セラニーズの適時開示・決算・その他

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 18, 2025

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

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. ☐

Item 2.02 Results of Operations and Financial Condition

On February 18, 2025, Celanese Corporation (the "Company") issued a press release reporting the financial results for its fourth quarter and full year 2024. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:


Exhibit Number
						Description

99.1						Press Release dated February 18, 2025 *

99.2						Non-US GAAP Financial Measures and Supplemental Information dated February 18, 2025 *

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.

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/ ASHLEY B. DUFFIE
			Name:			Ashley B. Duffie
			Title:			Senior Vice President, General Counsel and Corporate Secretary

			Date:			February 18, 2025

EX-99.1 2 q420248-kex991.htm EX-99.1 Document

Exhibit 99.1

Celanese Corporation Reports Full Year 2024 and Fourth Quarter Earnings

Dallas, February 18, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2024 U.S. GAAP diluted loss per share of $13.86 and adjusted earnings per share of $8.37. The Company generated net sales of $10.3 billion in 2024, a 6 percent decrease from the previous year consisting of a 4 percent decline in price and a 1 percent decline in volume, with a small currency impact. Persistently weak global demand in critical end-markets like automotive, paints, coatings, construction and industrial caused headwinds throughout the year. Celanese took actions, including reducing fixed and variable costs and delivered 2024 consolidated operating loss of $697 million, adjusted EBIT of $1.6 billion, and operating EBITDA of $2.4 billion at margins of (7), 16, and 23 percent, respectively.

The difference between U.S. GAAP diluted loss per share and adjusted earnings per share in 2024 was primarily due to Certain Items totaling $2.0 billion with the majority of the cost related to non-cash asset impairment charges.

Celanese reported fourth quarter net sales of $2.4 billion, representing a 10 percent sequential decline due to decreases of 7 percent in volume, 2 percent in price, and 1 percent in currency. The fourth quarter was negatively impacted by amplified sequential seasonality in the Acetyl Chain, as well as severe Western Hemisphere automotive and industrial destocking in Engineered Materials. The Company took actions to reduce costs, align production to available demand, and release working capital through inventory drawdown to mitigate the impact of the challenging demand environment. For the fourth quarter, Celanese reported an operating loss of $1.4 billion, adjusted EBIT of $333 million, and operating EBITDA of $517 million at margins of (59), 14, and 22 percent, respectively.

Celanese is taking actions intended to deliver stable earnings growth and generate cash to deleverage the balance sheet in the current demand environment, including the following:

•Announced the completion of all actions required to exceed the targeted $75 million in cost reductions within 2025, primarily in selling, general, and administrative (SG&A), that the Company previously announced in the third quarter earnings release. The focus of these reductions was better aligning the Company's cost structure with the demand environment, while maintaining the ability to scale as demand recovers.

•Announced the intention to cease production and execute the closure of the Company's Luxembourg Mylar Specialty Films manufacturing operations, a 50/50 joint venture owned by Celanese and Teijin. This action is in keeping with the Company's core principle of exiting higher cost facilities and focusing on productivity through debottlenecking at lower cost facilities.

Additionally, Celanese continues to evolve its project pipeline model to respond to business conditions and sharpen the focus on growth. The average value of projects won in high growth applications like electric vehicles, battery energy storage, medical, and consumer athletic wear has increased by 24 percent compared to last year, although achieving full value of many projects is delayed due to the challenging demand environment.

"The fourth quarter results developed largely as we expected, despite further demand deterioration that gave no sign of easing," said Scott Richardson, president and chief executive officer. "With little indication of near-term recovery, it is our job to drive productivity and earnings growth at Celanese even if fundamental demand remains flat or declines further. As we move forward, we are focused on three strategic priorities: intensifying cost reduction, driving growth through our AC optionality model and EM pipeline model, and increasing cash flow to deleverage the balance sheet. We continue to take actions to reduce costs and accelerate growth, and we expect to take additional actions to deliver on our priorities based on evolving business conditions."

Recent Highlights:

•Appointed Scott Richardson, formerly the Company's Chief Operating Officer, as President and Chief Executive Officer as of January 1, 2025. Mr. Richardson succeeded Lori Ryerkerk, who stepped down as Chair of the Board, President, and CEO. Mr. Richardson, who also joined the Company's Board of Directors, has over two decades of experience at Celanese in a number of other key management roles within the company, including Chief Financial Officer and leadership positions overseeing Celanese’s Engineered Materials and Acetyl Chain businesses.

•Elected Ed Galante, an independent director on Celanese’s Board since 2013, as Chair of the Board to succeed Ms. Ryerkerk. Prior to joining the Company's Board of Directors in 2012, Mr. Galante served as Senior Vice President and Member of the Management Committee of Exxon Mobil Corporation, an international oil and gas company, and Executive Vice President of ExxonMobil Chemical Company. Prior to that, he held various management positions of increasing responsibility over more than 30 years with Exxon Mobil and its predecessor companies.

