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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-32410 98-0420726
     
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-4000

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s)  Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share CE The New York Stock Exchange
1.125% Senior Notes due 2023 CE /23 The New York Stock Exchange
1.250% Senior Notes due 2025 CE /25 The New York Stock Exchange
4.777% Senior Notes due 2026 CE /26A The New York Stock Exchange
2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange
0.625% Senior Notes due 2028 CE /28 The New York Stock Exchange
5.337% Senior Notes due 2029 CE /29A The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
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Item 2.02 Results of Operations and Financial Condition
On November 3, 2022, Celanese Corporation (the "Company") issued a press release reporting the financial results for its third quarter 2022. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
Exhibit
Number
 
Description
   
99.1
99.2
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)
* In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
       
 
CELANESE CORPORATION
 
  By: /s/ MICHAEL R. SULLIVAN
  Name:  Michael R. Sullivan
  Title:   Vice President, Deputy General Counsel and Assistant Corporate Secretary 
 
Date: November 3, 2022
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EX-99.1 2 q320228-kex991.htm EX-99.1 Document

Exhibit 99.1
celogoa02a01a10a01a02a01a36a.jpg
Celanese Corporation
222 West Las Colinas Blvd.
Suite 900N
Irving, Texas 75039


Celanese Corporation Reports Third Quarter 2022 Earnings

Dallas, November 3, 2022: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter 2022 GAAP diluted earnings per share of $1.76 and adjusted earnings per share of $3.94. The Company generated net sales of $2.3 billion in the third quarter, a 7 percent decrease from the prior quarter due to sequential decreases in price and volume of 3 percent and 2 percent, respectively, and a 2 percent unfavorable currency impact. Celanese navigated declines in European and Asian demand, customer destocking, and continued cost inflation to deliver third quarter consolidated operating profit of $308 million and adjusted EBIT of $510 million. On November 1, 2022, the Company successfully completed the acquisition of Mobility & Materials (M&M), acquiring a broad portfolio of engineered thermoplastics and elastomers, industry-renowned brands and intellectual property, global production assets, and a world-class organization. The acquisition establishes Celanese as the preeminent global specialty materials company and is expected to drive enhanced growth and free cash flow generation.
The difference between GAAP diluted earnings per share and adjusted earnings per share for the third quarter was primarily due to approximately $104 million in net interest expense related to bonds issued for the acquisition of M&M and $44 million in M&A-related costs.
"I thank the Celanese team for delivering third quarter adjusted earnings per share performance within less than 2 percent of our guidance despite demand deterioration and other unanticipated headwinds across the quarter," said Lori Ryerkerk, chairman and chief executive officer. "At the same time, I thank the many teams who diligently worked to successfully close the M&M acquisition on November 1. On behalf of us all, I warmly welcome our newest colleagues from M&M, whose dedication and contribution will make Celanese stronger."
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Third Quarter 2022 Financial Highlights:
Three Months Ended
September 30,
2022
June 30,
2022
September 30,
2021
(unaudited)
(In $ millions, except per share data)
Net Sales
Engineered Materials 929  948  684 
Acetate Tow 135  119  128 
Acetyl Chain 1,274  1,456  1,489 
Intersegment Eliminations (37) (37) (35)
Total 2,301  2,486  2,266 
Operating Profit (Loss)
Engineered Materials 114  166  91 
Acetate Tow (3) (1) 12 
Acetyl Chain 315  429  517 
Other Activities (118) (111) (84)
Total 308  483  536 
Net Earnings (Loss)
193  436  507 
Adjusted EBIT(1)
Engineered Materials 206  224  137 
Acetate Tow 27  35  46 
Acetyl Chain 322  440  517 
Other Activities (45) (53) (52)
Total 510  646  648 
Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials 70  53  40 
Acetate Tow 30  36  34 
Operating EBITDA(1)
607  744  739 
Diluted EPS - continuing operations $ 1.76  $ 4.03  $ 4.67 
Diluted EPS - total $ 1.75  $ 3.98  $ 4.56 
Adjusted EPS(1)
$ 3.94  $ 4.99  $ 4.82 
Net cash provided by (used in) investing activities (143) (136) (108)
Net cash provided by (used in) financing activities 8,600  (159) (228)
Net cash provided by (used in) operating activities 467  495  630 
Free cash flow(1)
325  368  520 
_____________________________
(1)See "Non-US GAAP Financial Measures" below.
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Recent Highlights:
•Completed the acquisition of Mobility & Materials on November 1, 2022.
•Published the 2021-2022 Sustainability Report, Accelerating Solutions Through Chemistry, and a complementary 2021-2022 Sustainability Index, highlighting progress and investments to drive environmental, social, and governance (ESG) initiatives.
•Declared a quarterly cash dividend of $0.70 per share, payable November 14, 2022 and reflective of a 3 percent approved increase in the Company's quarterly common stock cash dividend.
•Announced receipt of a grant from the Bill & Melinda Gates Foundation to produce a working prototype for a refillable contraceptive implant.
•Announced investment in a new cleanroom facility in Edmonton, Alberta to focus on cryogenic micronization of VitalDose® EVA to be used in the development of implants and inserts for sustained-release drug delivery.

