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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): February 20, 2024
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
1.250% 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 February 20, 2024, Celanese Corporation (the "Company") issued a press release reporting the financial results for its fourth quarter and full year 2023. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
Exhibit
Number
 
Description
   
99.1
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 Corporate Secretary 
 
Date:
February 20, 2024
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EX-99.1 2 q420238-kex991.htm EX-99.1 Document

Exhibit 99.1
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Celanese Corporation Reports Full Year 2023 and Fourth Quarter Earnings


Dallas, February 20, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2023 GAAP diluted earnings per share of $18.00 and adjusted earnings per share of $8.92. The Company generated net sales of $10.9 billion in 2023, an increase of 13 percent from the prior year, due to an increase in volume of 23 percent reflecting the Mobility & Materials (M&M) acquisition, partially offset by a decrease in price of 10 percent. Full year 2023 volume decreased by 2 percent, excluding M&M, due to challenging demand and competitive dynamics across most of the year. Celanese took actions to reduce costs and align production and inventory levels with demand to report 2023 consolidated operating profit of $1.7 billion, adjusted EBIT of $1.8 billion, and operating EBITDA of $2.4 billion, at margins of 15, 16, and 22 percent, respectively.
The difference between GAAP diluted earnings per share and adjusted earnings per share in 2023 was due to Certain Items totaling $114 million1 and a recorded income tax benefit of $790 million, primarily due to restructuring related to acquired operations.
Celanese took actions in 2023 to maximize cash generation and execute its deleveraging plan. As a result, the Company:
•Reduced working capital balances by $579 million, driven by a $451 million reduction in inventory balances in 2023;
•Generated record operating cash flow of $1.9 billion and record free cash flow of $1.3 billion in 2023; and
•Reduced debt by $995 million and increased cash by $297 million, resulting in a $1.3 billion reduction in net debt across 2023.
Celanese also reported fourth quarter GAAP diluted earnings per share of $6.43 and adjusted earnings per share of $2.24. The Company generated fourth quarter operating cash flow of $830 million and free cash flow of $702 million, both quarterly records.
"In a challenging backdrop across the entirety of 2023, our team decisively executed on hundreds of actions to reduce our costs, secure alternative volumes, align our production and inventory levels with demand, and maximize our cash generation," said Lori Ryerkerk, chair and chief executive officer. "With a focus on what we can control, we delivered record cash generation, exceeded our full year net debt reduction objective, and enhanced the competitiveness of our businesses going into 2024."
1 Including the gain from the formation of the Nutrinova joint venture (JV), partially offset by M&A-related costs, and shutdown costs
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Fourth Quarter 2023 Financial Highlights:
Three Months Ended
December 31,
2023
September 30,
2023
December 31,
2022
(unaudited)
(In $ millions, except per share data)
Net Sales
Engineered Materials 1,406  1,528  1,237 
Acetyl Chain 1,181  1,220  1,135 
Intersegment Eliminations (18) (25) (24)
Total 2,569  2,723  2,348 
Operating Profit (Loss)
Engineered Materials 122  691  25 
Acetyl Chain 264  272  204 
Other Activities (127) (121) (173)
Total 259  842  56 
Net Earnings (Loss)
701  949  769 
Adjusted EBIT(1)
Engineered Materials 199  229  138 
Acetyl Chain 300  310  242 
Other Activities (65) (88) (78)
Total 434  451  302 
Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials 45  12  35 
Acetyl Chain 33  33  30 
Operating EBITDA(1)
608  624  453 
Diluted EPS - continuing operations $ 6.43  $ 8.70  $ 7.03 
Diluted EPS - total $ 6.37  $ 8.69  $ 7.03 
Adjusted EPS(1)
$ 2.24  $ 2.50  $ 1.44 
Net cash provided by (used in) investing activities (168) 375  (10,713)
Net cash provided by (used in) financing activities (240) (700) 1,944 
Net cash provided by (used in) operating activities 830  403  541 
Free cash flow(1)
702  268  395 