•Elected Chris Kuehn to the Company's Board of Directors on January 1, 2025. Mr. Kuehn is the Executive Vice President and Chief Financial Officer of Trane Technologies plc (Trane), a global climate innovator that designs, manufactures, sells, and services solutions for heating, ventilation and air conditioning, transport refrigeration, and custom refrigeration.

•Elected Scott Sutton to the Company's Board of Directors, effective March 1, 2025. Mr. Sutton is a proven leader with nearly 35 years of experience in the chemicals industry, most recently serving as the former President, Chief Executive Officer and Chairman of Olin Corporation. Prior to that, Mr. Sutton served as President and Chief Executive Officer of Prince International Corporation and as Chief Operating Officer of Celanese from 2017 until 2019. Mr. Sutton and Mr. Richardson will co-chair the newly formed Finance and Business Review Committee of the Board.

•Appointed Todd Elliot as Senior Vice President (SVP) to lead the Engineered Materials business, effective February 3, 2025. Mr. Elliott succeeded Tom Kelly, who is serving in a transition role through March 10, 2025. Mr. Elliott returned to Celanese after previously retiring from the Company as SVP and head of the Acetyl Chain business. In addition to his role as head of the Acetyl Chain, Mr. Elliott oversaw the Acetate Tow business, the company’s European regional center, and commercial operations of the Engineered Materials business. While head of global sales for Engineered Materials, Mr. Elliott was instrumental in launching the customer project pipeline model that has been foundational for the Company’s focus on value creation.

Fourth Quarter 2024 Financial Highlights:


	Three Months Ended
	December 31, 2024		September 30, 2024		December 31, 2023
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	1,281		1,481		1,406

Acetyl Chain	1,110		1,190		1,181
Intersegment Eliminations	(21)		(23)		(18)
Total	2,370		2,648		2,569

Operating Profit (Loss)
Engineered Materials	(1,508)		102		122

Acetyl Chain	216		239		264
Other Activities	(113)		(93)		(127)
Total	(1,405)		248		259

Net Earnings (Loss)	(1,911)		120		701

Adjusted EBIT(1)
Engineered Materials	156		237		199

Acetyl Chain	253		276		300
Other Activities	(76)		(56)		(65)
Total	333		457		434

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	33		46		45
Acetyl Chain	35		34		33

Operating EBITDA(1)	517		644		608
Diluted EPS - continuing operations	$	(17.45)	$	1.08	$	6.43
Diluted EPS - total	$	(17.50)	$	1.06	$	6.37
Adjusted EPS(1)	$	1.45	$	2.44	$	2.24

Net cash provided by (used in) investing activities	(128)		(100)		(168)
Net cash provided by (used in) financing activities	(189)		(376)		(240)
Net cash provided by (used in) operating activities	494		79		830
Free cash flow(1)	381		(16)		702

____________________________

(1)See "Non-US GAAP Financial Measures" below.


	Year Ended December 31,
	2024		2023
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	5,607		6,149

Acetyl Chain	4,763		4,884
Intersegment Eliminations	(90)		(93)
Total	10,280		10,940

Operating Profit (Loss)
Engineered Materials	(1,179)		1,083

Acetyl Chain	951		1,109
Other Activities	(469)		(505)
Total	(697)		1,687

Net Earnings (Loss)	(1,514)		1,964

Adjusted EBIT(1)
Engineered Materials	859		848

Acetyl Chain	1,102		1,258
Other Activities	(313)		(353)
Total	1,648		1,753

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	178		87
Acetyl Chain	138		132

Operating EBITDA(1)	2,376		2,444
Diluted EPS - continuing operations	$	(13.86)	$	18.00
Diluted EPS - total	$	(13.93)	$	17.92
Adjusted EPS(1)	$	8.37	$	8.92

Net cash provided by (used in) investing activities	(470)		(134)
Net cash provided by (used in) financing activities	(1,313)		(1,456)
Net cash provided by (used in) operating activities	966		1,899
Free cash flow(1)	498		1,320

____________________________

(1)See "Non-US GAAP Financial Measures" below.

Full Year 2024 and Fourth Quarter Business Segment Overview

Acetyl Chain

The Acetyl Chain delivered 2024 net sales of $4.8 billion, a 2 percent decrease from the prior year, driven by a 6 percent decline in price and a 4 percent increase in volume. The business faced continued Western Hemisphere demand weakness, particularly in Europe, as well as continued sluggish demand in Asia that was compounded by supply increases in China. The business delivered full year operating profit of $951 million, adjusted EBIT of $1.1 billion, and operating EBITDA of $1.3 billion at margins of 20, 23, and 28 percent, respectively. In an environment with continual challenges across the year due to weak demand in paints, coating, and construction applications, the Acetyl Chain focused on delivering stable earnings by leveraging optionality across the business's global footprint and integrated value chain. This approach supported a new record for sales volume in the redispersible powders product line. Additionally, despite the significant production losses in the second quarter of 2024 attributable to the largest unplanned supply disruption in over 15 years, the Company delivered a record in annual acetic acid production at the Clear Lake site.