Third Quarter 2022 Business Segment Overview
Engineered Materials
Engineered Materials generated net sales of $929 million in the third quarter reflecting a sequential price increase of 2 percent and a 3 percent unfavorable currency impact. Pricing expanded for the seventh consecutive quarter due to commercial actions to successfully offset continued cost inflation across raw materials and energy. Sequential volume declined by 1 percent as moderation in the legacy non-auto segments was offset by sequentially higher volume in automotive and medical as well as contributions from the restructuring of the KEPCO joint venture. Engineered Materials' medical segment was lifted by strong sequential growth in the medical implant business which recovered to pre-COVID demand in the third quarter. Engineered Materials delivered GAAP operating profit of $114 million and adjusted EBIT of $206 million, decreases from the prior quarter of $52 million and $18 million, respectively. Third quarter earnings were negatively impacted by approximately $15 million due to the rise in sequential natural gas costs and the impact of a one-month lag on the Engineered Materials energy surcharge. Affiliate earnings contributed an additional $16 million sequentially, primarily driven by strong performance of Ibn Sina.
Acetyl Chain
The Acetyl Chain generated third quarter net sales of $1.3 billion, including a 7 percent sequential decrease in pricing, 4 percent decrease in volume, and a 2 percent unfavorable currency impact. Pricing decreased primarily due to moderation in China acetic acid and VAM pricing across the third quarter. Volume decreased due to demand softness primarily in European and Chinese paints, coatings, and construction applications. As a result of these conditions, the Acetyl Chain took decisive actions across its production network to reduce cost and align with market demand. The VAM production unit in Frankfurt, Germany, the highest-cost facility in the global VAM network, was idled as the Company relied on other facilities to meet reduced European demand. Production operating rates in China and Singapore were also reduced in the third quarter across most production units. The Acetyl Chain further leveraged its global network to navigate a multi-week shutdown of the Clear Lake acetic acid plant to perform maintenance on an unanticipated mechanical issue. Despite these challenges, the business delivered third quarter GAAP operating profit of $315 million and adjusted EBIT of $322 million, at margins of 25 percent.
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Acetate Tow
Acetate Tow generated net sales of $135 million during the third quarter, which reflected sequential volume and price increases of 10 percent and 3 percent, respectively. Third quarter GAAP operating loss was $3 million and adjusted EBIT was $27 million. Dividends from affiliates in the quarter were $30 million, a sequential decrease of $6 million.
Cash Flow and Tax
Celanese generated third quarter operating cash flow of $467 million and free cash flow of $325 million. Capital expenditures in the third quarter were $139 million. Celanese returned $73 million in cash to shareholders via dividends in the quarter.
The effective U.S. GAAP tax rate was 40 percent for the third quarter compared to 16 percent for the same quarter of 2021. The higher effective tax rate was primarily due to increases in valuation allowances on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced earnings and increases in tax reserves related to ongoing income tax audits. The effective tax rate for adjusted earnings remains at 13 percent based on expected jurisdictional earnings mix for the full year and other non-recurring U.S. GAAP items.
Outlook
"Our businesses responded dynamically to demand conditions that rapidly deteriorated across the third quarter in Europe and, to a lesser extent, Asia," said Lori Ryerkerk. "Current order books validate our belief that the remainder of 2022 and the start of 2023 will be challenged by typical winter seasonality in addition to continued demand weakness in certain end-markets and customer destocking. Amid these dynamics, we are taking a series of controllable actions across our global supply chain to deliver fourth quarter adjusted earnings per share of $1.50 to $2.00, inclusive of the currently expected impact from the M&M acquisition in November and December, and to simultaneously prepare for recovery as we progress beyond the first part of 2023. We are committed as an organization to maximizing the earnings and cash generation of our businesses, integrating and synergizing M&M, and executing against our deleveraging plan."
A reconciliation of forecasted adjusted earnings per share to U.S. GAAP diluted earnings per share is not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, is not practical. For more information, see "Non-GAAP Financial Measures" below.
The Company's prepared remarks related to the third quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on November 3, 2022. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.
Contacts:
Investor Relations Media - U.S. Media - Europe
Brandon Ayache Brian Bianco Petra Czugler
Phone: +1 972 443 8509 Phone: +1 972 443 4400 Phone: +49 69 45009 1206
brandon.ayache@celanese.com media@celanese.com petra.czugler@celanese.com
Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the
4


corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 8,500 employees worldwide and had 2021 net sales of $8.5 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.

Forward-Looking Statements
This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the length and depth of product and industry business cycles, particularly in the automotive, electrical, mobility, textiles, medical, electronics and construction industries; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the accuracy or inaccuracy of our beliefs and assumptions regarding anticipated benefits of the acquisition (the "M&M Acquisition") by us of the majority of DuPont's Mobility & Materials business (the "M&M Business"), including as a result of the performance of the M&M Business between signing and closing of the M&M Acquisition; the possibility that we will not be able to realize anticipated improvements in the M&M Business's financial performance — including optimizing pricing, currency mix and inventory — or realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, within the anticipated timeframe, or at all, whether as a result of difficulties arising from the operation or integration of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; diversion of management's attention from ongoing business operations and opportunities and other disruption caused by the M&M Acquisition and the integration processes and their impact on our existing business and relationships; 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 and expansions as well as facility turnarounds; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; the ability to identify desirable potential acquisition targets and to complete and integrate acquisition or investment transactions, including regulatory approvals, consistent with the Company's strategy; increased price competition and the introduction of competing products by other companies; 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, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic); other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war (such as the Russia-Ukraine conflict) or terrorist incidents or as a result of weather or natural disasters or other crises including public health crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change; the extent to which resurgences or variants of COVID-19 may adversely impact the economic environment, market demand, our operations, availability and cost of transportation and materials, the labor supply and pace of economic recovery; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; tax rates and changes thereto; our ability to obtain regulatory approval for, and satisfy closing conditions to, any transactions described herein that have not closed; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Non-GAAP Financial Measures
Presentation
This document presents the Company's three business segments, Engineered Materials, Acetate Tow and Acetyl Chain.
Use of Non-US GAAP Financial Information
This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.
Definitions of Non-US GAAP Financial Measures
•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet
5


occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.
•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization.
•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
•Free cash flow is a liquidity measure used by the Company and is defined by the Company as cash flow from operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway").
    Reconciliation of Non-US GAAP Financial Measures
Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about November 3, 2022 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.
Results Unaudited
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
Supplemental Information
Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.
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Consolidated Statements of Operations - Unaudited
Three Months Ended
September 30,
2022
June 30,
2022
September 30,
2021
(In $ millions, except share and per share data)
Net sales 2,301  2,486  2,266 
Cost of sales (1,755) (1,781) (1,551)
Gross profit 546  705  715 
Selling, general and administrative expenses (184) (197) (165)
Amortization of intangible assets (10) (11) (6)
Research and development expenses (25) (26) (21)
Other (charges) gains, net (15) — 
Foreign exchange gain (loss), net (2) (1)
Gain (loss) on disposition of businesses and assets, net (2) 12  11 
Operating profit (loss) 308  483  536 
Equity in net earnings (loss) of affiliates 73  60  44 
Non-operating pension and other postretirement employee benefit (expense) income 25  25  37 
Interest expense (154) (48) (21)
Refinancing expense —  —  (9)
Interest income 34 
Dividend income - equity investments 30  36  35 
Other income (expense), net (3) (2)
Earnings (loss) from continuing operations before tax 321  554  622 
Income tax (provision) benefit (127) (112) (102)
Earnings (loss) from continuing operations 194  442  520 
Earnings (loss) from operation of discontinued operations —  (8) (17)
Income tax (provision) benefit from discontinued operations (1)
Earnings (loss) from discontinued operations (1) (6) (13)
Net earnings (loss) 193  436  507 
Net (earnings) loss attributable to noncontrolling interests (2) (2) (1)
Net earnings (loss) attributable to Celanese Corporation 191  434  506 
Amounts attributable to Celanese Corporation  
Earnings (loss) from continuing operations 192  440  519 
Earnings (loss) from discontinued operations (1) (6) (13)
Net earnings (loss) 191  434  506 
Earnings (loss) per common share - basic
Continuing operations 1.77  4.06  4.70 
Discontinued operations (0.01) (0.06) (0.12)
Net earnings (loss) - basic 1.76  4.00  4.58 
Earnings (loss) per common share - diluted
Continuing operations 1.76  4.03  4.67 
Discontinued operations (0.01) (0.05) (0.11)
Net earnings (loss) - diluted 1.75  3.98  4.56 
Weighted average shares (in millions)  
Basic 108.4  108.4  110.5 
Diluted 109.1  109.1  111.0 

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Consolidated Balance Sheets - Unaudited
As of
September 30,
2022
As of
December 31,
2021
(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents 9,671  536 
Trade receivables - third party and affiliates, net 1,120  1,161 
Non-trade receivables, net 492  506 
Inventories 1,723  1,524 
Other assets 186  80 
Total current assets 13,192  3,807 
Investments in affiliates 954  823 
Property, plant and equipment, net 4,089  4,193 
Operating lease right-of-use assets 246  236 
Deferred income taxes 222  248 
Other assets 695  521 
Goodwill 1,294  1,412 
Intangible assets, net 645  735 
Total assets 21,337  11,975 
LIABILITIES AND EQUITY    
Current Liabilities    
Short-term borrowings and current installments of long-term debt - third party and affiliates
977  791 
Trade payables - third party and affiliates 1,128  1,160 
Other liabilities 555  473 
Income taxes payable 128  81 
Total current liabilities 2,788  2,505 
Long-term debt, net of unamortized deferred financing costs 11,360  3,176 
Deferred income taxes 640  555 
Uncertain tax positions 314  280 
Benefit obligations 489  558 
Operating lease liabilities 205  200 
Other liabilities 247  164 
Commitments and Contingencies  
Stockholders' Equity  
Treasury stock, at cost (5,492) (5,492)
Additional paid-in capital 356  333 
Retained earnings 10,584  9,677 
Accumulated other comprehensive income (loss), net (498) (329)
Total Celanese Corporation stockholders' equity 4,950  4,189 
Noncontrolling interests 344  348 
Total equity 5,294  4,537 
Total liabilities and equity 21,337  11,975 