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Year Ended December 31,
2023 2022
(unaudited)
(In $ millions, except per share data)
Net Sales
Engineered Materials 6,149  4,024 
Acetyl Chain 4,884  5,743 
Intersegment Eliminations (93) (94)
Total 10,940  9,673 
Operating Profit (Loss)
Engineered Materials 1,083  429 
Acetyl Chain 1,109  1,447 
Other Activities (505) (498)
Total 1,687  1,378 
Net Earnings (Loss)
1,964  1,902 
Adjusted EBIT(1)
Engineered Materials 848  779 
Acetyl Chain 1,258  1,609 
Other Activities (353) (217)
Total 1,753  2,171 
Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials 87  207 
Acetyl Chain 132  143 
Operating EBITDA(1)
2,444  2,617 
Diluted EPS - continuing operations $ 18.00  $ 17.41 
Diluted EPS - total $ 17.92  $ 17.34 
Adjusted EPS(1)
$ 8.92  $ 15.88 
Net cash provided by (used in) investing activities (134) (11,141)
Net cash provided by (used in) financing activities (1,456) 10,290 
Net cash provided by (used in) operating activities 1,899  1,819 
Free cash flow(1)
1,320  1,263 
____________________________
(1)See "Non-US GAAP Financial Measures" below.
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Recent Highlights:
•Commissioned the carbon capture and utilization (CCU) methanol expansion at the Clear Lake, Texas site, which is expected to capture 180 kt of CO2 industrial emissions and produce 130 kt of low-carbon methanol per year.
•Completed the transition of M&M to the upgraded Celanese SAP S/4HANA ERP system as the final step to fold the entire organization onto one consolidated ERP system.
•Completed the planned closure of the Company's nylon 66 (PA66) and certain high-performance nylon (HPN) polymerization units in Uentrop, Germany. Polymerization costs at Uentrop were the highest in the Celanese global nylon network due to energy and raw material costs in the region.
•Announced a collaboration with Under Armour and development of NEOLAST™, a new fiber for performance stretch fabrics that is a recyclable alternative to spandex.
•Elected Ganesh Moorthy to the Company's Board of Directors in October. Mr. Moorthy is President, Chief Executive Officer, and a member of the Board of Directors of Microchip Technology Incorporated.

Full Year 2023 and Fourth Quarter Business Segment Overview
Acetyl Chain
The Acetyl Chain reported 2023 net sales of $4.9 billion, a 15 percent decrease from the prior year. Net sales reflected a 17 percent decrease in pricing partially offset by a 2 percent increase in volume. The decrease in pricing resulted in an approximately $1 billion headwind, driven by weak demand across many end-markets and a challenging competitive environment. In response, the business exercised its commercial flexibility across the year to capture opportunistic volumes during periods of high spot demand and industry production outages in China. The Acetyl Chain demonstrated additional optionality by pivoting downstream to sell incremental volume into acetate tow and redispersible powders to capture stronger demand and margins. The business flexed its global network to align production with demand by idling its highest cost facilities. Based on these actions, the Acetyl Chain was able to offset the majority of pricing headwinds to deliver foundational earnings in 2023. The Acetyl Chain generated GAAP operating profit of $1.1 billion, adjusted EBIT of $1.3 billion, and operating EBITDA of $1.5 billion, at margins of 23, 26, and 30 percent, respectively.
The Acetyl Chain delivered fourth quarter net sales of $1.2 billion due to a 3 percent sequential decrease in pricing and consistent volume. The business faced unanticipated operational disruptions in the quarter including unscheduled maintenance and supplier disruptions that resulted in over 50 kt of lost production at its most cost-advantaged facilities. To avoid any impact to its customers, the Acetyl Chain incurred additional costs from flexing production to higher cost plants in its network and sourcing volume from third parties. Despite these challenges, the Acetyl Chain delivered its second highest-ever earnings for a fourth quarter with GAAP operating profit of $264 million, adjusted EBIT of $300 million, and operating EBITDA of $354 million, at margins of 22, 25, and 30 percent, respectively. The business delivered fourth quarter performance consistent with its foundational earnings power of $1.3 billion in annual adjusted EBIT, a level of earnings which is expected to increase by approximately $100 million annually after completion of the Clear Lake acetic acid expansion.