The Acetyl Chain reported fourth quarter net sales of $1.1 billion, which was a 7 percent sequential decline driven by a 4 percent decrease in volume and a 2 percent decrease in price, with a small currency impact. The results reflected an already weak demand environment in the Western Hemisphere that was amplified by softer than normal year-end seasonality. The Acetyl Chain was able to partially offset these headwinds by temporarily idling production at certain units to drive cost savings and better align manufacturing to demand.

Engineered Materials

Engineered Materials reported full year 2024 net sales of $5.6 billion, representing a decrease of 9 percent compared to the previous year, consisting of a 5 percent decline in volume and a 3 percent decline in price, with a small currency impact. The business faced a demand environment that was anemic throughout the year, and significantly deteriorated in the second half due to the rapid slowdown of commercial activity in both automotive and industrial segments, particularly in the Western Hemisphere. The European automotive sector was especially affected, with industry automotive builds declining by 7 percent in the second half of 2024 when compared to the first half, while falling 3 percent for the full year when compared to 2023. The intensifying competitive dynamics, especially in standard grade applications, offset the significant year-over year improvements made to the Engineered Materials cost position enabled by lower raw material costs and extensive manufacturing fixed cost reduction. Engineered Materials reported full year 2024 operating loss of $1.2 billion, adjusted EBIT of $859 million, and operating EBITDA of $1.3 billion, with margins of (21), 15, and 23 percent, respectively. The business took actions to temper the impacts of the tepid demand environment by focusing on cost reductions, evidenced by the lower fixed cost base through manufacturing footprint reductions at such high cost locations as Uentrop, Germany and Mechelen, Belgium. Engineered Materials also continued driving growth programs through the project pipeline model, especially in high growth areas like electric vehicles, where the value of projects won increased by 30 percent compared to 2023. The advancement of the project pipeline model remains central to the Engineered Materials growth strategy and has partially offset the current demand headwinds while establishing a strong foundation for growth as end-markets recover.

Engineered Materials reported fourth quarter net sales of $1.3 billion, driven by a 10 percent sequential decline in volume and a 3 percent sequential decline in price with a small currency impact. The demand environment was impacted by sharp sequential downturns in the automotive and industrial businesses caused by severe destocking in response to the abrupt demand pullbacks experienced by Western Hemisphere OEMs and supplier tiers in the third quarter.

Engineered Materials reported fourth quarter operating loss of $1.5 billion, adjusted EBIT of $156 million, and operating EBITDA of $270 million at margins of (118), 12, and 21 percent, respectively. The business focused on driving lower costs as well as curtailing production to enable a release of working capital by sequentially reducing inventory by over $200 million.

Cash Flow and Tax

Celanese reported 2024 operating cash flow of $966 million and free cash flow of $498 million, which included cash capital expenditures of $435 million. Full year operating cash flow results included $131 million working capital use of cash which was impacted by demand trends in the second half of the year and timing of footprint rationalization actions. In 2024, Celanese returned $307 million in cash to shareholders and has retired a total of $1.0 billion in bonds as part of its deleveraging plan.

The tax rate for U.S. GAAP purposes was negative 51 percent for the full year 2024 due to a book goodwill impairment charge of $1.5 billion for the Engineered Materials reporting unit that did not provide tax benefit as well as an increase to valuation allowances on local country non-US tax credits due to a decline in forecasted future earnings as considered in the goodwill impairment analysis. The effective tax rate for adjusted earnings was 9 percent for 2024 as the goodwill charge is non-deductible for tax purposes and the benefits of the noted tax credits will be realized only if they are utilized to offset income in future periods for adjusted earnings purposes.

Outlook

Celanese expects the sequential demand and pricing challenges experienced in the fourth quarter to be largely unchanged in the first quarter, with continued weakness in core end-markets like automotive, construction, paints, coatings, and industrial. Celanese expects additional headwinds in the first quarter from seasonality in both the acetate tow and the medical implants businesses, as well as a planned outage at the Bishop, Texas facility. Additionally, the Company expects a delay until the second quarter of dividend income from the acetate joint venture in China due to a recent change in Chinese law that will adjust the payments to three times a year instead of quarterly. The Company anticipates approximately $100 million headwinds from these factors and expects them to be contained to the first quarter.

"While we do not expect significant changes in the overall demand landscape in the first quarter, we continue to drive actions to mitigate these headwinds." said Scott Richardson. "Including the impact of non-recurring costs, we anticipate first quarter earnings per share to be $0.25 to $0.50. The one-time factors impacting the first quarter, along with some modest improvement in volumes, give us visibility to meaningful sequential improvement in the second quarter, and we anticipate second quarter earnings per share to be approximately $1.00 per share higher than the first quarter before benefits from any other business improvement actions we are taking."

