------------------------------------- Table of Contents •Mechelen, Belgium On February 29, 2024, the Company announced the intended closure of its facility in Mechelen, Belgium to optimize production costs across its global network. This operation is included in the Company's Engineered Materials segment. The Company plans to cease operations in the fourth quarter of 2024. The exit and shutdown costs related to the closure of the facility in Mechelen, Belgium were as follows: Six Months Ended June 30, 2024 (In $ millions) Restructuring(1) 26 Accelerated depreciation expense(2) 20 Total 46 ______________________________ (1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations ( Note 18 ). (2)Included in Cost of sales in the unaudited interim consolidated statements of operations. The Company expects to incur additional exit and shutdown costs related to the closure of the facility in Mechelen, Belgium of approximately $68 million, inclusive of estimated employee termination costs, through 2028. 4. Inventories As of As of June 30, December 31, 2024 2023 (In $ millions) Finished goods 1,732 1,604 Work-in-process 140 160 Raw materials and supplies 592 593 Total 2,464 2,357 5. Goodwill and Intangible Assets, Net Goodwill Engineered Materials Acetyl Chain Total (In $ millions) As of December 31, 2023 6,602 375 6,977 Exchange rate changes (71) (7) (78) As of June 30, 2024(1) 6,531 368 6,899 ______________________________ (1)There were no accumulated impairment losses as of June 30, 2024. 12 -------------------------------------------------------------------------------- Table of Contents Intangible Assets, Net Finite-lived intangible assets are as follows: Customer- Covenants Related Not to Intangible Developed Compete Licenses Assets Technology and Other Total (In $ millions) Gross Asset Value As of December 31, 2023 41 2,437 601 55 3,134 Exchange rate changes (1) (43) (3) — (47) As of June 30, 2024 40 2,394 598 55 3,087 Accumulated Amortization As of December 31, 2023 (38) (639) (95) (42) (814) Amortization — (58) (21) — (79) Exchange rate changes — 13 3 1 17 As of June 30, 2024 (38) (684) (113) (41) (876) Net book value 2 1,710 485 14 2,211 Indefinite-lived intangible assets are as follows: Trademarks and Trade Names (In $ millions) As of December 31, 2023 1,655 Exchange rate changes (22) As of June 30, 2024 1,633 During the six months ended June 30, 2024, the Company did not renew or extend any intangible assets. Estimated amortization expense for the succeeding five fiscal years is as follows: (In $ millions) 2025 161 2026 160 2027 160 2028 160 2029 155 13 -------------------------------------------------------------------------------- Table of Contents 6. Current Other Liabilities As of As of June 30, December 31, 2024 2023 (In $ millions) Benefit obligations ( Note 8 ) 25 25 Customer rebates 55 96 Derivatives ( Note 12 ) 85 90 Interest ( Note 7 ) 244 246 Legal ( Note 14 ) 10 34 Operating leases 86 89 Restructuring ( Note 18 ) 52 18 Salaries and benefits 146 175 Sales and use tax/foreign withholding tax payable 152 128 Investment in affiliates 96 96 Other 155 157 Total 1,106 1,154 7. Debt As of As of June 30, December 31, 2024 2023 (In $ millions) Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates Current installments of long-term debt 1,876 1,025 Short-term borrowings, including amounts due to affiliates(1) 46 146 Revolving credit facilities(2) 55 212 Total 1,977 1,383 ______________________________ (1)The weighted average interest rate was 2.2% and 2.9% as of June 30, 2024 and December 31, 2023, respectively. (2)The weighted average interest rate was 3.1% and 3.4% as of June 30, 2024 and December 31, 2023, respectively. 14 -------------------------------------------------------------------------------- Table of Contents As of As of June 30, December 31, 2024 2023 (In $ millions) Long-Term Debt Senior unsecured notes due 2024, interest rate of 3.500% — 473 Senior unsecured notes due 2024, interest rate of 5.900% 527 527 Senior unsecured notes due 2025, interest rate of 1.250% 321 331 Senior unsecured notes due 2025, interest rate of 6.050% 1,000 1,000 Senior unsecured notes due 2026, interest rate of 1.400% 400 400 Senior unsecured notes due 2026, interest rate of 4.777% 1,070 1,105 Senior unsecured notes due 2027, interest rate of 2.125% 534 551 Senior unsecured notes due 2027, interest rate of 6.165% 2,000 2,000 Senior unsecured term loan due 2027(1) 880 880 Senior unsecured notes due 2028, interest rate of 0.625% 535 552 Senior unsecured notes due 2028, interest rate of 6.350% 1,000 1,000 Senior unsecured notes due 2029, interest rate of 5.337% 535 552 Senior unsecured notes due 2029, interest rate of 6.330% 750 750 Senior unsecured notes due 2030, interest rate of 6.550% 999 999 Senior unsecured notes due 2032, interest rate of 6.379% 1,000 1,000 Senior unsecured notes due 2033, interest rate of 6.700% 1,000 1,000 Pollution control and industrial revenue bonds due at various dates through 2030(2) 126 127 Bank loans due at various dates through 2030(3) 188 5 Obligations under finance leases due at various dates through 2054 133 148 Subtotal 12,998 13,400 Unamortized deferred financing costs(4) (64) (74) Current installments of long-term debt (1,876) (1,025) Total 11,058 12,301 ______________________________ (1)The interest rate was 6.928% and 6.943% as of June 30, 2024 and December 31, 2023, respectively. (2)Interest rates range from 4.05% to 5.00%. (3)The weighted average interest rate was 2.8% and 2.6% as of June 30, 2024 and December 31, 2023, respectively. (4)Related to the Company's long-term debt, excluding obligations under finance leases. Senior Credit Facilities In March 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million (the "364-day Term Loans") and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). The 364-day Term Loans have been fully repaid. Also in March 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement, the "U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027 (the "U.S. Revolving Credit Facility"). The margin for borrowings under the U.S. Revolving Credit Facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings. In August 2023, the Company amended certain covenants in the March 2022 U.S. Term Loan Credit Agreement to permit refinancing of certain senior notes without requiring a mandatory prepayment under the March 2022 U.S. Term Loan Credit Agreement. 15 -------------------------------------------------------------------------------- Table of Contents On February 16, 2024 and February 21, 2023, the Company amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors"). The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report. In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "China Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility", and together with any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million. The China Revolving Credit Agreement is guaranteed by Celanese U.S. Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was supported by a letter of comfort from the Company. The China Working Capital Term Loan Agreement was fully repaid during the three months ended March 31, 2024. In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "CNC Working Capital Loan Agreement"). The loan under the CNC Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024. On June 28, 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 28, 2027 and bearing interest at 2.75% (the "CNC Three Year Working Capital Loan Agreement," together with the China Revolving Credit Agreement, the China Working Capital Term Loan Agreement and the CNC Working Capital Loan Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements"). The CNC Three Year Working Capital Loan Agreement was not drawn during the three months ended June 30, 2024. The Company expects that the China Credit Agreements will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate. The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows: As of June 30, 2024 (In $ millions) U.S. Revolving Credit Facility Borrowings outstanding — Available for borrowing 1,750 China Revolving Credit Facilities Borrowings outstanding 55 Available for borrowing 62 Subsequent to June 30, 2024, the Company drew $400 million from its U.S. Revolving Credit Facility. This borrowing and cash on hand were used primarily to repay in full the Company's senior unsecured notes, with an interest rate of 5.900%, due on July 5, 2024. 16 -------------------------------------------------------------------------------- Table of Contents Senior Notes The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date. In August 2023, Celanese U.S. completed a public offering registered under the Securities Act of senior unsecured notes as follows (collectively, the "2023 Offering"): Aggregate Principal Maturity Date Amount Issued Discount to Par Interest Rate (In $ millions) November 15, 2028 1,000 99.986% 6.350% November 15, 2030 999 99.950% 6.550% November 15, 2033 1,000 99.992% 6.700% Also, in August 2023, Celanese U.S. completed a cash tender offer for $2.25 billion in aggregate principal amount (the "Tender Offer") as follows: Purchase price per Aggregate Principal $1,000 principal Total Tender Offer Accrued and Unpaid Maturity Date Amount Tendered amount Consideration Interest (In $ millions) (In $ millions) July 5, 2024 1,473 $ 999.92 1,473 12 March 15, 2025 750 $ 1,002.85 752 20 May 8, 2024 27 $ 983.95 27 — The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness, including the payment in full of the 364-day Term Loans and certain 3-year term loans pursuant to a term loan credit agreement entered into in September 2022. Accounts Receivable Purchasing Facility In June 2023, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2025. Under the Amended Receivables Purchase Agreement, transfers of U.S. accounts receivable from the SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the U.S. accounts receivable to the SPE. The Company and related subsidiaries have no continuing involvement in the transferred U.S. accounts receivable, other than collection and administrative responsibilities and, once sold, the U.S. accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $728 million and $1.4 billion of accounts receivable under this agreement for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $710 million and $1.3 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $136 million were pledged by the SPE as collateral to the Purchasers as of June 30, 2024. Factoring and Discounting Agreements The Company has factoring agreements in Europe and Singapore with financial institutions to sell 100% and 90% of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell 100% of certain accounts receivable on a limited recourse basis. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables, 17 -------------------------------------------------------------------------------- Table of Contents other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $347 million and $423 million of accounts receivable under these factoring agreements for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $264 million and $407 million of accounts receivable sold under these factoring agreements during the same periods. The Company has master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $64 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of June 30, 2024 and December 31, 2023, respectively. Covenants The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. The Company is in compliance with the covenants in its material financing arrangements as of June 30, 2024. 