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Engineered Materials
Engineered Materials delivered net sales of $6.1 billion in 2023, a 53 percent increase from the prior year as a result of the M&M acquisition that closed in the fourth quarter of 2022. The business faced challenging demand and competitive conditions throughout the year, which resulted in volume and pricing decreases. Excluding the addition of M&M, Engineered Materials volume decreased by 8 percent from the prior year. The impact of demand weakness and prolonged destocking in many end-markets was partially offset by growth in automotive and medical markets and alternative volume secured in other markets. A deflationary raw material environment, weak demand, and heightened competitive dynamics resulted in negative impacts to pricing. The business responded to these challenges by aligning inventory and production levels to demand, lowering inventory balances by $384 million across the year, and accelerating M&M synergy actions. Engineered Materials delivered 2023 GAAP operating profit of $1.1 billion, adjusted EBIT of $848 million, and operating EBITDA of $1.3 billion, at margins of 18, 14, and 21 percent, respectively.
Engineered Materials reported fourth quarter net sales of $1.4 billion, representing a sequential decrease of 8 percent. Net sales reflected a volume decrease of 5 percent and a pricing decrease of 3 percent. Pricing decreased due to continued challenging competitive dynamics and product mix headwinds in the Americas and Europe. Volume was impacted, particularly in the acquired M&M product lines, by year-end destocking in automotive and distribution in the Western Hemisphere that was partially offset by improvement in Asia. Engineered Materials reported fourth quarter GAAP operating profit of $122 million, adjusted EBIT of $199 million, and operating EBITDA of $311 million at margins of 9, 14, and 22 percent, respectively. The formation of the Nutrinova JV resulted in a $13 million sequential decrease in consolidated Engineered Materials earnings.
Cash Flow and Tax
Celanese reported 2023 operating cash flow of $1.9 billion and free cash flow of $1.3 billion which included capital expenditures of $568 million. Celanese returned $305 million in cash to shareholders via dividends in 2023.
The tax rate for U.S. GAAP purposes was a benefit of 67 percent for full year 2023 due to deferred tax benefits of non-recurring internal reorganization transactions to integrate acquired business operations and to centralize ownership of intellectual property with the business, the integration of the European headquarters and principal operations to Switzerland, the release of valuation allowances on U.S. foreign tax credit carryforwards, and excess of U.S. GAAP book gains over tax gains related to the formation of the Nutrinova JV. The effective tax rate for adjusted earnings was 9 percent for 2023 as certain benefits of the internal restructuring will be realized in future periods.
Outlook
"Early signs of demand improvement in certain products and end-markets are insufficient to improve the overall sequential backdrop we see early in 2024 and we remain focused on what we can control to sustainably lift the earnings power of Celanese," said Lori Ryerkerk. "We expect to complete several major value creation projects in the first quarter which, along with future projects, will support a significant ramp in our earnings performance across the year. We expect to deliver a significant year over year increase in our earnings per share supported by M&M synergy capture, the Clear Lake acetic acid and methanol expansions, lower interest expense due to deleveraging, and recognition of lower costs flowing through our inventory." Reflective of sequential volume and pricing conditions that are not expected to materially improve to start 2024, the timing of major value creation projects, and significant first quarter costs related to planned outages, the Company anticipates first quarter adjusted earnings per share of $1.75 to $2.00, inclusive of approximately $0.30 per share of M&M transaction amortization.
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Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below.
The Company's prepared remarks related to the fourth quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on February 20, 2024. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.
Contacts:
Investor Relations Media - U.S. Media - Europe
Brandon Ayache Brian Bianco Petra Czugler
Phone: +1 972 443 8509 Phone: +1 972 443 4400 Phone: +49 69 45009 1206
brandon.ayache@celanese.com media@celanese.com petra.czugler@celanese.com
Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 12,400 employees worldwide and had 2023 net sales of $10.9 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.


Forward-Looking Statements
This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to timely or effectively continue to integrate the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition") in order to realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or the Israel-Hamas conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in
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which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures
Presentation
This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.
Use of Non-US GAAP Financial Information
This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for operating EBITDA margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.
Definitions of Non-US GAAP Financial Measures
•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.
•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales.
•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures. We do not provide reconciliations for free cash flow on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
    Reconciliation of Non-US GAAP Financial Measures
Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about February 20, 2024 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.
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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
December 31,
2023
September 30,
2023
December 31,
2022
(In $ millions, except share and per share data)
Net sales 2,569  2,723  2,348 
Cost of sales (1,956) (2,050) (1,964)
Gross profit 613  673  384 
Selling, general and administrative expenses (272) (244) (269)
Amortization of intangible assets (40) (41) (30)
Research and development expenses (32) (32) (37)
Other (charges) gains, net (18) (17)
Foreign exchange gain (loss), net 11  — 
Gain (loss) on disposition of businesses and assets, net (3) 503  (2)
Operating profit (loss) 259  842  56 
Equity in net earnings (loss) of affiliates 52  12  31 
Non-operating pension and other postretirement employee benefit (expense) income (67) (1) (57)
Interest expense (178) (178) (168)
Refinancing expense —  (7) — 
Interest income 12  12  33 
Dividend income - equity investments 31  30  30 
Other income (expense), net 23 
Earnings (loss) from continuing operations before tax 132  714  (70)
Income tax (provision) benefit 575  236  840 
Earnings (loss) from continuing operations 707  950  770 
Earnings (loss) from operation of discontinued operations (8) (1) (1)
Income tax (provision) benefit from discontinued operations —  — 
Earnings (loss) from discontinued operations (6) (1) (1)
Net earnings (loss) 701  949  769 
Net (earnings) loss attributable to noncontrolling interests (3) (2)
Net earnings (loss) attributable to Celanese Corporation 698  951  767 
Amounts attributable to Celanese Corporation  
Earnings (loss) from continuing operations 704  952  768 
Earnings (loss) from discontinued operations (6) (1) (1)
Net earnings (loss) 698  951  767 
Earnings (loss) per common share - basic
Continuing operations 6.46  8.74  7.08 
Discontinued operations (0.05) (0.01) (0.01)
Net earnings (loss) - basic 6.41  8.73  7.07 
Earnings (loss) per common share - diluted
Continuing operations 6.43  8.70  7.03 
Discontinued operations (0.06) (0.01) — 
Net earnings (loss) - diluted 6.37  8.69  7.03 
Weighted average shares (in millions)  
Basic 109.0  108.9  108.5 
Diluted 109.5  109.4  109.2 