"Over my twenty years with Celanese, we have been through periods similar to what we are experiencing now.

We will again respond by delivering productivity every day, prudently allocating capital, and driving growth through our pipeline model to reestablish Celanese as a top quartile company for total shareholder return." Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT, operating EBITDA 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 18, 2025. 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

Bill Cunningham

Jamaison Schuler

Petra Czugler

Phone: +1 302 772 5231

Phone: +1 972 443 4400

Phone: +49 69 45009 1206

william.cunningham@celanese.com

media@celanese.com

petra.czugler@celanese.com

Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs approximately 12,200 employees worldwide with 2024 net sales of $10.3 billion.

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, deleveraging efforts, dividend policy, 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, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (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; additional impairments of goodwill or intangible assets; 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, 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 conflicts in the Middle East) 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, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings; changes in currency exchange rates and interest rates; 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

•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 do not provide reconciliations for operating EBITDA 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. 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.

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 18, 2025 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.

Consolidated Statements of Operations - Unaudited


	Three Months Ended
	December 31, 2024	September 30, 2024	December 31, 2023
	(In $ millions, except share and per share data)
Net sales	2,370	2,648	2,569
Cost of sales	(1,831)	(2,026)	(1,956)
Gross profit	539	622	613
Selling, general and administrative expenses	(262)	(248)	(272)
Amortization of intangible assets	(40)	(40)	(40)
Research and development expenses	(31)	(32)	(32)
Other (charges) gains, net	(1,621)	(61)	(18)
Foreign exchange gain (loss), net	12	10	11
Gain (loss) on disposition of businesses and assets, net	(2)	(3)	(3)
Operating profit (loss)	(1,405)	248	259
Equity in net earnings (loss) of affiliates	39	51	52
Non-operating pension and other postretirement employee benefit (expense) income	(27)	3	(67)
Interest expense	(164)	(169)	(178)
Refinancing expense	—	—	—
Interest income	5	5	12
Dividend income - equity investments	33	30	31

Other income (expense), net	—	15	23
Earnings (loss) from continuing operations before tax	(1,519)	183	132
Income tax (provision) benefit	(387)	(61)	575
Earnings (loss) from continuing operations	(1,906)	122	707
Earnings (loss) from operation of discontinued operations	(6)	(3)	(8)

Income tax (provision) benefit from discontinued operations	1	1	2
Earnings (loss) from discontinued operations	(5)	(2)	(6)
Net earnings (loss)	(1,911)	120	701
Net (earnings) loss attributable to noncontrolling interests	(3)	(4)	(3)
Net earnings (loss) attributable to Celanese Corporation	(1,914)	116	698
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	(1,909)	118	704
Earnings (loss) from discontinued operations	(5)	(2)	(6)
Net earnings (loss)	(1,914)	116	698
Earnings (loss) per common share - basic
Continuing operations	(17.45)	1.08	6.46
Discontinued operations	(0.05)	(0.02)	(0.05)
Net earnings (loss) - basic	(17.50)	1.06	6.41
Earnings (loss) per common share - diluted
Continuing operations	(17.45)	1.08	6.43
Discontinued operations	(0.05)	(0.02)	(0.06)
Net earnings (loss) - diluted	(17.50)	1.06	6.37
Weighted average shares (in millions)
Basic	109.4	109.3	109.0
Diluted	109.4	109.5	109.5

Consolidated Statements of Operations - Unaudited


	Year Ended December 31,
	2024	2023
	(In $ millions, except share and per share data)
Net sales	10,280	10,940
Cost of sales	(7,924)	(8,337)
Gross profit	2,356	2,603
Selling, general and administrative expenses	(1,030)	(1,075)
Amortization of intangible assets	(159)	(164)
Research and development expenses	(130)	(146)
Other (charges) gains, net	(1,744)	(68)
Foreign exchange gain (loss), net	24	32
Gain (loss) on disposition of businesses and assets, net	(14)	505
Operating profit (loss)	(697)	1,687
Equity in net earnings (loss) of affiliates	196	102
Non-operating pension and other postretirement employee benefit (expense) income	(20)	(69)
Interest expense	(676)	(720)
Refinancing expense	—	(7)
Interest income	33	39
Dividend income - equity investments	128	126

Other income (expense), net	40	25
Earnings (loss) from continuing operations before tax	(996)	1,183
Income tax (provision) benefit	(510)	790
Earnings (loss) from continuing operations	(1,506)	1,973
Earnings (loss) from operation of discontinued operations	(10)	(12)