8
EX-99.2 3 q320228-kex992.htm EX-99.2 Document
image5.jpg
Exhibit 99.2
Non-US GAAP Financial Measures and Supplemental Information
November 3, 2022
In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.
Purpose
The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.
Presentation
This document presents the Company's three business segments, Engineered Materials, Acetate Tow and Acetyl Chain.
Use of Non-US GAAP Financial Measures
From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.
Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.
Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.
This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.
Specific Measures Used
This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt
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is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity.
Definitions
•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT.
•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.
•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation.
•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
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•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway"). We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure.
•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.
•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.
Supplemental Information
Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:
•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.
•Cash dividends received from our equity investments.
•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as NCI. Beginning in 2014, this includes Fairway for which the Company's ownership percentage is 50%. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.
Results Unaudited
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
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Table 1
Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions)
Net earnings (loss) attributable to Celanese Corporation
191  434  502  1,890  524  506  538  322 
(Earnings) loss from discontinued operations
—  22  13 
Interest income (34) (1) (1) (8) (1) (2) (4) (1)
Interest expense 154  48  35  91  21  21  24  25 
Refinancing expense —  —  —  —  —  — 
Income tax provision (benefit) 127  112  112  330  27  102  116  85 
Certain Items attributable to Celanese Corporation (Table 8)
71  47  65  139  77  (1) 13  50 
Adjusted EBIT 510  646  713  2,473  652  648  691  482 
Depreciation and amortization expense(1)
97  98  100  362  93  91  90  88 
Operating EBITDA 607  744  813  2,835  745  739  781  570 
         
