株探米国株
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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): May 5, 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
5.000% Senior Notes due 2031 CE /31 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 7.01 Regulation FD Disclosure
On May 6, 2025, Scott A. Richardson, President, Chief Executive Officer and Director of Celanese Corporation (the "Company"), will make a presentation to investors and analysts via a webcast hosted by the Company at 9:00 a.m. ET (8:00 a.m. CT) regarding the Company's financial results for its first quarter 2025. The webcast, press release, prepared remarks from management and a slide presentation may be accessed on our website at investors.celanese.com under News & Events / Events Calendar. A copy of the prepared remarks and a copy of the slide presentation posted for the webcast are attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1(a) and Exhibit 99.1(b), respectively, and are incorporated herein solely for purposes of this Item 7.01 disclosure. During the webcast, management may make, and management's prepared remarks and the attached slide presentation contain, references to certain Non-US GAAP financial measures. Non-US GAAP financial measures appearing in management's prepared remarks are defined and reconciled to the most comparable US GAAP financial measure in our Non-US GAAP Financial Measures and Supplemental Information document furnished with this Current Report as Exhibit 99.2 (and available on our website) and incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
Exhibit
Number
 
Description
99.1(a)
99.1(b)
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 7.01, 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. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
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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/ ASHLEY B. DUFFIE
  Name:  Ashley B. Duffie
  Title:   Senior Vice President, General Counsel and Corporate Secretary
 
Date:
May 5, 2025
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EX-99.1A 2 q120258-kex991a.htm EX-99.1A Document

Exhibit 99.1(a)
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First Quarter 2025 Earnings Prepared Comments
Bill Cunningham, Celanese Corporation, Vice President, Investor Relations
This is the Celanese Corporation first quarter 2025 earnings prepared comments. The Celanese Corporation first quarter 2025 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a reminder, some of the matters discussed below may include forward-looking statements concerning, for example, our future objectives and plans. Please note the cautionary language contained at the end of these comments. Also, some of the matters discussed include references to non-GAAP financial measures. Explanations of these measures and reconciliations to the comparable GAAP measures are included on our investor relations website under Financial Information/Non-GAAP Financial Measures. The earnings release and non-GAAP information and the reconciliations are being furnished to the SEC in a Current Report on Form 8-K. These prepared comments are also being furnished to the SEC in a separate Current Report on Form 8-K.
On the earnings conference call tomorrow morning, management will be available to answer questions.
Scott Richardson, Celanese Corporation, President and Chief Executive Officer
Celanese continues to execute against our key priorities to create value for shareholders. This means increasing cash flow to accelerate deleveraging, intensifying cost improvements, and driving top line growth through our pipeline model in the Engineered Materials (EM) business and downstream optionality in the Acetyl Chain (AC). These strategic areas of focus have been the guiding force behind our actions in the first quarter and will continue moving forward.
Today, we reported first quarter 2025 adjusted earnings per share of $0.57 (inclusive of approximately $0.37 per share total Celanese transaction amortization1). Our results underscore the momentum we are gaining through the execution of the strategic actions we have initiated, especially considering the increasingly dynamic global economic setting. Overall, our quarterly results were driven by favorable product mix and productivity gains in EM and lower expenses in Other Activities, which were partially offset by slightly higher costs and greater than anticipated delays in order timing in AC.
1 Calculated as intangible amortization from transactions divided by diluted weighted average shares outstanding.

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Our first quarter free cash flow was a $73 million use of cash, an improvement relative to our first quarter expectation of an approximate $300 million use of cash, reflecting our priority on cash generation. As a reminder, our first quarter typically results in a use of cash mainly due to seasonality, which was also the case in both 2023 and 2024. Our first quarter results were driven by our focus on working capital, including initial progress against our inventory reduction goals in EM.
In the first quarter, end-markets across both businesses developed largely as anticipated, impacted by continued sluggish global demand and persistent weakness in key end-markets like paints, coatings, and construction. In the automotive sector, Western Hemisphere destocking in the value chain largely reached a more stabilized level by late March, helping to improve our sales into the automotive sector and contributed to the overall mix improvement for the quarter. We did not see any direct impact from tariffs on our first quarter results.
As tariff-driven uncertainty rises across the global demand landscape, our focus remains on driving self-help measures that advance our strategic priorities. We took the following steps in the quarter, among others, to improve earnings and increase cash flow to deleverage the balance sheet:
•Completed a series of transactions, including registered offerings of approximately $2.6 billion aggregate principal of notes, that improved our near-term maturity profile, lowered the blended borrowing rate, and enhanced our flexibility. Importantly, these transactions allow us to focus on generating free cash flow and proceeds from intended divestitures to address the maturities due through 2027.
•Increased the cost reduction targets we expect to realize in 2025 to approximately $120 million. Last quarter, we announced our expectation to deliver $80 million in 2025 cost reductions, primarily in selling, general, and administrative (SG&A) productivity. In addition, $40 million in other cost savings opportunities have been identified, evenly split between EM and AC. The additional EM cost reductions focus on streamlining areas such as the logistics and distribution network, reduced discretionary spending, and further SG&A optimization. Within AC, the additional cost reductions focus on plant and distribution productivity.
•Announced our intention to pursue a complete divestiture of the Micromax® business, a global manufacturer of electronic pastes and ceramic tapes that is currently within the EM portfolio. The business provides solutions across several end-markets, including radar communications, health and specialty technologies, automotive, and circuit board components.