Income tax (provision) benefit from discontinued operations	2	3
Earnings (loss) from discontinued operations	(8)	(9)
Net earnings (loss)	(1,514)	1,964
Net (earnings) loss attributable to noncontrolling interests	(8)	(4)
Net earnings (loss) attributable to Celanese Corporation	(1,522)	1,960
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	(1,514)	1,969
Earnings (loss) from discontinued operations	(8)	(9)
Net earnings (loss)	(1,522)	1,960
Earnings (loss) per common share - basic
Continuing operations	(13.86)	18.09
Discontinued operations	(0.07)	(0.08)
Net earnings (loss) - basic	(13.93)	18.01
Earnings (loss) per common share - diluted
Continuing operations	(13.86)	18.00
Discontinued operations	(0.07)	(0.08)
Net earnings (loss) - diluted	(13.93)	17.92
Weighted average shares (in millions)
Basic	109.3	108.8
Diluted	109.3	109.4

Consolidated Balance Sheets - Unaudited


	As of December 31, 2024	As of December 31, 2023

	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	962	1,805
Trade receivables - third party and affiliates, net	1,121	1,243
Non-trade receivables, net	493	541
Inventories	2,284	2,357



Other assets	285	272
Total current assets	5,145	6,218
Investments in affiliates	1,217	1,220
Property, plant and equipment, net	5,273	5,584
Operating lease right-of-use assets	388	422
Deferred income taxes	1,251	1,677
Other assets	555	524
Goodwill	5,387	6,977
Intangible assets, net	3,641	3,975
Total assets	22,857	26,597
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,501	1,383
Trade payables - third party and affiliates	1,228	1,510

Other liabilities	1,120	1,154

Income taxes payable	4	25
Total current liabilities	3,853	4,072
Long-term debt, net of unamortized deferred financing costs	11,078	12,301
Deferred income taxes	933	999
Uncertain tax positions	286	300
Benefit obligations	396	457
Operating lease liabilities	294	325
Other liabilities	408	591
Commitments and Contingencies
Shareholders' Equity


Treasury stock, at cost	(5,486)	(5,488)
Additional paid-in capital	409	394
Retained earnings	11,100	12,929
Accumulated other comprehensive income (loss), net	(848)	(744)
Total Celanese Corporation shareholders' equity	5,175	7,091
Noncontrolling interests	434	461
Total equity	5,609	7,552
Total liabilities and equity	22,857	26,597

EX-99.2 3 q420248-kex992.htm EX-99.2 Document

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

February 18, 2025

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

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 shareholders' 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. We do not provide reconciliations for operating EBITDA 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. 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.

•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 shareholders' 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 shareholders 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 shareholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

Table 1

Celanese Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	(1,522)	(1,914)	116	155	121	1,960	698	951	220	91
(Earnings) loss from discontinued operations	8	5	2	1	—	9	6	1	(1)	3
Interest income	(33)	(5)	(5)	(10)	(13)	(39)	(12)	(12)	(7)	(8)
Interest expense	676	164	169	174	169	720	178	178	182	182
Refinancing expense	—	—	—	—	—	7	—	7	—	—
Income tax provision (benefit)	510	387	61	29	33	(790)	(575)	(236)	(4)	25
Certain Items attributable to Celanese Corporation (Table 8)	2,009	1,696	114	102	97	(114)	139	(438)	54	131
Adjusted EBIT	1,648	333	457	451	407	1,753	434	451	444	424
Depreciation and amortization expense(1)	728	184	187	181	176	691	174	173	172	172
Operating EBITDA	2,376	517	644	632	583	2,444	608	624	616	596


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Engineered Materials	73	1	16	11	45	15	15	—	—	—

Acetyl Chain	—	—	—	—	—	—	—	—	—	—
Other Activities(2)	—	—	—	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	73	1	16	11	45	15	15	—	—	—
Depreciation and amortization expense(1)	728	184	187	181	176	691	174	173	172	172
Total depreciation and amortization expense	801	185	203	192	221	706	189	173	172	172

______________________________

(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).


Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited


	2024			Q4 '24			Q3 '24			Q2 '24			Q1 '24			2023			Q4 '23			Q3 '23			Q2 '23			Q1 '23
	(In $ millions, except percentages)
















Operating Profit (Loss) / Operating Margin
Engineered Materials	(1,179)	(21.0)	%	(1,508)	(117.7)	%	102	6.9	%	138	9.4	%	89	6.5	%	1,083	17.6	%	122	8.7	%	691	45.2	%	158	10.0	%	112	6.9	%

Acetyl Chain	951	20.0	%	216	19.5	%	239	20.1	%	242	20.1	%	254	20.1	%	1,109	22.7	%	264	22.4	%	272	22.3	%	295	23.9	%	278	22.2	%
Other Activities(1)	(469)			(113)			(93)			(130)			(133)			(505)			(127)			(121)			(118)			(139)
Total	(697)	(6.8)	%	(1,405)	(59.3)	%	248	9.4	%	250	9.4	%	210	8.0	%	1,687	15.4	%	259	10.1	%	842	30.9	%	335	12.0	%	251	8.8	%
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials	(1)			2			2			(4)			(1)			(3)			1			(2)			(2)			—
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain	9			1			2			2			4			7			2			—			3			2