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions)
Engineered Materials
Acetate Tow —  —  —  —  —  —  —  — 
Acetyl Chain —  —  —  —  —  —  — 
Other Activities(2)
—  —  —  —  —  —  — 
Accelerated depreciation and amortization expense
Depreciation and amortization expense(1)
97  98  100  362  93  91  90  88 
Total depreciation and amortization expense
100  103  106  371  97  93  91  90 
______________________________
(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.
(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
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Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited
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Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials 114  12.3  % 166  17.5  % 124  13.6  % 411  15.1  % 67  9.5  % 91  13.3  % 123  18.0  % 130  20.2  %
Acetate Tow (3) (2.2) % (1) (0.8) % 3.2  % 56  10.9  % 3.1  % 12  9.4  % 24  17.4  % 16  13.4  %
Acetyl Chain(1)
315  24.7  % 429  29.5  % 499  32.4  % 1,819  33.5  % 535  36.2  % 517  34.7  % 516  36.6  % 251  23.8  %
Other Activities(2)
(118) (111) (96) (340) (89) (84) (96) (71)
Total 308  13.4  % 483  19.4  % 531  20.9  % 1,946  22.8  % 517  22.7  % 536  23.7  % 567  25.8  % 326  18.1  %
Less: Net Earnings (Loss) Attributable to NCI(1)
Operating Profit (Loss) Attributable to Celanese Corporation 306  13.3  % 481  19.3  % 529  20.8  % 1,940  22.7  % 515  22.6  % 535  23.6  % 565  25.7  % 325  18.1  %
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials 114  12.3  % 166  17.5  % 124  13.6  % 411  15.1  % 67  9.5  % 91  13.3  % 123  18.0  % 130  20.2  %
Acetate Tow (3) (2.2) % (1) (0.8) % 3.2  % 56  10.9  % 3.1  % 12  9.4  % 24  17.4  % 16  13.4  %
Acetyl Chain(1)
313  24.6  % 427  29.3  % 497  32.3  % 1,813  33.4  % 533  36.1  % 516  34.7  % 514  36.5  % 250  23.7  %
Other Activities(2)
(118) (111) (96) (340) (89) (84) (96) (71)
Total 306  13.3  % 481  19.3  % 529  20.8  % 1,940  22.7  % 515  22.6  % 535  23.6  % 565  25.7  % 325  18.1  %
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials 70 
(3)
53  49  127  30  40 
(3)
32  25 
Acetate Tow 30  36  36  146  34  34  37  41 
Acetyl Chain
Other Activities(2)
Total 108  93  95  288  67  77  75  69 
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials —  —  —  —  —  —  —  — 
Acetate Tow —  —  —  —  —  —  —  — 
Acetyl Chain —  —  —  —  —  —  —  — 
Other Activities(2)
25  25  24  106  (7) 37  38  38 
Total 25  25  24  106  (7) 37  38  38 
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials 22  38  33  16 
Acetate Tow —  —  —  —  — 
Acetyl Chain 10  28  (1) (2) 30 
Other Activities(2)
44  32  25  73  60  (6) 11 
Total 71  47  65  139  77  (1) 13  50 
___________________________
(1)Net earnings (loss) attributable to NCI is included within the Acetyl Chain segment.
(2)Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
(3)Includes $1 million of Other income.
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Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)
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Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions, except percentages)
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials 206  22.2  % 224  23.6  % 211  23.2  % 571  21.0  % 113  16.0  % 137  20.0  % 161  23.6  % 160  24.8  %
Acetate Tow 27  20.0  % 35  29.4  % 40  32.0  % 207  40.3  % 38  29.5  % 46  35.9  % 62  44.9  % 61  51.3  %
Acetyl Chain 322  25.3  % 440  30.2  % 503  32.7  % 1,849  34.1  % 536  36.3  % 517  34.7  % 514  36.5  % 282  26.7  %
Other Activities(2)
(45) (53) (41) (154) (35) (52) (46) (21)
Total 510  22.2  % 646  26.0  % 713  28.1  % 2,473  29.0  % 652  28.7  % 648  28.6  % 691  31.4  % 482  26.8  %
Depreciation and Amortization Expense(1)
Engineered Materials 40  41  42  135  35  33  34  33 
Acetate Tow 10  10  11  39  10  10  10 
Acetyl Chain 43  42  43  171  43  44  43  41 
Other Activities(2)
17 
Total 97  98  100  362  93  91  90  88 
Operating EBITDA / Operating EBITDA Margin
Engineered Materials 246  26.5  % 265  28.0  % 253  27.8  % 706  26.0  % 148  20.9  % 170  24.9  % 195  28.6  % 193  29.9  %
Acetate Tow 37  27.4  % 45  37.8  % 51  40.8  % 246  47.9  % 48  37.2  % 56  43.8  % 71  51.4  % 71  59.7  %
Acetyl Chain 365  28.6  % 482  33.1  % 546  35.5  % 2,020  37.2  % 579  39.2  % 561  37.7  % 557  39.5  % 323  30.6  %
Other Activities(2)
(41) (48) (37) (137) (30) (48) (42) (17)
Total 607  26.4  % 744  29.9  % 813  32.0  % 2,835  33.2  % 745  32.7  % 739  32.6  % 781  35.5  % 570  31.7  %
___________________________
(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.
(2)Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
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Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
per share per share per share per share per share per share per share per share
(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation
192  1.76  440  4.03  502  4.61  1,912  17.06  528  4.83  519  4.67  542  4.81  323  2.83 
Income tax provision (benefit)
127  112  112  330  27  102  116  85 
Earnings (loss) from continuing operations before tax
319  552  614  2,242  555  621  658  408 
Certain Items attributable to Celanese Corporation (Table 8)
71  47  65  139  77  (1) 13  50 
Refinancing and related expenses 104  (1) 26  (1) 14  (1) —  —  — 
Adjusted earnings (loss) from continuing operations before tax
494  625  693  2,390  632  629  671  458 
Income tax (provision) benefit on adjusted earnings(2)
(64) (81) (90) (359) (95) (94) (105) (64)
Adjusted earnings (loss) from continuing operations(3)
430  3.94  544  4.99  603  5.54  2,031  18.12  537  4.91  535  4.82  566  5.02  394  3.46 
Diluted shares (in millions)(4)
Weighted average shares outstanding
108.4  108.4  108.2  111.2  108.6  110.5  112.3  113.5 
Incremental shares attributable to equity awards
0.7  0.7  0.7  0.9  0.8  0.5  0.5  0.5 
Total diluted shares 109.1  109.1  108.9  112.1  109.4  111.0  112.8  114.0 
______________________________
(1)Includes net interest expense and certain fees related to debt issued as part of our acquisition of a majority of the Mobility & Materials business of DuPont de Nemours, Inc.
(2)Calculated using adjusted effective tax rates (Table 3a) as follows:
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
Adjusted effective tax rate
13  13  13  15  15  15  16  14 
(3)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.
Actual Plan Asset Returns Expected Plan Asset Returns
(In percentages)
2021 1.1  6.3 
(4)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
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Table 3a
Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited
Estimated Actual
2022 2021
(In percentages)
US GAAP annual effective tax rate 23  15 
Discrete quarterly recognition of GAAP items(1)
(4) (2)
Tax impact of other charges and adjustments(2)
(5) (1)
Utilization of foreign tax credits —  (1)
Changes in valuation allowances, excluding impact of other charges and adjustments(3)
— 
Other(4)
(1)
Adjusted tax rate 13  15 
______________________________
Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results.
(1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.
(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
(4)Tax impacts related to full-year forecasted tax opportunities and related costs.
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Table 4
Net Sales by Segment - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions)
Engineered Materials 929  948  910  2,718  707  684  682  645 
Acetate Tow 135  119  125  514  129  128  138  119 
Acetyl Chain 1,274  1,456  1,538  5,430  1,476  1,489  1,409  1,056 
Other Activities —  —  —  —  —  —  —  — 
Intersegment eliminations(1)
(37) (37) (35) (125) (37) (35) (31) (22)
Net sales 2,301  2,486  2,538  8,537  2,275  2,266  2,198  1,798 
___________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
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Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended September 30, 2022 Compared to Three Months Ended June 30, 2022
Volume Price Currency Other Total
  (In percentages)
Engineered Materials (1) (3) —  (2)
Acetate Tow 10  —  —  13 
Acetyl Chain (4) (7) (2) —  (13)