9


Consolidated Statements of Operations - Unaudited
Year Ended December 31,
2023 2022
(In $ millions, except share and per share data)
Net sales 10,940  9,673 
Cost of sales (8,337) (7,293)
Gross profit 2,603  2,380 
Selling, general and administrative expenses (1,075) (824)
Amortization of intangible assets (164) (62)
Research and development expenses (146) (112)
Other (charges) gains, net (68) (8)
Foreign exchange gain (loss), net 32  (1)
Gain (loss) on disposition of businesses and assets, net 505 
Operating profit (loss) 1,687  1,378 
Equity in net earnings (loss) of affiliates 102  220 
Non-operating pension and other postretirement employee benefit (expense) income
(69) 17 
Interest expense (720) (405)
Refinancing expense (7) — 
Interest income 39  69 
Dividend income - equity investments 126  133 
Other income (expense), net 25 
Earnings (loss) from continuing operations before tax 1,183  1,421 
Income tax (provision) benefit 790  489 
Earnings (loss) from continuing operations 1,973  1,910 
Earnings (loss) from operation of discontinued operations (12) (9)
Income tax (provision) benefit from discontinued operations
Earnings (loss) from discontinued operations (9) (8)
Net earnings (loss) 1,964  1,902 
Net (earnings) loss attributable to noncontrolling interests (4) (8)
Net earnings (loss) attributable to Celanese Corporation 1,960  1,894 
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations 1,969  1,902 
Earnings (loss) from discontinued operations (9) (8)
Net earnings (loss) 1,960  1,894 
Earnings (loss) per common share - basic
Continuing operations 18.09  17.55 
Discontinued operations (0.08) (0.07)
Net earnings (loss) - basic 18.01  17.48 
Earnings (loss) per common share - diluted
Continuing operations 18.00  17.41 
Discontinued operations (0.08) (0.07)
Net earnings (loss) - diluted 17.92  17.34 
Weighted average shares (in millions)
Basic 108.8  108.4 
Diluted 109.4  109.2 


10


Consolidated Balance Sheets - Unaudited
As of
December 31,
2023
As of
December 31,
2022
(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents 1,805  1,508 
Trade receivables - third party and affiliates, net 1,243  1,379 
Non-trade receivables, net 541  675 
Inventories 2,357  2,808 
Other assets 272  241 
Total current assets 6,218  6,611 
Investments in affiliates 1,220  1,062 
Property, plant and equipment, net 5,584  5,584 
Operating lease right-of-use assets 422  413 
Deferred income taxes 1,677  808 
Other assets 524  547 
Goodwill 6,977  7,142 
Intangible assets, net 3,975  4,105 
Total assets 26,597  26,272 
LIABILITIES AND EQUITY    
Current Liabilities    
Short-term borrowings and current installments of long-term debt - third party and affiliates
1,383  1,306 
Trade payables - third party and affiliates 1,510  1,518 
Other liabilities 1,154  1,201 
Income taxes payable 25  43 
Total current liabilities 4,072  4,068 
Long-term debt, net of unamortized deferred financing costs 12,301  13,373 
Deferred income taxes 999  1,242 
Uncertain tax positions 300  322 
Benefit obligations 457  411 
Operating lease liabilities 325  364 
Other liabilities 591  387 
Commitments and Contingencies  
Stockholders' Equity  
Treasury stock, at cost (5,488) (5,491)
Additional paid-in capital 394  372 
Retained earnings 12,929  11,274 
Accumulated other comprehensive income (loss), net (744) (518)
Total Celanese Corporation stockholders' equity 7,091  5,637 
Noncontrolling interests 461  468 
Total equity 7,552  6,105 
Total liabilities and equity 26,597  26,272 