Operating Profit (Loss) Attributable to Celanese Corporation	(705)	(6.9)	%	(1,408)	(59.4)	%	244	9.2	%	252	9.5	%	207	7.9	%	1,683	15.4	%	256	10.0	%	844	31.0	%	334	11.9	%	249	8.7	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials	(1,178)	(21.0)	%	(1,510)	(117.9)	%	100	6.8	%	142	9.7	%	90	6.5	%	1,086	17.7	%	121	8.6	%	693	45.4	%	160	10.1	%	112	6.9	%





Acetyl Chain	942	19.8	%	215	19.4	%	237	19.9	%	240	20.0	%	250	19.8	%	1,102	22.6	%	262	22.2	%	272	22.3	%	292	23.7	%	276	22.1	%
Other Activities(1)	(469)			(113)			(93)			(130)			(133)			(505)			(127)			(121)			(118)			(139)
Total	(705)	(6.9)	%	(1,408)	(59.4)	%	244	9.2	%	252	9.5	%	207	7.9	%	1,683	15.4	%	256	10.0	%	844	31.0	%	334	11.9	%	249	8.7	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials	178			33			46			49			50			87			45			12			20			10




Acetyl Chain	138			35			34			33			36			132			33			33			32			34
Other Activities(1)	48			4			16			13			15			34			28			1			6			(1)
Total	364			72			96			95			101			253			106			46			58			43
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials	8			8			—			—			—			(1)			(1)			—			—			—




Acetyl Chain	—			—			—			—			—			—			—			—			—			—
Other Activities(1)	(28)			(35)			3			2			2			(68)			(66)			(1)			(2)			1
Total	(20)			(27)			3			2			2			(69)			(67)			(1)			(2)			1






Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials	1,851			1,625			91			74			61			(324)			34			(476)			25			93




Acetyl Chain	22			3			5			4			10			24			5			5			8			6
Other Activities(1)	136			68			18			24			26			186			100			33			21			32
Total	2,009			1,696			114			102			97			(114)			139			(438)			54			131
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	859	15.3	%	156	12.2	%	237	16.0	%	265	18.1	%	201	14.6	%	848	13.8	%	199	14.2	%	229	15.0	%	205	12.9	%	215	13.2	%





Acetyl Chain	1,102	23.1	%	253	22.8	%	276	23.2	%	277	23.0	%	296	23.5	%	1,258	25.8	%	300	25.4	%	310	25.4	%	332	26.9	%	316	25.3	%
Other Activities(1)	(313)			(76)			(56)			(91)			(90)			(353)			(65)			(88)			(93)			(107)
Total	1,648	16.0	%	333	14.1	%	457	17.3	%	451	17.0	%	407	15.6	%	1,753	16.0	%	434	16.9	%	451	16.6	%	444	15.9	%	424	14.9	%

___________________________

(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).


Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)


	2024			Q4 '24			Q3 '24			Q2 '24			Q1 '24			2023			Q4 '23			Q3 '23			Q2 '23			Q1 '23
	(In $ millions, except percentages)




















Depreciation and Amortization Expense(1)
Engineered Materials	437			114			111			110			102			447			112			111			112			112




Acetyl Chain	244			63			63			61			57			217			54			55			54			54
Other Activities(2)	47			7			13			10			17			27			8			7			6			6
Total	728			184			187			181			176			691			174			173			172			172
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	1,296	23.1	%	270	21.1	%	348	23.5	%	375	25.6	%	303	22.0	%	1,295	21.1	%	311	22.1	%	340	22.3	%	317	20.0	%	327	20.1	%





Acetyl Chain	1,346	28.3	%	316	28.5	%	339	28.5	%	338	28.1	%	353	28.0	%	1,475	30.2	%	354	30.0	%	365	29.9	%	386	31.3	%	370	29.6	%
Other Activities(2)	(266)			(69)			(43)			(81)			(73)			(326)			(57)			(81)			(87)			(101)
Total	2,376	23.1	%	517	21.8	%	644	24.3	%	632	23.8	%	583	22.3	%	2,444	22.3	%	608	23.7	%	624	22.9	%	616	22.0	%	596	20.9	%

___________________________

(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).