8. Benefit Obligations The components of net periodic benefit cost are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Pension Post-retirement Pension Post-retirement Pension Post-retirement Pension Post-retirement Benefits Benefits Benefits Benefits Benefits Benefits Benefits Benefits (In $ millions) Service cost 4 — 2 — 7 — 6 — Interest cost 32 — 34 1 63 1 66 1 Expected return on plan assets (34) — (33) — (68) — (66) — Total 2 — 3 1 2 1 6 1 Benefit obligation funding is as follows: As of Total June 30, Expected 2024 2024 (In $ millions) Cash contributions to defined benefit pension plans 13 29 Benefit payments to nonqualified pension plans 10 19 Benefit payments to other postretirement benefit plans 2 3 The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006. 18 -------------------------------------------------------------------------------- Table of Contents Pension and postretirement benefit plan balances recognized in the unaudited consolidated balance sheets consist of the following: As of June 30, 2024 As of December 31, 2023 Pension Post-retirement Pension Post-retirement Benefits Benefits Benefits Benefits (In $ millions) Noncurrent Other assets 170 — 166 — Current Other liabilities (22) (3) (22) (3) Benefit obligations (394) (36) (415) (37) Net amount recognized (246) (39) (271) (40) 9. Environmental The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies. The components of environmental remediation liabilities, contained in Current and Noncurrent Other Liabilities, are as follows: As of As of June 30, December 31, 2024 2023 (In $ millions) Demerger obligations ( Note 14 ) 12 14 Divestiture obligations ( Note 14 ) 12 13 Active sites 24 25 U.S. Superfund sites 6 8 Other environmental remediation liabilities 2 2 Total 56 62 Remediation Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company ( Note 14 ). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period. U.S. Superfund Sites In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is 19 -------------------------------------------------------------------------------- Table of Contents uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites. As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available. One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Study Area. The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the LPRSA and the Newark Bay Study Area. In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million. The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several damages, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273 (MCA) (LDW) (U.S. District Court New Jersey) (the "2018 OCC Lawsuit"), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 2018 OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs. Separately, the United States lodged a Consent Decree in U.S. District Court for the District of New Jersey in December 2022 that will resolve the Company's liability (and that of more than 80 other settling defendants) to the EPA for costs to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site in exchange for a collective payment of $150 million, United States v. Alden Leeds, Inc., No. 2:22-7326 (MCA) (LDW) (U.S. District Court New Jersey) ("Consent Decree Action"). The Consent Decree also will provide the Company protection from contribution claims by others for costs incurred to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site. The Company's proposed payment toward the $150 million collective settlement payment is not material to the Company's results of operations, cash flows or financial position. The Consent Decree is still subject to public comment and court approval. In March 2023, the U.S. District Court for the District of New Jersey entered an order staying and administratively terminating the 2018 OCC Lawsuit, pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. Also in March 2023, OCC filed a new lawsuit against 40 parties, including a subsidiary of the Company, seeking to recover costs for remedial design work the EPA has ordered OCC to undertake for a portion of the LPRSA at an estimated cost of $71 million, Occidental Chemical Corporation v. Givaudan Fragrances Corporation, No. 2:23-cv-1699 (U.S. District Court New Jersey) (the "2023 OCC Lawsuit"). Like the earlier lawsuit, the 2023 OCC Lawsuit concerns the facility Essex County, New Jersey purchased and for which Essex County, New Jersey has agreed to defend and indemnify the Company. This new lawsuit does not change the Company's estimated liability for LPRSA cleanup costs. The Company will continue to vigorously defend these matters and continues to believe that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, previously estimated at less than 1%, will not be material. 20 -------------------------------------------------------------------------------- Table of Contents Other Environmental Matters In April 2022, a methanol leak on a pipeline to the Company's Bishop, Texas facility was discovered. The release has been contained, the leak has been repaired and the pipeline has resumed operation. The Company promptly disclosed the incident to state and federal authorities, including the Texas Commission on Environmental Quality and the EPA, and remediation activities are now completed. While the Company has not received a notice of violation nor been assessed any fines or penalties to date, the Company recorded a reserve in Other current liabilities based on anticipated clean-up costs and possible penalties to state or federal authorities. The Company does not believe that resolution of this matter will have a material impact on its financial condition or results of operations. 10. Shareholders' Equity Common Stock The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay cash dividends is not currently restricted by the Global Credit Agreements and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant. The Company declared a quarterly cash dividend of $0.70 per share on its Common Stock on July 17, 2024, amounting to $76 million. The cash dividend will be paid on August 12, 2024 to holders of record as of July 30, 2024. Treasury Stock The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. Total From February 2008 Through June 30, 2024 Shares repurchased 69,324,429 Average purchase price per share $ 83.71 Shares repurchased (in $ millions) 5,803 Aggregate Board of Directors repurchase authorizations during the period (in $ millions) 6,866 The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity. The Company did not repurchase any Common Stock during the six months ended June 30, 2024 or 2023. 21 -------------------------------------------------------------------------------- Table of Contents Other Comprehensive Income (Loss), Net Three Months Ended June 30, 2024 2023 Income Income Tax Tax Gross (Provision) Net Gross (Provision) Net Amount Benefit Amount Amount Benefit Amount (In $ millions) Foreign currency translation gain (loss) 3 (10) (7) (214) 13 (201) Gain (loss) on derivative hedges 14 (2) 12 (1) 1 — Pension and postretirement benefits gain (loss) — — — — 1 1 Total 17 (12) 5 (215) 15 (200) Six Months Ended June 30, 2024 2023 Income Income Tax Tax Gross (Provision) Net Gross (Provision) Net Amount Benefit Amount Amount Benefit Amount (In $ millions) Foreign currency translation gain (loss) (24) (37) (61) (218) 30 (188) Gain (loss) on derivative hedges 16 (2) 14 3 1 4 Pension and postretirement benefits gain (loss) (1) — (1) (1) 1 — Total (9) (39) (48) (216) 32 (184) Adjustments to Accumulated other comprehensive income (loss), net, are as follows: Accumulated Gain (Loss) Pension and Other Foreign on Derivative Postretirement Comprehensive Currency Hedges Benefits Gain (Loss) Income Translation Gain (Loss) ( Note 12 ) ( Note 8 ) (Loss), Net (In $ millions) As of December 31, 2023 (701) (28) (15) (744) Other comprehensive income (loss) before reclassifications (24) 121 (1) 96 Amounts reclassified from accumulated other comprehensive income (loss) — (105) — (105) Income tax (provision) benefit (37) (2) — (39) As of June 30, 2024 (762) (14) (16) (792) 11. Income Taxes Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In percentages) Effective income tax rate 16 (2) 18 6 The effective income tax rate for the three months ended June 30, 2024, was higher compared to the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions for the three months ended June 30, 2024, prior year non-recurring decreases in valuation allowances on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period for the three months ended June 30, 2023, and increased earnings in high-taxed jurisdictions related to improved economic conditions. 22 -------------------------------------------------------------------------------- Table of Contents The effective income tax rate for the six months ended June 30, 2024 was higher compared to the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions and increased earnings in high-taxed jurisdictions related to improved economic conditions. In December 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted and was effective January 1, 2018. The U.S. Treasury has issued various notices and final and proposed regulatory packages supplementing the TCJA provisions since 2018. There have been no material proposed or final regulatory packages during the three months ended June 30, 2024. In August 2022, the Inflation Reduction Act (the "IRA") was enacted and included a 1% excise tax on share repurchases in excess of $1 million, and a corporate minimum tax of 15% on adjusted book earnings. The corporate minimum tax paid is creditable in future years to the extent regular tax liability exceeds the minimum tax in any given year. The U.S. Treasury issued two sets of proposed regulations related to Section 4501, Excise Tax on Share Repurchase, on April 12, 2024. The Company does not expect these provisions or proposed regulations will have a material impact to future income tax expense. The IRA also provided various beneficial credits for energy efficiency related to manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which the Company is evaluating in regard to planned projects. The Company will continue to monitor the expected impacts of any new guidance on the Company's filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective. Due to the TCJA and uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on a substantial portion of its foreign tax credit carryforwards. The Company is currently evaluating tax planning strategies to enable the use of the Company's foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed. In December 2021, the Organization for Economic Co-operation and Development ("OECD") issued final Model Rules for Pillars One and Two of its Base Erosion and Profit Shifting ("BEPS") project. In general, Pillar One addresses nexus concerns and the allocation of profits among companies in which a multinational enterprise ("MNE") conducts its business. Pillar Two aims to ensure that all MNEs pay an effective tax rate of no less than 15% on their adjusted net income in each of the jurisdictions in which they have operations. Pillar Two is more impactful to the Company as it allows for assessment even if the individual countries do not enact its minimum tax provisions. In effect, Pillar Two allows any country within which an MNE operates to levy tax upon that MNE to the extent it determines that the MNE is paying less than a 15% effective tax rate on its adjusted net income. The taxes levied may then be allocated among the jurisdictions that conform to the OECD rules. In December 2022, the member states of the European Union ("EU") unanimously voted to adopt the OECD's minimum tax which was agreed to by consensus of the BEPS 2.0 (Pillars One and Two) signatory jurisdictions. Under the EU's minimum tax directive, member states are to adopt domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with Pillar Two's "under-taxed profit rule" to take effect for periods beginning on or after December 31, 2024. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. Legislatures in multiple countries outside of the EU have also drafted legislation to implement the OECD's minimum tax proposals. In July 2023, the OECD published Administrative Guidance proposing certain safe harbor provisions, including an effective rate test and a routine profits test, which if satisfied effectively will delay effective dates of Pillar Two to January 1, 2027. The EU and a significant number of other countries are expected to implement the safe harbor in local legislation. Based on these safe harbor provisions, the Company currently expects that, in several material jurisdictions, including the U.S., Netherlands, Switzerland, Germany, China, Singapore and Canada, it will qualify for the safe harbor effectively extending the application of the global minimum tax until January 1, 2027. On June 17, 2024, the OECD published a fourth set of Administrative Guidance on the Global Anti-Base Erosion Model rules ("GloBE"). The additional guidance covers deferred tax liability recapture, divergences between GloBE and accounting carrying values, allocation of cross-border current taxes, allocation of cross-border deferred taxes, allocation of profits and taxes in structures including flow-through entities, and treatment of securitization vehicles. While the Company is still modeling the potential impact of the new administrative guidance, it is not expected to have a material impact in the short term due to the safe harbor provisions, effective for the years 2024 to 2026, published in the July 2023 Administrative Guidance. The Company will continue to monitor the developments and implementation of the OECD BEPS projects. Currently the Company does not meet the requirements for the application of Pillar One. The Company analyzed the application of the safe harbor provisions and does not expect a material impact in 2024 from the local adoption of the OECD Pillar Two proposals, but is continuing to model the effect of these provisions on its future effective tax rate and cash taxes. 23 -------------------------------------------------------------------------------- Table of Contents The Company's tax returns have been under audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). In September 2021, the Company received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The Authorities also proposed to apply these adjustments to open tax years through 2019. The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, the Company concluded settlement discussions with the Dutch tax authority. In the second quarter of 2024, the Company advanced discussions with the German tax authority related to the German transfer pricing audit and recorded immaterial adjustments to its tax reserves related to these matters. The Company is engaged in continuing discussions with the other Authorities and is currently evaluating all additional potential remedies regarding the ongoing examinations. In addition, the Company's income tax returns in Mexico are under audit for the year 2018, in Canada for the years 2016 through 2022, and in the United States for the years 2016 through 2020. In August 2023, the Company negotiated a partial settlement with the Mexico tax authority for its audit for the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations for the year ended December 31, 2023. In September 2023, the Canadian tax authority opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. The Company is in ongoing discussions regarding the audit findings with the Canadian tax authority for the years 2016 through 2018 and does not expect a material impact to income tax expense resulting from the audit. The audit in the United States for the years 2016 through 2020 is in the data gathering phase. As of June 30, 2024, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examinations by government authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised in the audits described above are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its positions, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. 24 -------------------------------------------------------------------------------- Table of Contents 12. Derivative Financial Instruments Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows: Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Recognized in Earnings (Loss) Three Months Ended June 30, Statement of Operations 2024 2023 2024 2023 Classification (In $ millions) Designated as Cash Flow Hedges Commodity swaps 6 (7) — — Cost of sales Interest rate swaps — — (2) (2) Interest expense Foreign currency forwards — 2 — (1) Cost of sales Total 6 (5) (2) (3) Designated as Fair Value Hedges Foreign exchange gain Cross-currency swaps(1) 91 — 86 — (loss), net Designated as Net Investment Hedges Foreign currency denominated debt 20 (5) — — N/A Cross-currency swaps(2) 34 (74) — — N/A Total 54 (79) — — Not Designated as Hedges Foreign exchange gain Foreign currency forwards and (loss), net; Other income swaps — — (17) (1) (expense), net ______________________________ (1)In conjunction with the 2023 Offering ( Note 7 ) in August 2023, the Company entered into a cross-currency swap to effectively convert $500 million of the issued notes into a Japanese yen-denominated borrowing at prevailing yen interest rates, maturing on July 15, 2029. The swap qualifies and has been designated as a fair value hedge of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary. Additionally, in conjunction with the 2023 Offering ( Note 7 ) in August 2023, the Company entered into cross-currency swaps to effectively convert $1.0 billion of the issued notes into 5-year and 7-year euro-denominated borrowings at prevailing euro interest rates, maturing on November 15, 2028 and November 15, 2030, respectively. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its euro-denominated subsidiary. (2)On April 11, 2024, the Company entered into cross-currency swaps to effectively convert its $1.0 billion senior unsecured notes due 2033 ( Note 7 ) into Chinese yuan-denominated borrowings at prevailing yuan interest rates, maturing on November 15, 2033. The swaps qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries. 25 -------------------------------------------------------------------------------- Table of Contents Gain (Loss) Recognized in Other Comprehensive Income (Loss) Gain (Loss) Recognized in Earnings (Loss) Six Months Ended June 30, Statement of Operations 2024 2023 2024 2023 Classification (In $ millions) Designated as Cash Flow Hedges Commodity swaps 9 (7) (1) 1 Cost of sales Interest rate swaps — — (4) (4) Interest expense Foreign currency forwards — 4 — (2) Cost of sales Total 9 (3) (5) (5) Designated as Fair Value Hedges Foreign exchange gain Cross-currency swaps(1) 110 — 110 — (loss), net Designated as Net Investment Hedges Foreign currency denominated debt 87 (61) — — N/A Cross-currency swaps(2) 104 (93) — — N/A Total 191 (154) — — Not Designated as Hedges Foreign exchange gain Foreign currency forwards and (loss), net; Other income swaps — — (1) 1 (expense), net ______________________________ (1)In conjunction with the 2023 Offering ( Note 7 ) in August 2023, the Company entered into a cross-currency swap to effectively convert $500 million of the issued notes into a Japanese yen-denominated borrowing at prevailing yen interest rates, maturing on July 15, 2029. The swap qualifies and has been designated as a fair value hedge of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary. Additionally, in conjunction with the 2023 Offering ( Note 7 ) in August 2023, the Company entered into cross-currency swaps to effectively convert $1.0 billion of the issued notes into 5-year and 7-year euro-denominated borrowings at prevailing euro interest rates, maturing on November 15, 2028 and November 15, 2030, respectively. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its euro-denominated subsidiary. (2) On April 11, 2024, the Company entered into cross-currency swaps to effectively convert its $1.0 billion senior unsecured notes due 2033 ( Note 7 ) into Chinese yuan-denominated borrowings at prevailing yuan interest rates, maturing on November 15, 2033. The swaps qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries. See Note 13 for additional information regarding the fair value of the Company's derivative instruments. Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement. 26 -------------------------------------------------------------------------------- Table of Contents Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows: As of As of June 30, December 31, 2024 2023 (In $ millions) Derivative Assets Gross amount recognized 269 183 Gross amount offset in the consolidated balance sheets — — Net amount presented in the consolidated balance sheets 269 183 Gross amount not offset in the consolidated balance sheets 27 40 Net amount 242 143 As of As of June 30, December 31, 2024 2023 (In $ millions) Derivative Liabilities Gross amount recognized 308 440 Gross amount offset in the consolidated balance sheets — — Net amount presented in the consolidated balance sheets 308 440 Gross amount not offset in the consolidated balance sheets 27 40 Net amount 281 400 27 -------------------------------------------------------------------------------- Table of Contents 13. Fair Value Measurements The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows: Derivative financial instruments include interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps and are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy. Fair Value Measurement Significant Other Observable Inputs (Level 2) Other assets Other liabilities Notional Amount Current Noncurrent Current Noncurrent (In millions) (In $ millions) As of June 30, 2024 Derivatives Designated as Cash Flow Hedges Commodity swaps $ 56 6 44 — — Derivatives Designated as Fair Value Hedges Cross-currency swaps $ 1,500 44 38 11 8 Derivatives Designated as Net Investment Hedges Cross-currency swaps € 4,514 86 — 58 200 Cross-currency swaps ¥ 7,268 26 — 11 1 Derivatives Not Designated as Hedges Foreign currency forwards and swaps $ 3,072 25 — 5 14 Total 187 82 85 223 As of December 31, 2023 Derivatives Designated as Cash Flow Hedges Commodity swaps $ 67 5 36 2 — Derivatives Designated as Fair Value Hedges Cross-currency swaps $ 1,500 40 — 11 61 Derivatives Designated as Net Investment Hedges Cross-currency swaps € 5,712 93 — 61 281 Derivatives Not Designated as Hedges Foreign currency forwards and swaps $ 1,954 9 — 16 8 Total 147 36 90 350 28 -------------------------------------------------------------------------------- Table of Contents Carrying values and fair values of financial instruments that are not carried at fair value are as follows: Fair Value Measurement Significant Other Observable Unobservable Carrying Inputs Inputs Amount (Level 2) (Level 3) Total (In $ millions) As of June 30, 2024 Equity investments without readily determinable fair values 170 — — — Insurance contracts in nonqualified trusts 18 18 — 18 Long-term debt, including current installments of long-term debt 12,998 12,971 133 13,104 As of December 31, 2023 Equity investments without readily determinable fair values 170 — — — Insurance contracts in nonqualified trusts 21 21 — 21 Long-term debt, including current installments of long-term debt 13,400 13,514 148 13,662 In general, the equity investments included in the table above are not publicly traded and their fair values are not readily determinable. The Company believes the carrying values approximate fair value. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under finance leases, which are included in long-term debt in the unaudited consolidated balance sheets, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement. As of June 30, 2024 and December 31, 2023, the fair values of cash and cash equivalents, receivables, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt. 14. Commitments and Contingencies Commitments Guarantees The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations. The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following: •Demerger Obligations In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") ( Note 9 ). The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst 29 -------------------------------------------------------------------------------- Table of Contents and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of June 30, 2024 are $116 million. Though the Company is significantly under its obligation cap under Category B, most of the divestiture agreements have become time barred and/or any notified environmental damage claims have been partially settled. The Company has also undertaken in the demerger agreement to indemnify Hoechst and its legal successors for (i) 33.33% of any and all Category A liabilities that result from Hoechst being held as the responsible party pursuant to public law or current or future environmental law or by third parties pursuant to private or public law related to contamination and (ii) liabilities that Hoechst is required to discharge, including tax liabilities, which are associated with businesses that were included in the demerger but were not demerged due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time limitations. The Company has not been requested by Hoechst to make any payments in connection with this indemnification. Accordingly, the Company has not made any payments to Hoechst and its legal successors. Based on the Company's evaluation of currently available information, including the lack of requests for indemnification, the Company cannot estimate the remaining demerger obligations, if any, in excess of amounts accrued. •Divestiture Obligations The Company and its predecessor companies agreed to indemnify third-party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to significant risk ( Note 9 ). The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the obligations contain monetary and/or time limitations, which extend through 2037. The aggregate amount of outstanding indemnifications and guarantees provided for under these agreements is $102 million as of June 30, 2024. Other agreements do not provide for any monetary or time limitations. Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the remaining divestiture obligations, if any, in excess of amounts accrued. Purchase Obligations In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. Additionally, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements. As of June 30, 2024, the Company had unconditional purchase obligations of $3.9 billion, of which $346 million will be paid in 2024, $582 million in 2025, $470 million in 2026, $415 million in 2027, $277 million in 2028 and the balance thereafter through 2042. Contingencies The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust or competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to the Company's results of operations, cash flows or financial position. As previously reported, in July 2020, the Company settled a European Commission competition law investigation involving certain of its subsidiaries and three other companies related to certain past ethylene purchases. Shell Chemicals Europe and another group of corporate claimants have filed claims for damages with the District Court of Amsterdam against four companies, including Celanese, arising from those activities, and the first court hearing was held in late September 2023. The Company intends to vigorously defend itself against these claims. While it is possible that additional parties could assert 30 -------------------------------------------------------------------------------- Table of Contents demands or claims related to this matter, based on information available at this time, the Company does not expect ultimate resolution of this matter to have a material impact on its financial condition or results of operations. 15. Segment Information Engineered Acetyl Other Materials Chain Activities Eliminations Consolidated (In $ millions) Three Months Ended June 30, 2024 Net sales 1,467 1,202 — (18) (1) 2,651 Other (charges) gains, net ( Note 18 ) (43) (1) (4) — (48) Operating profit (loss) 138 242 (130) — 250 Equity in net earnings (loss) of affiliates 47 3 1 — 51 Depreciation and amortization 121 61 10 — 192 Capital expenditures 41 36 10 — 87 (2) Three Months Ended June 30, 2023 Net sales 1,585 1,233 — (23) (1) 2,795 Other (charges) gains, net ( Note 18 ) (8) — (2) — (10) Operating profit (loss) 158 295 (118) — 335 Equity in net earnings (loss) of affiliates 18 2 3 — 23 Depreciation and amortization 112 54 6 — 172 Capital expenditures 58 67 27 — 152 (2) ______________________________ (1)Includes intersegment sales primarily related to the Acetyl Chain. (2)Includes a decrease in accrued capital expenditures of $18 million and an increase of $7 million for the three months ended June 30, 2024 and 2023, respectively. 31 -------------------------------------------------------------------------------- Table of Contents Engineered Acetyl Other Materials Chain Activities Eliminations Consolidated (In $ millions) Six Months Ended June 30, 2024 Net sales 2,845 2,463 — (46) (1) 5,262 Other (charges) gains, net ( Note 18 ) (54) (1) (7) — (62) Operating profit (loss) 227 496 (263) — 460 Equity in net earnings (loss) of affiliates 96 5 5 — 106 Depreciation and amortization 268 118 27 — 413 Capital expenditures 78 76 38 — 192 (2) As of June 30, 2024 Goodwill and intangible assets, net 10,325 418 — — 10,743 Total assets 17,470 5,424 2,918 — 25,812 Six Months Ended June 30, 2023 Net sales 3,215 2,483 — (50) (1) 5,648 Other (charges) gains, net ( Note 18 ) (29) (1) (3) — (33) Operating profit (loss) 270 573 (257) — 586 Equity in net earnings (loss) of affiliates 29 3 6 — 38 Depreciation and amortization 224 108 12 — 344 Capital expenditures 103 118 39 — 260 (2) As of December 31, 2023 Goodwill and intangible assets, net 10,525 427 — — 10,952 Total assets 17,930 5,538 3,129 — 26,597 ______________________________ (1)Includes intersegment sales primarily related to the Acetyl Chain. (2)Includes a decrease in accrued capital expenditures of $50 million and $49 million for the six months ended June 30, 2024 and 2023, respectively. 16. Revenue Recognition The Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years. As of June 30, 2024, the Company had $1.1 billion of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $341 million of its remaining performance obligations as Net sales in 2024, $439 million in 2025, $194 million in 2026 and the balance thereafter. Contract Balances Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the unaudited consolidated balance sheets. The Company does not have any material contract assets as of June 30, 2024. Disaggregated Revenue In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects that are solutions-based and are tailored to each customer's unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications. Therefore, the Company is agnostic toward products and end-use markets for the Engineered Materials business segment. 32 -------------------------------------------------------------------------------- Table of Contents The Company manages its Acetyl Chain business segment by leveraging its ability to sell chemicals externally to end-use markets or downstream to its acetate tow, intermediate chemistry, emulsion polymers, redispersible powders and ethylene vinyl acetate polymers businesses. Decisions to sell externally and geographically or downstream and along the Acetyl Chain are based on market demand, trade flows and maximizing the value of its chemicals. Therefore, the Company's strategic focus is on executing within this integrated chain model and less on driving product-specific revenue. Further disaggregation of Net sales by business segment and geographic destination is as follows: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In $ millions) Engineered Materials North America 420 471 792 950 Europe and Africa 443 519 899 1,079 Asia-Pacific 567 554 1,083 1,102 South America 37 41 71 84 Total 1,467 1,585 2,845 3,215 Acetyl Chain North America 390 361 778 726 Europe and Africa 421 437 844 897 Asia-Pacific 346 379 740 746 South America 27 33 55 64 Total(1) 1,184 1,210 2,417 2,433 ______________________________ (1)Excludes intersegment sales of $18 million and $23 million for the three months ended June 30, 2024 and 2023, respectively. Excludes intersegment sales of $46 million and $50 million for the six months ended June 30, 2024 and 2023, respectively. 17. Earnings (Loss) Per Share Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In $ millions, except share data) Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 156 219 277 313 Earnings (loss) from discontinued operations (1) 1 (1) (2) Net earnings (loss) 155 220 276 311 Weighted average shares - basic 109,314,411 108,886,678 109,191,736 108,761,071 Incremental shares attributable to equity awards(1) 232,990 419,653 331,628 520,293 Weighted average shares - diluted 109,547,401 109,306,331 109,523,364 109,281,364 ______________________________ (1)Excludes stock options to purchase 187,274 and 242,421 shares of Common Stock for the three months ended June 30, 2024 and 2023, respectively; and 0 and 102,773 equity award shares for the three months ended June 30, 2024 and 2023, respectively, as their effect would have been antidilutive. Excludes stock options to purchase 127,845 and 164,739 shares of Common Stock for the six months ended June 30, 2024 and 2023, respectively; and 0 and 46,008 equity award shares for the six months ended June 30, 2024 and 2023, respectively, as their effect would have been antidilutive. 