11
EX-99.2 3 q420238-kex992.htm EX-99.2 Document
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Exhibit 99.2
Non-US GAAP Financial Measures and Supplemental Information
February 20, 2024
In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.
Purpose
The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.
Presentation
This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.
Use of Non-US GAAP Financial Measures
From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.
Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.
Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.
This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.
Specific Measures Used
This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt
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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 contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.
•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.
Supplemental Information
Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:
•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.
•Cash dividends received from our equity investments.
•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.
Results Unaudited
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
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Table 1
Celanese Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions)
Net earnings (loss) attributable to Celanese Corporation 1,960  698  951  220  91  1,894  767  191  434  502 
(Earnings) loss from discontinued operations (1) — 
Interest income (39) (12) (12) (7) (8) (69) (33) (34) (1) (1)
Interest expense 720  178  178  182  182  405  168  154  48  35 
Refinancing expense —  —  —  —  —  —  —  — 
Income tax provision (benefit) (790) (575) (236) (4) 25  (489) (840) 127  112  112 
Certain Items attributable to Celanese Corporation (Table 8)
(114) 139  (438) 54  131  422  239  71  47  65 
Adjusted EBIT 1,753  434  451  444  424  2,171  302  510  646  713 
Depreciation and amortization expense(1)
691  174  173  172  172  446  151  97  98  100 
Operating EBITDA 2,444  608  624  616  596  2,617  453  607  744  813 
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions)
Engineered Materials 15  15  —  —  —  13 
Acetyl Chain —  —  —  —  —  —  —  — 
Other Activities(2)
—  —  —  —  —  —  —  — 
Accelerated depreciation and amortization expense 15  15  —  —  —  16 
Depreciation and amortization expense(1)
691  174  173  172  172  446  151  97  98  100 
Total depreciation and amortization expense 706  189  173  172  172  462  153  100  103  106 
______________________________
(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.
(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
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Table 1a
M&M Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 Q4 '22
(In $ millions)
Net earnings (loss) attributable to M&M 24  (22) 47  47  (48) (69) (3)
Income tax provision (benefit) 65  43  10  (1) 13 
Certain Items(1)
151  30  17  18  86  72 
Adjusted EBIT 240  51  74  64  51 
Depreciation and amortization expense 275  69  70  68  68  47 
Operating EBITDA(2)
515  120  144  132  119  56  (4)
______________________________
(1)Amount is included within total Certain Items shown in Table 8.
(2)Excludes $(22) million, $(19) million, $(23) million, $(23) million and $(17) million of Operating EBITDA included in Other Activities for the three months ended December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022, respectively.
(3)Excludes $30 million of Net loss for the month ended October 31, 2022, prior to our acquisition of the majority of the Mobility & Materials business ("M&M Business") of DuPont de Nemours, Inc.
(4)Excludes $22 million of Operating EBITDA for the month ended October 31, 2022, prior to our acquisition of the M&M Business.
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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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2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials 1,083  17.6  % 122  8.7  % 691  45.2  % 158  10.0  % 112  6.9  % 429  10.7  % 25  2.0  % 114  12.3  % 166  17.5  % 124  13.6  %
Acetyl Chain 1,109  22.7  % 264  22.4  % 272  22.3  % 295  23.9  % 278  22.2  % 1,447  25.2  % 204  18.0  % 312  22.3  % 428  27.5  % 503  30.4  %
Other Activities(1)
(505) (127) (121) (118) (139) (498) (173) (118) (111) (96)
Total 1,687  15.4  % 259  10.1  % 842  30.9  % 335  12.0  % 251  8.8  % 1,378  14.2  % 56  2.4  % 308  13.4  % 483  19.4  % 531  20.9  %
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials (3) (2) (2) —  —  —  —  —  — 
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain — 
Operating Profit (Loss) Attributable to Celanese Corporation 1,683  15.4  % 256  10.0  % 844  31.0  % 334  11.9  % 249  8.7  % 1,370  14.2  % 54  2.3  % 306  13.3  % 481  19.3  % 529  20.8  %
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials 1,086  17.7  % 121  8.6  % 693  45.4  % 160  10.1  % 112  6.9  % 429  10.7  % 25  2.0  % 114  12.3  % 166  17.5  % 124  13.6  %
Acetyl Chain 1,102  22.6  % 262  22.2  % 272  22.3  % 292  23.7  % 276  22.1  % 1,439  25.1  % 202  17.8  % 310  22.2  % 426  27.3  % 501  30.3  %
Other Activities(1)
(505) (127) (121) (118) (139) (498) (173) (118) (111) (96)
Total 1,683  15.4  % 256  10.0  % 844  31.0  % 334  11.9  % 249  8.7  % 1,370  14.2  % 54  2.3  % 306  13.3  % 481  19.3  % 529  20.8  %
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials 87  45  12  20  10  207  35  70  53  49 
Acetyl Chain 132  33  33  32  34  143  30  34  39  40 
Other Activities(1)
34  28  (1) 12 
Total 253  106  46  58  43  362  66  108  93  95 
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials (1) (1) —  —  —  —  —  —  —  — 
Acetyl Chain —  —  —  —  —  —  —  —  —  — 
Other Activities(1)
(68) (66) (1) (2) 17  (57) 25  25  24 
Total (69) (67) (1) (2) 17  (57) 25  25  24 
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials (324) 34  (476) 25  93  143  78  22  38 