Table 3

Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited


	2024		Q4 '24		Q3 '24		Q2 '24		Q1 '24		2023		Q4 '23		Q3 '23		Q2 '23		Q1 '23
		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	(1,514)	(13.86)	(1,909)	(17.45)	118	1.08	156	1.42	121	1.10	1,969	18.00	704	6.43	952	8.70	219	2.00	94	0.86
Income tax provision (benefit)	510		387		61		29		33		(790)		(575)		(236)		(4)		25
Earnings (loss) from continuing operations before tax	(1,004)		(1,522)		179		185		154		1,179		129		716		215		119
Certain Items attributable to Celanese Corporation (Table 8)	2,009		1,696		114		102		97		(114)		139		(438)		54		131
Refinancing and related expenses	—		—		—		—		—		7		—		7		—		—
Adjusted earnings (loss) from continuing operations before tax	1,005		174		293		287		251		1,072		268		285		269		250
Income tax (provision) benefit on adjusted earnings(1)	(90)		(15)		(26)		(26)		(23)		(96)		(23)		(11)		(32)		(30)
Adjusted earnings (loss) from continuing operations(2)	915	8.37	159	1.45	267	2.44	261	2.38	228	2.08	976	8.92	245	2.24	274	2.50	237	2.17	220	2.01
	Diluted shares (in millions)(3)
Weighted average shares outstanding	109.3		109.4		109.3		109.3		109.1		108.8		109.0		108.9		108.9		108.6
Incremental shares attributable to equity awards	—		—		0.2		0.2		0.4		0.6		0.5		0.5		0.4		0.6
Total diluted shares	109.3		109.4		109.5		109.5		109.5		109.4		109.5		109.4		109.3		109.2

______________________________

(1)Calculated using adjusted effective tax rates (Table 3a) as follows:


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23

Adjusted effective tax rate	9	9	9	9	9	9	9	4	12	12

(2)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 '24 & 2024	2.5	5.3
Q4 '23 & 2023	8.1	5.2

(3)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited


	Actual
	2024	2023
	(In percentages)
US GAAP annual effective tax rate	(51)	(67)
Discrete quarterly recognition of GAAP items(1)	1	2
Tax impact of other charges and adjustments(2)	98	(3)


Changes in valuation allowances, excluding impact of other charges and adjustments(3)	(40)	13
Other, includes effect of discrete current year transactions(4)	1	64	(5)
Adjusted tax rate	9	9

______________________________

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, as well as current year realization of U.S. GAAP benefits deferred in prior years.

(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.

Table 4

Net Sales by Segment - Unaudited


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Engineered Materials	5,607	1,281	1,481	1,467	1,378	6,149	1,406	1,528	1,585	1,630

Acetyl Chain	4,763	1,110	1,190	1,202	1,261	4,884	1,181	1,220	1,233	1,250





Intersegment eliminations(1)	(90)	(21)	(23)	(18)	(28)	(93)	(18)	(25)	(23)	(27)
Net sales	10,280	2,370	2,648	2,651	2,611	10,940	2,569	2,723	2,795	2,853

___________________________

(1)Includes intersegment sales primarily related to the Acetyl Chain.

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(10)	(3)	(1)	(14)

Acetyl Chain	(4)	(2)	(1)	(7)

Total Company	(7)	(2)	(1)	(10)

Three Months Ended September 30, 2024 Compared to Three Months Ended June 30, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	—	—	1	1

Acetyl Chain	—	(2)	1	(1)

Total Company	—	(1)	1	—

Three Months Ended June 30, 2024 Compared to Three Months Ended March 31, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	7	—	(1)	6

Acetyl Chain	(1)	(4)	—	(5)

Total Company	4	(2)	—	2

Three Months Ended March 31, 2024 Compared to Three Months Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	(1)	—	(2)

Acetyl Chain	5	1	1	7

Total Company	2	—	—	2

________________________

(1)Includes the effect of the formation of the Nutrinova joint venture.

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)	(1)

Acetyl Chain	—	(3)	—	(3)

Total Company	(3)	(3)	—	(6)

Three Months Ended September 30, 2023 Compared to Three Months Ended June 30, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	(3)	—	(4)

Acetyl Chain	3	(3)	(1)	(1)

Total Company	1	(3)	(1)	(3)

Three Months Ended June 30, 2023 Compared to Three Months Ended March 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	2	(5)	—	(3)

Acetyl Chain	2	(3)	—	(1)

Total Company	2	(4)	—	(2)

Three Months Ended March 31, 2023 Compared to Three Months Ended December 31, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	34	(4)	2	32

Acetyl Chain	10	(2)	2	10

Total Company	19	(4)	2	17

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(6)	(3)	—	(9)

Acetyl Chain	(2)	(4)	—	(6)

Total Company	(4)	(4)	—	(8)

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	(2)	—	(3)

Acetyl Chain	1	(3)	—	(2)

Total Company	—	(3)	—	(3)

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(2)	(4)	(1)	(7)

Acetyl Chain	4	(6)	(1)	(3)

Total Company	1	(5)	(1)	(5)

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(12)	(2)	(1)	(15)

Acetyl Chain	11	(10)	—	1

Total Company	(2)	(5)	(1)	(8)

Three Months Ended December 31, 2023 Compared to Three Months Ended December 31, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	21	(8)	1	14

Acetyl Chain	14	(11)	1	4

Total Company	18	(10)	1	9

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	75	(12)	1	64

Acetyl Chain	4	(18)	1	(13)