Total Company (2) (3) (2) —  (7)
Three Months Ended June 30, 2022 Compared to Three Months Ended March 31, 2022
Volume Price Currency Other Total
(In percentages)
Engineered Materials (3) — 
Acetate Tow (6) —  —  (5)
Acetyl Chain (3) —  (2) —  (5)

Total Company (2) (2) —  (2)
Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 23  (1) —  29 
Acetate Tow (6) —  —  (3)
Acetyl Chain (3) (1) — 

Total Company 12  (1) —  12 
Three Months Ended December 31, 2021 Compared to Three Months Ended September 30, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials (1) (1) — 
(1)
Acetate Tow —  —  — 
Acetyl Chain (10) 10  (1) —  (1)

Total Company (7) (1) —  — 
________________________
(1)2021 includes the effect of the acquisition of the Santoprene™ thermoplastic vulcanizates elastomers business.

Three Months Ended September 30, 2021 Compared to Three Months Ended June 30, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials (2) (1) —  — 
Acetate Tow (8) —  —  —  (8)
Acetyl Chain —  — 
Total Company (1) — 
Three Months Ended June 30, 2021 Compared to Three Months Ended March 31, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials (1) —  — 
Acetate Tow 16  —  —  —  16 
Acetyl Chain 27  —  —  34 
Total Company 18  —  —  22 
Three Months Ended March 31, 2021 Compared to Three Months Ended December 31, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials —  13 
Acetate Tow (10) (1) —  —  (11)
Acetyl Chain (7) 23  —  —  16 
Total Company (3) 15  —  13 
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Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 23  25  (12) —  36 
Acetate Tow (3) —  — 
Acetyl Chain (13) (3) —  (14)
Total Company (2) (5) — 
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Volume Price Currency Other Total
(In percentages)
Engineered Materials 24  24  (9) —  39 
Acetate Tow (18) —  —  (14)
Acetyl Chain (4) 10  (3) — 
Total Company 14  (4) —  13 
Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 20  25  (4) —  41 
Acetate Tow —  — 
Acetyl Chain 39  (1) —  46 
Total Company 12  32  (2) (1) 41 
Three Months Ended December 31, 2021 Compared to Three Months Ended December 31, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 20  (1) —  24 
Acetate Tow (3) (1) —  —  (4)
Acetyl Chain (6) 68  —  —  62 
Total Company (2) 46  (1) —  43 


Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 11  17  —  30 
Acetate Tow —  (2) —  (1)
Acetyl Chain 11  80  —  92 
Total Company 10  50  —  61 
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 43  11  —  62 
Acetate Tow 10  (1) —  — 
Acetyl Chain 27  83  —  113 
Total Company 31  50  (1) 84 
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials —  15 
Acetate Tow (8) —  —  —  (8)
Acetyl Chain 25  —  32 
Total Company 14  —  23 

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Table 4c
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Volume Price Currency Other Total
  (In percentages)
Engineered Materials 15  12  —  31 
Acetate Tow —  (1) —  —  (1)
Acetyl Chain 62  —  73 
Total Company 10  39  —  51 

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Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions, except percentages)
Net cash provided by (used in) investing activities (143) (136) (149) (1,119) (1,286) (108) 177  98 
Net cash provided by (used in) financing activities 8,600  (159) (95) (1,042) (99) (228) (344) (371)
Net cash provided by (used in) operating activities 467  495  316  1,757  584  630  427  116 
Capital expenditures on property, plant and equipment (139) (124) (137) (467) (163) (102) (110) (92)
Distributions to NCI (3) (3) (4) (27) (6) (8) (8) (5)
Free cash flow(1)
325  368  175  1,263  415  520  309  19 
Net sales 2,301  2,486  2,538  8,537  2,275  2,266  2,198  1,798 
Free cash flow as % of Net sales 14.1  % 14.8  % 6.9  % 14.8  % 18.2  % 22.9  % 14.1  % 1.1  %
______________________________
(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions or distributions to Mitsui related to our joint venture, Fairway.
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Table 6
Cash Dividends Received - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions)
Dividends from equity method investments 27  82  26  112  51  18  35 
Dividends from equity investments without readily determinable fair values 30  36  37  147  33  35  37  42 
Total 57  118  63  259  84  43  55  77 
Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21
(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates
977  809  860  791  791  103  500  497 
Long-term debt, net of unamortized deferred financing costs 11,360  3,022  3,132  3,176  3,176  3,724  3,156  3,135 
Total debt 12,337  3,831  3,992  3,967  3,967  3,827  3,656  3,632 
Cash and cash equivalents (9,671) (783) (605) (536) (536) (1,340) (1,054) (791)
Net debt 2,666  3,048  3,387  3,431  3,431  2,487  2,602  2,841 
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Table 8
Certain Items - Unaudited
The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:
Q3 '22 Q2 '22 Q1 '22 2021 Q4 '21 Q3 '21 Q2 '21 Q1 '21 Income Statement Classification
(In $ millions)
Exit and shutdown costs 14  29  18  (2) Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income
Asset impairments 12  (1) —  —  — 
Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters(1)
—  —  —  41  —  —  —  41  Cost of sales
Mergers, acquisitions and dispositions 44  29  56  29  19  —  Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans
—  —  —  43  43  —  —  —  Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes —  16  Cost of sales / SG&A / Other (charges) gains, net
Other —  (10) —  (10) (14) (2) —  Cost of sales / SG&A / Gain (loss) on disposition of businesses and assets, net
Certain Items attributable to Celanese Corporation
71  47  65  139  77  (1) 13  50 
___________________________
(1)Primarily associated with Winter Storm Uri.
(2)Primarily associated with the sale of our Spondon site.
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Table 9
Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
2021
(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation 1,890 
Adjusted EBIT (Table 1)
2,473 
Adjusted effective tax rate (Table 3a)
15  %
Adjusted EBIT tax effected 2,102 
2021 2020 Average
(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates
791  496  644 
Long-term debt, net of unamortized deferred financing costs 3,176  3,227  3,202 
Celanese Corporation stockholders' equity 4,189  3,526  3,858 
Invested capital 7,704 
Return on invested capital (adjusted) 27.3  %
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital
24.5  %
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