Acetyl Chain 24  27  10  10 
Other Activities(1)
186  100  33  21  32  252  151  44  32  25 
Total (114) 139  (438) 54  131  422  239  71  47  65 
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials 848  13.8  % 199  14.2  % 229  15.0  % 205  12.9  % 215  13.2  % 779  19.4  % 138  11.2  % 206  22.2  % 224  23.6  % 211  23.2  %
Acetyl Chain 1,258  25.8  % 300  25.4  % 310  25.4  % 332  26.9  % 316  25.3  % 1,609  28.0  % 242  21.3  % 349  25.0  % 475  30.5  % 543  32.9  %
Other Activities(1)
(353) (65) (88) (93) (107) (217) (78) (45) (53) (41)
Total 1,753  16.0  % 434  16.9  % 451  16.6  % 444  15.9  % 424  14.9  % 2,171  22.4  % 302  12.9  % 510  22.2  % 646  26.0  % 713  28.1  %
___________________________
(1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
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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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2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials 447  112  111  112  112  213  90  40  41  42 
Acetyl Chain 217  54  55  54  54  211  52  53  52  54 
Other Activities(2)
27  22 
Total 691  174  173  172  172  446  151  97  98  100 
Operating EBITDA / Operating EBITDA Margin
Engineered Materials 1,295  21.1  % 311  22.1  % 340  22.3  % 317  20.0  % 327  20.1  % 992  24.7  % 228  18.4  % 246  26.5  % 265  28.0  % 253  27.8  %
Acetyl Chain 1,475  30.2  % 354  30.0  % 365  29.9  % 386  31.3  % 370  29.6  % 1,820  31.7  % 294  25.9  % 402  28.8  % 527  33.8  % 597  36.1  %
Other Activities(2)
(326) (57) (81) (87) (101) (195) (69) (41) (48) (37)
Total 2,444  22.3  % 608  23.7  % 624  22.9  % 616  22.0  % 596  20.9  % 2,617  27.1  % 453  19.3  % 607  26.4  % 744  29.9  % 813  32.0  %
___________________________
(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.
(2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
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Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
per share per share per share per share per share per share per share per share per share per share
(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation 1,969  18.00  704  6.43  952  8.70  219  2.00  94  0.86  1,902  17.41  768  7.03  192  1.76  440  4.03  502  4.61 
Income tax provision (benefit) (790) (575) (236) (4) 25  (489) (840) 127  112  112 
Earnings (loss) from continuing operations before tax 1,179  129  716  215  119  1,413  (72) 319  552  614 
Certain Items attributable to Celanese Corporation (Table 8)
(114) 139  (438) 54  131  422  239  71  47  65 
Refinancing and related expenses —  —  —  158  (1) 14  (1) 104  (1) 26  (1) 14  (1)
Adjusted earnings (loss) from continuing operations before tax 1,072  268  285  269  250  1,993  181  494  625  693 
Income tax (provision) benefit on adjusted earnings(2)
(96) (23) (11) (32) (30) (259) (24) (64) (81) (90)
Adjusted earnings (loss) from continuing operations(3)
976  8.92  245  2.24  274  2.50  237  2.17  220  2.01  1,734  15.88  157  1.44  430  3.94  544  4.99  603  5.54 
Diluted shares (in millions)(4)
Weighted average shares outstanding 108.8  109.0  108.9  108.9  108.6  108.4  108.5  108.4  108.4  108.2 
Incremental shares attributable to equity awards 0.6  0.5  0.5  0.4  0.6  0.8  0.7  0.7  0.7  0.7 
Total diluted shares 109.4  109.5  109.4  109.3  109.2  109.2  109.2  109.1  109.1  108.9 
______________________________
(1)Includes net interest expense and certain fees related to debt issued as part of our acquisition of the M&M Business.
(2)Calculated using adjusted effective tax rates (Table 3a) as follows:
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
Adjusted effective tax rate 12  12  13  13  13  13  13 
(3)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.
Actual Plan Asset Returns Expected Plan Asset Returns
(In percentages)
Q4 '23 & 2023 8.1  5.2 
Q4 '22 & 2022 (18.4) 5.4 
(4)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
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Table 3a
Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited
Actual
2023 2022
(In percentages)
US GAAP annual effective tax rate (67) (34)
Discrete quarterly recognition of GAAP items(1)
(6)
Tax impact of other charges and adjustments(2)
(3)
Changes in valuation allowances, excluding impact of other charges and adjustments(3)
13  (1)
Other, includes effect of discrete current year transactions(4)(5)
64  45 
Adjusted tax rate 13 
______________________________
Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results.
(1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.
(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
(4)Includes tax impacts related to full-year actual tax opportunities and related costs.
(5)Includes the reversal of certain U.S. GAAP deferred tax benefits related to non-recurring internal restructuring transactions related to the M&M acquisition, to centralize ownership of intellectual property with the business and to facilitate future deployment of cash to service acquisition indebtedness. Certain benefits of the internal restructuring will be realized in future periods for adjusted earnings purposes.
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Table 4
Net Sales by Segment - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions)
Engineered Materials 6,149  1,406  1,528  1,585  1,630  4,024  1,237  929  948  910 
Acetyl Chain 4,884  1,181  1,220  1,233  1,250  5,743  1,135  1,397  1,559  1,652 
Intersegment eliminations(1)
(93) (18) (25) (23) (27) (94) (24) (25) (21) (24)
Net sales 10,940  2,569  2,723  2,795  2,853  9,673  2,348  2,301  2,486  2,538 
___________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
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Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended December 31, 2023 Compared to Three Months Ended September 30, 2023
Volume Price Currency Total
  (In percentages)
Engineered Materials (5) (3) —  (8)
Acetyl Chain —  (3) —  (3)