Total Company	33	(16)	1	18

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	75	(8)	—	67

Acetyl Chain	(2)	(19)	—	(21)

Total Company	27	(15)	—	12

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	80	2	(3)	79

Acetyl Chain	(9)	(13)	(2)	(24)

Total Company	23	(8)	(3)	12

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(5)	(3)	(1)	(9)

Acetyl Chain	4	(6)	—	(2)

Total Company	(1)	(4)	(1)	(6)

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	54	(1)	—	53

Acetyl Chain	2	(17)	—	(15)

Total Company	23	(10)	—	13

Table 5

Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited


	2024		Q4 '24		Q3 '24		Q2 '24		Q1 '24		2023		Q4 '23		Q3 '23		Q2 '23		Q1 '23
	(In $ millions, except percentages)
Net cash provided by (used in) investing activities	(470)		(128)		(100)		(91)		(151)		(134)		(168)		375		(163)		(178)
Net cash provided by (used in) financing activities	(1,313)		(189)		(376)		(489)		(259)		(1,456)		(240)		(700)		(447)		(69)

Net cash provided by (used in) operating activities	966		494		79		292		101		1,899		830		403		762		(96)
Capital expenditures on property, plant and equipment	(435)		(105)		(88)		(105)		(137)		(568)		(128)		(131)		(145)		(164)
Contributions from/(Distributions) to NCI	(33)		(8)		(7)		(14)		(4)		(11)		—		(4)		(6)		(1)
Free cash flow(1)	498		381		(16)		173		(40)		1,320		702		268		611		(261)

Net sales	10,280		2,370		2,648		2,651		2,611		10,940		2,569		2,723		2,795		2,853

Free cash flow as % of Net sales	4.8	%	16.1	%	(0.6)	%	6.5	%	(1.5)	%	12.1	%	27.3	%	9.8	%	21.9	%	(9.1)	%

______________________________

(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 contributions from or distributions to our NCI joint ventures.

Table 6

Cash Dividends Received - Unaudited


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Dividends from equity method investments	160	38	26	69	27	157	85	7	25	40
Dividends from equity investments without readily determinable fair values	128	33	30	31	34	126	31	30	31	34
Total	288	71	56	100	61	283	116	37	56	74

Table 7

Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited


	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,501	1,501	1,607	1,977	2,439	1,383	1,383	1,408	1,507	1,386
Long-term debt, net of unamortized deferred financing costs	11,078	11,078	11,324	11,058	11,018	12,301	12,301	12,291	12,889	13,396
Total debt	12,579	12,579	12,931	13,035	13,457	13,684	13,684	13,699	14,396	14,782
Cash and cash equivalents	(962)	(962)	(813)	(1,185)	(1,483)	(1,805)	(1,805)	(1,357)	(1,296)	(1,167)
Net debt	11,617	11,617	12,118	11,850	11,974	11,879	11,879	12,342	13,100	13,615

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:


	2024	Q4 '24		Q3 '24		Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23	Income Statement Classification
	(In $ millions)
Exit and shutdown costs	236	47		52		69	68	89	33	9	21	26	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	1,638	1,601	(1)	34	(2)	3	—	15	6	9	—	—	Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters	13	3		3		—	7	6	—	—	—	6	Cost of sales
Mergers, acquisitions and dispositions	80	12		17		26	25	195	27	46	23	99	Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	27	27		—		—	—	69	69	—	—	—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes	8	6		7		3	(8)	12	4	2	6	—	Cost of sales / SG&A / Other (charges) gains, net

(Gain) loss on disposition of businesses and assets	2	—		1		1	—	(510)	(3)	(508)	1	—	Gain (loss) on disposition of businesses and assets, net
Other	5	—		—		—	5	10	3	4	3	—	Cost of sales / SG&A
Certain Items attributable to Celanese Corporation	2,009	1,696		114		102	97	(114)	139	(438)	54	131

___________________________

(1)Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from the our interim goodwill and indefinite-lived intangible assets impairment tests.

(2)Related to impairment of certain tradenames, primarily Zytel®, in connection with our annual goodwill and indefinite-lived intangible asset impairment tests.

Table 9

Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited


			2024				2023
			(In $ millions, except percentages)				(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			(1,522)				1,960

Adjusted EBIT (Table 1)			1,648				1,753
Adjusted effective tax rate (Table 3a)			9	%			9	%
Adjusted EBIT tax effected			1,500				1,595

	2024	2023	Average		2023	2022	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	1,501	1,383	1,442		1,383	1,306	1,345
Long-term debt, net of unamortized deferred financing costs	11,078	12,301	11,690		12,301	13,373	12,837
Celanese Corporation shareholders' equity	5,175	7,091	6,133		7,091	5,637	6,364
Invested capital			19,265				20,546

Return on invested capital (adjusted)			7.8	%			7.8	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			(7.9)	%			9.5	%