33 -------------------------------------------------------------------------------- Table of Contents 18. Other (Charges) Gains, Net Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (In $ millions) Restructuring(1) (43) (10) (57) (33) Asset impairments (5) — (5) — Total (48) (10) (62) (33) ______________________________ (1)Includes employee termination benefits related to the previously announced closure of the Company's facility in Mechelen, Belgium ( Note 3 ), Company-wide business optimization projects and the previously announced closure of its polymerization units in Uentrop, Germany ( Note 3 ). The changes in the restructuring liabilities by business segment are as follows: Engineered Acetyl Materials Chain Other Total (In $ millions) Employee Termination Benefits As of December 31, 2023 13 2 3 18 Additions 51 1 7 59 Cash payments (16) (2) (5) (23) Other changes (2) — — (2) As of June 30, 2024 46 1 5 52 34 -------------------------------------------------------------------------------- Table of Contents Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." 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 Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2023 filed on February 23, 2024 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2023 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly 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 and at the beginning of our 2023 Form 10-K. Forward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly 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. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise. Risk Factors See Part I - Item 1A. Risk Factors of our 2023 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our financial results. In addition, the following factors, among others, 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: •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, carbon monoxide, wood pulp, hexamethylene diamine and fuel oil and the prices for electricity and other energy sources; •the ability to pass increases in raw materials 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; 35 -------------------------------------------------------------------------------- Table of Contents •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 our 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 us; •changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, 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 which we operate; •changes in currency exchange rates and interest rates; and •various other factors, both referenced and not referenced in this Quarterly 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, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly 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. 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, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. 36 -------------------------------------------------------------------------------- Table of Contents 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. Results of Operations Financial Highlights Three Months Ended June 30, Six Months Ended June 30, 2024 2023 Change 2024 2023 Change (unaudited) (In $ millions, except percentages) Statement of Operations Data Net sales 2,651 2,795 (144) 5,262 5,648 (386) Gross profit 641 686 (45) 1,195 1,317 (122) Selling, general and administrative ("SG&A") expenses (255) (274) 19 (520) (559) 39 Other (charges) gains, net (48) (10) (38) (62) (33) (29) Gain (loss) on disposition of businesses and assets, net (8) — (8) (9) 5 (14) Operating profit (loss) 250 335 (85) 460 586 (126) Equity in net earnings (loss) of affiliates 51 23 28 106 38 68 Non-operating pension and other postretirement employee benefit (expense) income 2 (2) 4 4 (1) 5 Interest expense (174) (182) 8 (343) (364) 21 Interest income 10 7 3 23 15 8 Dividend income - equity investments 31 31 — 65 65 — Earnings (loss) from continuing operations before tax 183 216 (33) 340 337 3 Earnings (loss) from continuing operations 154 220 (66) 278 316 (38) Earnings (loss) from discontinued operations (1) 1 (2) (1) (2) 1 Net earnings (loss) 153 221 (68) 277 314 (37) Net earnings (loss) attributable to Celanese Corporation 155 220 (65) 276 311 (35) Other Data Depreciation and amortization 192 172 20 413 344 69 SG&A expenses as a percentage of Net sales 9.6 % 9.8 % 9.9 % 9.9 % Operating margin(1) 9.4 % 12.0 % 8.7 % 10.4 % Other (charges) gains, net Restructuring (43) (10) (33) (57) (33) (24) Asset impairments (5) — (5) (5) — (5) Total Other (charges) gains, net (48) (10) (38) (62) (33) (29) ______________________________ (1)Defined as Operating profit (loss) divided by Net sales. 37 -------------------------------------------------------------------------------- Table of Contents As of As of June 30, December 31, 2024 2023 (unaudited) (In $ millions) Balance Sheet Data Cash and cash equivalents 1,185 1,805 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,977 1,383 Long-term debt, net of unamortized deferred financing costs 11,058 12,301 Total debt 13,035 13,684 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: Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Volume Price Currency Total (unaudited) (In percentages) Engineered Materials (2) (4) (1) (7) Acetyl Chain 4 (6) (1) (3) Total Company 1 (5) (1) (5) Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Volume Price Currency Total (unaudited) (In percentages) Engineered Materials (4) (7) (1) (12) Acetyl Chain 7 (8) — (1) Total Company 1 (7) (1) (7) Consolidated Results Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Net sales decreased $144 million, or 5%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing, driven by our Acetyl Chain segment due to a more balanced global demand and supply environment, as well as our Engineered Materials segment due to competitive markets, decreased energy surcharges and product mix; •lower volume in our Engineered Materials segment, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), as well as lower volume for acetate tow within our Acetyl Chain segment primarily in Asia; and •an unfavorable currency impact, primarily resulting from a weaker Chinese Yuan ("CNY") and Japanese Yen ("JPY") relative to the U.S. dollar; 38 -------------------------------------------------------------------------------- Table of Contents partially offset by: •higher volume in our Acetyl Chain segment for most of our products, primarily vinyl acetate monomer ("VAM") and emulsion polymers in Europe and Asia, respectively. Operating profit decreased $85 million, or 25%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales across our segments; •an unfavorable impact of $38 million to Other (charges) gains, net primarily related to restructuring costs in our Engineered Materials segment for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and •higher accelerated depreciation expense of $11 million in our Engineered Materials segment, primarily related to the previously announced closure of our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); partially offset by: •lower raw materials costs in our Engineered Materials and Acetyl Chain segments; •lower spending in our Engineered Materials segment primarily driven by a reduction in distribution and administrative costs; and •lower functional spending and incentive compensation costs in our Other Activities segment. Equity in net earnings (loss) of affiliates increased $28 million or 122%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $15 million primarily due to increased restructuring costs incurred in the three months ended June 30, 2023; and •an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher methyl tertiary-butyl ether ("MTBE") volume and margin, partially offset by lower methanol sales volume. Our effective income tax rate for the three months ended June 30, 2024 was 16% compared to a tax benefit of 2% for the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions for the three months ended June 30, 2024, prior year non-recurring decreases in valuation allowances on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period for the three months ended June 30, 2023, and increased earnings in high-taxed jurisdictions related to improved economic conditions. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Net sales decreased $386 million, or 7%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing, driven by our Acetyl Chain segment due to a more balanced global demand and supply environment, as well as our Engineered Materials segment due to competitive markets, decreased energy surcharges and product mix; •lower volume in our Engineered Materials segment, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), as well as lower volume for acetate tow within our Acetyl Chain segment primarily in Asia; and •an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar; 39 -------------------------------------------------------------------------------- Table of Contents partially offset by: •higher volume in our Acetyl Chain segment for most of our products, primarily acid and VAM in Asia. Operating profit decreased $126 million, or 22%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales across our segments; •higher accelerated depreciation expense of $56 million in our Engineered Materials segment, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); •higher spending in our Acetyl Chain segment of $49 million, primarily as a result of plant turnaround costs related to our joint venture, Fairway Methanol LLC, and inventory impacts of increased demand in downstream derivative products; •an unfavorable impact of $29 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, partially offset by decreased restructuring costs for Company-wide business optimization projects (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and •higher functional spending of $13 million in our Other Activities segment, primarily due to costs arising from IT integration activities; partially offset by: •lower raw materials costs in our Engineered Materials and Acetyl Chain segments; •lower spending in our Engineered Materials segment primarily driven by a reduction in distribution and administrative costs; and •lower merger and acquisition project spending and incentive compensation costs of $18 million in our Other Activities segment. Equity in net earnings (loss) of affiliates increased $68 million or 179%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $33 million primarily due to increased restructuring costs incurred in the six months ended June 30, 2023; and •an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume. Our effective income tax rate for the six months ended June 30, 2024 was 18% compared to 6% for the same period in 2023. The higher effective income tax rate was primarily due to non-recurring tax effects related to internal debt restructuring transactions and increased earnings in high-taxed jurisdictions related to improved economic conditions. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. 40 -------------------------------------------------------------------------------- Table of Contents Business Segments Engineered Materials Three Months Ended June 30, % Six Months Ended June 30, % 2024 2023 Change Change 2024 2023 Change Change (unaudited) (In $ millions, except percentages) Net sales 1,467 1,585 (118) (7.4) % 2,845 3,215 (370) (11.5) % Net Sales Variance Volume (2) % (4) % Price (4) % (7) % Currency (1) % (1) % Other (charges) gains, net (43) (8) (35) (437.5) % (54) (29) (25) (86.2) % Operating profit (loss) 138 158 (20) (12.7) % 227 270 (43) (15.9) % Operating margin 9.4 % 10.0 % 8.0 % 8.4 % Equity in net earnings (loss) of affiliates 47 18 29 161.1 % 96 29 67 231.0 % Depreciation and amortization 121 112 9 8.0 % 268 224 44 19.6 % Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry. The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw materials costs through appropriate pricing actions. Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Net sales decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing for most of our products, primarily due to competitive markets, decreased energy surcharges, and product mix; •lower volume, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), partially offset by higher volume, principally in polyoxymethylene ("POM"), in Europe and Asia; and •an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar. Operating profit decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales; •an unfavorable impact of $35 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany (see Note 18 - Other (Charges ) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and •higher accelerated depreciation expense of $11 million, primarily related to the previously announced closure of our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); 41 -------------------------------------------------------------------------------- Table of Contents partially offset by: •lower raw materials costs for most of our products; and •lower spending of $40 million, primarily driven by a reduction in distribution and administrative costs. Equity in net earnings (loss) of affiliates increased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $15 million primarily due to increased restructuring costs incurred in the three months ended June 30, 2023; and •an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume. Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Net sales decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing for most of our products, primarily due to competitive markets, product mix, and decreased energy surcharges; •lower volume, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), partially offset by higher volume, principally in POM, in Europe and Asia; and •an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar. Operating profit decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales; •higher accelerated depreciation expense of $56 million, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and •an unfavorable impact of $25 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, partially offset by decreased restructuring costs for Company-wide business optimization projects (see Note 18 - Other (Charges ) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); partially offset by: •lower raw materials costs for most of our products; and •lower spending of $75 million, primarily driven by a reduction in distribution and administrative costs. Equity in net earnings (loss) of affiliates increased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $33 million primarily due to increased restructuring costs incurred in the six months ended June 30, 2023; and •an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume. 42 -------------------------------------------------------------------------------- Table of Contents Acetyl Chain Three Months Ended June 30, % Six Months Ended June 30, % 2024 2023 Change Change 2024 2023 Change Change (unaudited) (In $ millions, except percentages) Net sales 1,202 1,233 (31) (2.5) % 2,463 2,483 (20) (0.8) % Net Sales Variance Volume 4 % 7 % Price (6) % (8) % Currency (1) % — % Operating profit (loss) 242 295 (53) (18.0) % 496 573 (77) (13.4) % Operating margin 20.1 % 23.9 % 20.1 % 23.1 % Dividend income - equity investments 30 30 — — % 64 63 1 1.6 % Depreciation and amortization 61 54 7 13.0 % 118 108 10 9.3 % Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives, and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors. The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw materials costs over months or quarters. Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Net sales decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing for our products due to a more balanced global demand and supply environment; and •lower volume for acetate tow primarily in Asia due to reduced seasonality; partially offset by: •higher volume for most of our products, primarily VAM and emulsion polymers in Europe and Asia, respectively. Operating profit decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales; partially offset by: •lower raw materials and sourcing costs, primarily for methanol and carbon monoxide. Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Net sales decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower pricing for our products due to a more balanced global demand and supply environment; and •lower volume for acetate tow primarily in Asia due to reduced seasonality; 43 -------------------------------------------------------------------------------- Table of Contents partially offset by: •higher volume for most of our products, primarily acid and VAM in Asia. Operating profit decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •lower Net sales; and •higher spending of $49 million, primarily as a result of plant turnaround costs related to our joint venture, Fairway Methanol LLC, and inventory impacts of increased demand in downstream derivative products; partially offset by: •lower raw materials and sourcing costs, primarily for carbon monoxide, methanol and ethanol. Other Activities Three Months Ended June 30, % Six Months Ended June 30, % 2024 2023 Change Change 2024 2023 Change Change (unaudited) (In $ millions, except percentages) Operating profit (loss) (130) (118) (12) (10.2) % (263) (257) (6) (2.3) % Our Other Activities segment primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. The Other Activities segment also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments. Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Operating loss increased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an unfavorable currency impact of $25 million; partially offset by: •lower functional spending and incentive compensation costs. Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Operating loss increased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to: •an unfavorable currency impact of $19 million; and •higher functional spending of $13 million, primarily due to costs arising from IT integration activities; partially offset by: •lower merger and acquisition project spending of $18 million; and •lower incentive compensation costs. 44 -------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of June 30, 2024, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility and $62 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $1.2 billion as of June 30, 2024. We are actively managing our business to maintain and improve cash flow and reduce our debt, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future. On February 29, 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network. These operations are included in the Engineered Materials segment. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $68 million, inclusive of estimated employee termination costs, through 2028. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements. In October 2023, we announced the intended closure of our Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. These operations are included in the Engineered Materials segment. We expect to incur additional exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany of approximately $11 million, inclusive of estimated employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements. In September 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of our food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. We are accounting for our interest in the joint venture as an equity method investment, and our portion of the results continues to be included in the Engineered Materials segment. For further information regarding the food ingredients joint venture, see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements. Our incurrence of debt to finance the purchase price for a majority of the Mobility & Materials business (the "M&M Business") acquired from DuPont de Nemours, Inc. in November 2022 (the "M&M Acquisition") has increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with cash generation, synergy opportunities from the M&M Acquisition and cost reduction initiatives, will support our deleveraging efforts over the next few years. In furtherance of these deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation opportunities which may also include, in addition to the food ingredients joint venture described above, additional opportunistic dispositions or monetization of other product or business lines or other assets. We are committed to rapid deleveraging and to maintaining our investment grade debt rating. 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 12 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. We have focused our near-term capital expenditures on required maintenance projects, productivity improvements, and selected short term growth projects, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $425 million in 2024. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant and (2) the new liquid crystal polymer ("LCP") plant are on schedule and in construction. At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit is on schedule and in detailed engineering design while construction is delayed approximately 12 months. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is on schedule in detailed engineering design. In the Acetyl Chain, our vinyl acetate ethylene ("VAE") emulsions unit in Nanjing, China was successfully commissioned in the first quarter of 2024, started in the second quarter of 2024 on schedule and is operating as designed. Our planned expansion of our VAE emulsion plant in Frankfurt, Germany is in construction and on schedule for start-up in the second quarter of 2025. 45 -------------------------------------------------------------------------------- Table of Contents We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers. On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have 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 U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our 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, South Korea, 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. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations. We remain in compliance with the covenants in the Global Credit Agreements (defined below) and expect to remain in compliance based on our current expectation of future results of operations and planned cash generation activities. If the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of any impacted covenants, which may increase our borrowing costs under the Global Credit Agreements. Cash Flows Cash and cash equivalents decreased $620 million to $1.2 billion as of June 30, 2024 compared to December 31, 2023. As of June 30, 2024, $993 million of the $1.2 billion of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we incurred a prior year charge associated with the deemed repatriation of foreign earnings. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. •Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities decreased $273 million to $393 million for the six months ended June 30, 2024 compared to net cash provided by operating activities of $666 million for the same period in 2023, primarily due to: •an increase in cash taxes paid of $98 million; •unfavorable trade working capital of $80 million, primarily due to inventory increases compared to prior year reductions partially offset by lower raw materials costs, the timing of collections of trade receivables, and settlement of trade payables during the six months ended June 30, 2024; •a decrease in cash receipts of non-trade receivables of $72 million, primarily related to receivable balances arising from the M&M Acquisition and transition activities in the six months ended June 30, 2023, which did not recur in the current year; and •a decrease in Net earnings. •Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities decreased $99 million to $242 million for the six months ended June 30, 2024 compared to net cash used in investing activities of $341 million for the same period in 2023; primarily due to: •a decrease of $67 million in capital expenditures during the six months ended June 30, 2024; and •settlement of a cross currency swap agreement of $17 million. 46 -------------------------------------------------------------------------------- Table of Contents •Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities increased $232 million to $748 million for the six months ended June 30, 2024 compared to net cash used in financing activities of $516 million for the same period in 2023, primarily due to: •an increase in payments on long-term debt, primarily due to the $473 million payment at maturity of the 3.500% senior unsecured notes; and •an increase in net payments on our China Working Capital Term Loan Agreement (defined below) and revolving credit facilities; partially offset by: •a decrease in net payments on short-term debt, primarily as a result of a payment of $370 million on our March 2022 U.S. Term Loan Credit Agreement (defined below) during the six months ended June 30, 2023, which did not recur in the current year; and •an increase in borrowings on long-term debt, primarily due to borrowings on working capital loan facilities in China. Debt and Other Obligations •Senior Credit Facilities In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million (the "364-day Term Loans") and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). The 364-day Term Loans have been fully repaid. Also in March 2022, we entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement the "U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. In August 2023, we amended certain covenants in the March 2022 U.S. Term Loan Credit Agreement to permit refinancing of certain senior notes without requiring a mandatory prepayment under the March 2022 U.S. Term Loan Credit Agreement. On February 16, 2024 and February 21, 2023, we amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors"). In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "China Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility", and together with any other revolving credit facilities available to our subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million. The China Revolving Credit Agreement is guaranteed by Celanese U.S. Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was supported by a letter of comfort from us. The China Working Capital Term Loan Agreement was fully repaid in the three months ended March 31, 2024. In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "CNC Working Capital Loan Agreement"). The loan under the CNC Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024. 47 -------------------------------------------------------------------------------- Table of Contents On June 28, 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 28, 2027 and bearing interest at 2.75% (the "CNC Three Year Working Capital Loan Agreement," together with the China Revolving Credit Agreement, the China Working Capital Term Loan Agreement and the CNC Working Capital Loan Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements"). The CNC Three Year Working Capital Loan Agreement was not drawn during the three months ended June 30, 2024. We expect the China Credit Agreements will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate. Subsequent to June 30, 2024, we drew $400 million from our U.S. Revolving Credit Facility. This borrowing and cash on hand were used primarily to repay in full our senior unsecured notes, with an interest rate of 5.900%, due on July 5, 2024. •Senior Notes In August 2023, we completed a public offering registered under the Securities Act of senior unsecured notes as follows (collectively, the "2023 Offering"): Aggregate Principal Maturity Date Amount Issued Discount to Par Interest Rate (In $ millions) November 15, 2028 1,000 99.986% 6.350% November 15, 2030 999 99.950% 6.550% November 15, 2033 1,000 99.992% 6.700% Also, in August 2023, we completed a cash tender offer for $2.25 billion in aggregate principal amount (the "Tender Offer") as follows: Aggregate Principal Purchase price per $1,000 Total Tender Offer Accrued and Unpaid Maturity Date Amount Tendered principal amount Consideration Interest (In $ millions) (In $) (In $ millions) July 5, 2024 1,473 999.92 1,473 12 March 15, 2025 750 1,002.85 752 20 May 8, 2024 27 983.95 27 — The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness, including the payment in full of the 364-day Term Loans and certain 3-year term loans pursuant to a term loan credit agreement entered into in September 2022. There have been no material changes to our debt or other obligations described in our 2023 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements. •Accounts Receivable Purchasing Facility In June 2023, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $728 million and $1.4 billion of accounts receivable under this agreement for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $710 million and $1.3 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $136 million were pledged by the SPE as collateral to the Purchasers as of June 30, 2024. •Factoring and Discounting Agreements We have factoring agreements in Europe, Singapore and China with financial institutions. We de-recognized $347 million and $423 million of accounts receivable under these factoring agreements for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $264 million and $407 million of accounts receivable sold under these factoring agreements during the same periods. 48 -------------------------------------------------------------------------------- Table of Contents We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $64 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of June 30, 2024 and December 31, 2023, respectively. Covenants The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. We are in compliance with the covenants in our material financing arrangements as of June 30, 2024. See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. Guarantor Financial Information We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report. The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law. The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the U.S. Credit Agreements, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor. For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the U.S. Credit Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases. The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed. 49 -------------------------------------------------------------------------------- Table of Contents Six Months Ended June 30, 2024 (In $ millions) (unaudited) Net sales to third parties 921 Net sales to non-guarantor subsidiaries 547 Total net sales 1,468 Gross profit 268 Earnings (loss) from continuing operations (235) Net earnings (loss) (236) Net earnings (loss) attributable to the Obligor Group (236) As of As of June 30, December 31, 2024 2023 (In $ millions) (unaudited) Receivables from non-guarantor subsidiaries 474 787 Other current assets 2,223 2,245 Total current assets 2,697 3,032 Goodwill 536 536 Other noncurrent assets 3,143 3,289 Total noncurrent assets 3,679 3,825 Current liabilities due to non-guarantor subsidiaries 3,626 2,993 Current liabilities due to affiliates 6 6 Other current liabilities 2,699 1,940 Total current liabilities 6,331 4,939 Noncurrent liabilities due to non-guarantor subsidiaries 3,347 3,365 Other noncurrent liabilities 11,490 13,007 Total noncurrent liabilities 14,837 16,372 Share Capital On July 17, 2024, we declared a quarterly cash dividend of $0.70 per share on our Common Stock amounting to $76 million. The cash dividend will be paid on August 12, 2024 to holders of record as of July 30, 2024. There have been no material changes to our share capital described in our 2023 Form 10-K other than those disclosed above and in Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements. Contractual Obligations We have not entered into any material off-balance sheet arrangements. Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2023 Form 10-K. Tax Return Audits Our tax returns have been under joint audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority. In the second quarter of 2024, we advanced discussions with the German tax authority related to the German transfer pricing audit and recorded immaterial adjustments to our tax reserves related to these matters. In addition, our income tax returns in Mexico are under audit for the year 2018, in Canada for the years 2016 through 2022, and in the United States for the years 2016 through 2020. In August 2023, we negotiated a partial settlement with the Mexico tax authority for its audit for 50 -------------------------------------------------------------------------------- Table of Contents the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations for the year ended December 31, 2023. In September 2023, the Canadian tax authority opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. The audit in the United States for the years 2016 through 2020 is in the data gathering phase. As of June 30, 2024, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations by government authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the government authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. Business Environment We experienced challenging demand conditions across several end-markets. We continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain. Demand conditions and incremental industry production capacity resulted in elevated industry competitive dynamics and continuing pricing pressure across end-markets. We expect demand challenges to persist and to pressure pricing, which effects we anticipate to be partially offset by improvement in input costs across the year. Critical Accounting Policies and Estimates Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. 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 describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2023 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2023 Form 10-K. Recent Accounting Pronouncements See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements. Item 3. Quantitative and Qualitative Disclosures about Market Risk Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2023 Form 10-K. See also Note 12 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations. Item 4. Controls and Procedures Disclosure Controls and Procedures 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 report. Based on that evaluation, as of June 30, 2024, 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 period covered by this report, 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. 