Total Company (3) (3) —  (6)
Three Months Ended September 30, 2023 Compared to Three Months Ended June 30, 2023
Volume Price Currency Total
(In percentages)
Engineered Materials (1) (3) —  (4)
Acetyl Chain (3) (1) (1)

Total Company (3) (1) (3)
Three Months Ended June 30, 2023 Compared to Three Months Ended March 31, 2023
Volume Price Currency Total
(In percentages)
Engineered Materials (5) —  (3)
Acetyl Chain (3) —  (1)

Total Company (4) —  (2)
Three Months Ended March 31, 2023 Compared to Three Months Ended December 31, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials 34  (4) 32 
Acetyl Chain 10  (2) 10 

Total Company 19  (4) 17 
________________________
(1)2022 includes the effect of the acquisition of the majority of the M&M Business.

Three Months Ended December 31, 2022 Compared to Three Months Ended September 30, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials 34  (1) —  33 
(1)
Acetyl Chain (9) (10) —  (19)

Total Company (6) — 
Three Months Ended September 30, 2022 Compared to Three Months Ended June 30, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials (1) (3) (2)
Acetyl Chain (3) (5) (2) (10)

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

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

Total Company 12  (1) 12 
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Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended December 31, 2023 Compared to Three Months Ended December 31, 2022
Volume Price Currency Total
  (In percentages)
Engineered Materials 21  (8) 14 
Acetyl Chain 14  (11)
Total Company 18  (10)
Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials 75  (12) 64 
Acetyl Chain (18) (13)
Total Company 33  (16) 18 
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials 75  (8) —  67 
Acetyl Chain (2) (19) —  (21)
Total Company 27  (15) —  12 
Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022
Volume Price Currency Total
(In percentages)
Engineered Materials 80  (3) 79 
Acetyl Chain (9) (13) (2) (24)
Total Company 23  (8) (3) 12 

Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021
Volume Price Currency Total
  (In percentages)
Engineered Materials 67  17  (9) 75 
Acetyl Chain (12) (14) (3) (29)
Total Company 13  (5) (5)
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
Volume Price Currency Total
  (In percentages)
Engineered Materials 23  25  (12) 36 
Acetyl Chain (10) (5) (13)
Total Company (2) (5)
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Volume Price Currency Total
  (In percentages)
Engineered Materials 24  24  (9) 39 
Acetyl Chain (5) 11  (4)
Total Company 14  (4) 13 
Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021
Volume Price Currency Total
  (In percentages)
Engineered Materials 20  25  (4) 41 
Acetyl Chain 38  (3) 42 
Total Company 12  32  (3) 41 
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Table 4c
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Volume Price Currency Total
  (In percentages)
Engineered Materials 54  (1) —  53 
Acetyl Chain (17) —  (15)
Total Company 23  (10) —  13 
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Volume Price Currency Total
  (In percentages)
Engineered Materials 33  23  (8) 48 
Acetyl Chain (6) (3) (3)
Total Company 11  (4) 13 

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Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions, except percentages)
Net cash provided by (used in) investing activities (134) (168) 375  (163) (178) (11,141) (10,713) (143) (136) (149)
Net cash provided by (used in) financing activities (1,456) (240) (700) (447) (69) 10,290  1,944  8,600  (159) (95)
Net cash provided by (used in) operating activities 1,899  830  403  762  (96) 1,819  541  467  495  316 
Capital expenditures on property, plant and equipment (568) (128) (131) (145) (164) (543) (143) (139) (124) (137)
Contributions from/(Distributions) to NCI (11) —  (4) (6) (1) (13) (3) (3) (3) (4)
Free cash flow(1)
1,320  702  268  611  (261) 1,263  395  325  368  175 
Net sales 10,940  2,569  2,723  2,795  2,853  9,673  2,348  2,301  2,486  2,538 
Free cash flow as % of Net sales 12.1  % 27.3  % 9.8  % 21.9  % (9.1) % 13.1  % 16.8  % 14.1  % 14.8  % 6.9  %
______________________________
(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures.
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Table 6
Cash Dividends Received - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions)
Dividends from equity method investments 157  85  25  40  217  82  27  82  26 
Dividends from equity investments without readily determinable fair values 126  31  30  31  34  133  30  30  36  37 
Total 283  116  37  56  74  350  112  57  118  63 
Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22
(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates 1,383  1,383  1,408  1,507  1,386  1,306  1,306  977  809  860 
Long-term debt, net of unamortized deferred financing costs 12,301  12,301  12,291  12,889  13,396  13,373  13,373  11,360  3,022  3,132 
Total debt 13,684  13,684  13,699  14,396  14,782  14,679  14,679  12,337  3,831  3,992 
Cash and cash equivalents (1,805) (1,805) (1,357) (1,296) (1,167) (1,508) (1,508) (9,671) (783) (605)
Net debt 11,879  11,879  12,342  13,100  13,615  13,171  13,171  2,666  3,048  3,387 
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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:
2023 Q4 '23 Q3 '23 Q2 '23 Q1 '23 2022 Q4 '22 Q3 '22 Q2 '22 Q1 '22 Income Statement Classification
(In $ millions)
Exit and shutdown costs 89  33  21  26  52  14  29  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 15  —  —  13  12  (1) —  Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters(1)
—  —  —  17  17  —  —  —  Cost of sales
Mergers, acquisitions and dispositions 195  27  46  23  99  267  138  44  29  56  Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans 69  69  —  —  —  80  80  —  —  —  Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes 12  —  —  —  Cost of sales / SG&A / Other (charges) gains, net
(Gain) loss on disposition of businesses and assets (510) (3) (508) —  (13) (1) —  (12) —  Gain (loss) on disposition of businesses and assets, net
Other 10  —  —  —  Cost of sales / SG&A
Certain Items attributable to Celanese Corporation (114) 139  (438) 54  131  422  239  71  47  65 
___________________________
(1)Primarily associated with Winter Storm Elliott.

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Table 9
Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
2023 2022
(In $ millions, except percentages) (In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation 1,960  1,894 
Adjusted EBIT (Table 1)
1,753  2,171 
Adjusted effective tax rate (Table 3a)
% 13  %
Adjusted EBIT tax effected 1,595  1,889 
2023 2022 Average 2022 2021 Average
(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates 1,383  1,306  1,345  1,306  791  1,049 
Long-term debt, net of unamortized deferred financing costs 12,301  13,373  12,837  13,373  3,176  8,275 
Celanese Corporation stockholders' equity 7,091  5,637  6,364  5,637  4,189  4,913 
Invested capital 20,546  14,237 
Return on invested capital (adjusted) 7.8  % 13.3  %
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital 9.5  % 13.3  %
17