51 -------------------------------------------------------------------------------- Table of Contents PART II — OTHER INFORMATION Item 1. Legal Proceedings 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 current and legacy shareholders, 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 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2023 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2023 Form 10-K for certain risk factors relating to these legal proceedings. Item 1A. Risk Factors In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2023 Form 10-K. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds We did not repurchase any Common Stock during the three months ended June 30, 2024. As of June 30, 2024, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program. See Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. 52 -------------------------------------------------------------------------------- Table of Contents Item 5. Other Information (c) Trading Plans During the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K, except as described in the table below: Type of Trading Arrangement Aggregate Aggregate Number of Number of Shares of Shares of Common Stock to Common Stock to Duration of Trading Name and Position Action Applicable Date Rule 10b5-1* Non-Rule 10b5-1** be Sold be Purchased Arrangement(1) Scott A. Richardson, Executive Vice President and Chief August 19, 2024 – Operating Officer Adoption May 17, 2024 x 9,350 — November 29, 2024 ______________________________ * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act. (1) The plan expires on November 29, 2024, or upon the earlier completion of all authorized transactions under the plan. 53 -------------------------------------------------------------------------------- Table of Contents Item 6. Exhibits(1) Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 18, 2016). 3.1(a) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of April 21, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2016). 3.1(b) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of September 17, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 17, 2018). 3.1(c) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated April 18, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2019). 3.1(d) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated May 13, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 15, 2024). 3.2 Seventh Amended and Restated By-laws, amended effective November 2, 2022 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022). 10.1*‡ Form of 2024 Time-Ba sed Restricted Stock Unit Award Agreement (for non-em ployee directors). 22.1* List of Guarantor Subsidiaries. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 has been formatted in Inline XBRL. * Filed herewith. ‡ Indicates a management contract or compensatory plan or arrangement. (1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request. 54 -------------------------------------------------------------------------------- Table of Contents 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 thereunto duly authorized. CELANESE CORPORATION By: /s/ LORI J. RYERKERK Lori J. Ryerkerk Chair of the Board of Directors, Chief Executive Officer and President Date: August 2, 2024 By: /s/ CHUCK B. KYRISH Chuck B. Kyrish Senior Vice President and Chief Financial Officer Date: August 2, 2024 55 EX-10.1 2 ex10106302410-q.htm EX-10.1 Exhibit 10.1 [Form of 2024 Director Time-Based RSU Award Agreement] [[Image Removed: celaneselogo.jpg]] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award). 2024 RSU Award [Number of Shares Granted] Units This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof. -------------------------------------------------------------------------------- CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (Non-Employee Director) This Time-Based Restricted Stock Unit Award Agreement (the "Agreement"), is made and entered into effective as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation (the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan"). 1.Time-Based RSU Award: The Company hereby grants to the Participant, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] time-based Restricted Stock Units (the "RSUs") representing the right to receive an equal number of Common Shares upon vesting. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan. 2.Vesting of Restricted Stock Units: (a)Normal Vesting. Subject to Sections 2(b) and 2(c) below, the RSUs shall vest on <> (the "Vesting Date"). (b)Change in Control. Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control, the RSUs, to the extent not previously forfeited or canceled, shall immediately vest and a number of Common Shares equal to such RSUs shall be delivered to the Participant within thirty (30) days of the occurrence of such Change in Control. (c)Termination of Service. (i)Upon the termination of the Participant's service with the Company as a director due to the Participant's death or Disability, a prorated portion of RSUs will vest in an amount equal to (A) the number of unvested RSUs multiplied by (B) a fraction, the numerator of which is the number of complete and partial calendar months that have transpired from the Grant Date to the date of termination, and the denominator of which is twelve months, such product to be rounded up to the nearest whole number. The prorated number of RSUs shall vest on the applicable Vesting Date. The remaining portion of the Award shall be forfeited and cancelled without consideration. (ii)Upon the termination of the Participant's service with the Company as a director due to voluntary resignation prior to the next regularly scheduled meeting of the Company's stockholders at which directors are elected, or removal for cause, the Award shall be forfeited and cancelled without consideration. (iii)Upon the termination of the Participant's service with the Company as a director due to retirement by reason of the Company's Director Retirement Guideline, or for any other reason not listed in Section 2(c)(i) or (c)(ii), the Award shall vest on the Vesting Date. 1 -------------------------------------------------------------------------------- 3.Settlement of RSUs: Subject to Section 2 of this Agreement, and except to the extent the Participant has elected that delivery be deferred in accordance with the rules and procedures prescribed by the Board or the Compensation and Management Development Committee (which rules and procedures, among other things, shall be consistent with the requirements of Section 409A of the Code), the Company shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable following the Vesting Date (but in no event later than 2 ½ months after the Vesting Date), in complete settlement of all vested RSUs, a number of Common Shares equal to the number of vested RSUs. 4.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the RSUs have vested and Common Shares have been delivered pursuant to this Agreement. 5.Non-Transferability of Award: The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death. 6.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions. 7.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 8.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement. 9.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. 10.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to 2 -------------------------------------------------------------------------------- be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding the Company and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery. 11.Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. 12.Restricted Stock Units Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The RSUs and the Common Shares issued upon vesting of such RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail. 13.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety. 14.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 15.Compliance with Section 409A of the Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Section 409A of the Code, the Treasury regulations and other guidance thereunder. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the RSUs provided by this Agreement shall not modify the time or form of issuance of the RSUs set forth in this Agreement. 16.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan: (a)"Change in Control" of the Company means: (i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, 3 -------------------------------------------------------------------------------- or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or (ii) Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A. 4 -------------------------------------------------------------------------------- (b)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Board in its sole discretion. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate. CELANESE CORPORATION By: Lori J. Ryerkerk Chair, Chief Executive Officer and President 5 EX-22.1 3 ex221-10k63024.htm EX-22.1 Exhibit 22.1 List of Guarantor Subsidiaries (As of June 30, 2024) Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 5.900% Senior Notes due 2024, 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% Senior Notes due 2028, 6.350% Senior Notes due 2028, 5.337% Senior Notes due 2029, 6.330% Senior Notes due 2029, 6.550% Senior Notes due 2030, 6.379% Senior Notes due 2032 and 6.700% Senior Notes due 2033 (the "Senior Notes"). The Senior Notes are jointly and severally guaranteed on a full and unconditional basis by the Parent and the 100% owned subsidiaries of the Parent listed below. Name of Company Jurisdiction Parent Guarantor Celanese Corporation Delaware Subsidiary Guarantors Celanese Acetate LLC Delaware Celanese Americas LLC Delaware Celanese Chemicals, Inc. Delaware Celanese Global Relocation LLC Delaware Celanese International Corporation Delaware Celanese Ltd. Texas Celanese Sales U.S. Ltd. Texas Celtran, Inc. Delaware CNA Holdings LLC Delaware KEP Americas Engineering Plastics, LLC Delaware Ticona Fortron Inc. Delaware Ticona LLC Delaware Ticona Polymers, Inc. Delaware EX-31.1 4 ex31106302410-q.htm EX-31.1 Exhibit 31.1 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori J. Ryerkerk, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ LORI J. RYERKERK Lori J. Ryerkerk Chair of the Board of Directors, Chief Executive Officer and President August 2, 2024 EX-31.2 5 ex31206302410-q.htm EX-31.2 Exhibit 31.2 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chuck B. Kyrish, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ CHUCK B. KYRISH Chuck B. Kyrish Senior Vice President and Chief Financial Officer August 2, 2024 EX-32.1 6 ex32106302410-q.htm EX-32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lori J. Ryerkerk, Chair of the Board of Directors, Chief Executive Officer and President of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ LORI J. RYERKERK Lori J. Ryerkerk Chair of the Board of Directors, Chief Executive Officer and President August 2, 2024 EX-32.2 7 ex32206302410-q.htm EX-32.2 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chuck B. Kyrish, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ CHUCK B. KYRISH Chuck B. Kyrish Senior Vice President and Chief Financial Officer August 2, 2024