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With these actions in motion, the fundamental strength of our core business models, and our ability to generate cash, we are confident we can navigate the confluence of an uncertain demand environment that has been further challenged by the evolving announcements around global trade. Since 2020, Celanese has averaged approximately $1 billion in free cash flow each year and that includes delivering $950 million during the 2020 pandemic year. We have a long history of strong free cash flow generation, even in difficult circumstances, and I am confident that will continue this year and beyond.
Now, let me turn to the performance specifics of our businesses.
Engineered Materials delivered first quarter adjusted EBIT of $126 million and operating EBITDA of $235 million at margins of 10 percent and 18 percent, respectively. The quarterly results were driven by several factors. Typical first quarter seasonal impacts of sales into the medical implants end-market were less than anticipated, and overall regional mix was favorable across several product lines. The benefits from our cost reduction programs began to gain traction and contributed to lower costs, and there was a modest contribution from the price increases that were implemented in the quarter.
Sequential net sales increased by 1 percent, which constituted increases of 1 percent in both volume and price with a small currency offset. Our key end-markets developed through the quarter in line with our expectations, and the demand environment was largely similar to the fourth quarter, with stabilizing but not yet normalized demand patterns. The significant automotive destocking in the Western Hemisphere that began in the second half of 2024 continued through the first two months of the quarter, largely reaching more stabilized levels in March, although below levels in the first half of 2024. While sequential auto builds were down 10 percent, with the reduction most pronounced in Asia, EM's worldwide automotive segment sales volumes were up by 5 percent during the same period.
We previously described the opportunity to unlock value in EM through simplifying and streamlining the business, targeting annualized savings of $50 to $100 million through these efforts. During the first quarter, we created and implemented detailed plans to begin realizing $20 million of those improvements in 2025. These cost reduction programs consist of the following workstreams:
•Further SG&A productivity: As the post-integration processes and systems become more embedded, we have additional opportunities to reduce redundant activities within the business. These SG&A reductions are expected to contribute $30 to $35 million on an annualized basis, and we are targeting to deliver approximately $10 million in 2025.
•Outside service spend: The changing global dynamics and persistent demand challenges have created opportunities to drive additional productivity programs. These programs are expected to contribute approximately $5 million on an annualized basis, and we are targeting full realization of those improvements in 2025.

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•Network optimization: The meaningful manufacturing footprint reductions that we accomplished over the past 18 months created opportunities to further streamline our logistics and distribution network, including areas like warehouse consolidation and transportation optimization. These steps are estimated to contribute approximately $10 million to the annualized savings, and our targeted delivery for 2025 is approximately $5 million.
There remains more that we can do. We will continue to assess opportunities across all aspects of our business to drive new actions, and we expect to achieve annualized savings of $50 to $100 million in the future.
An important area of focus for EM is addressing the margin compression in nylon 6,6, where there is increased competitive dynamics in certain grades and applications. From 2021 to 2024, adjusted gross profit2 for EM has declined by approximately $350 million and nearly 75 percent of that erosion has been in nylon 6,6. By increasing our make vs. buy optionality through manufacturing footprint optimizations, our more contemporary nylon business model has tempered that erosion. Additionally, we are taking further dedicated actions to improve the earnings contribution to EM. We have initiated multiple manufacturing and raw material productivity programs that focus on nylon 6,6, and similar to our actions in the first quarter, we will continue to drive value pricing actions where possible. Having operated through numerous cycles of supply and demand imbalance, it has been our experience that producers at the high end of the cost curve cannot operate for prolonged periods. We are taking actions to position our EM business for success through these cycles.
The most critical driver of earnings expansion for EM is the continual evolution of the EM pipeline model, with an emphasis on improving connectivity to global growth sectors like electric vehicles, servers, medical applications, and athletic wear. We are redeploying resources more efficiently and effectively to those pockets of higher growth. The upgraded EM pipeline model includes acceleration of High Impact Programs (HIPs), or projects that are focused on high performance, demanding applications requiring differentiated, higher margin products. Projects like these highlight our ability to take complexity away
2 Adjusted gross profit of the company for the year ended December 31, 2021 (a) is calculated using actual results plus the results of the historical Mobility and Materials business as reclassified for the year ended December 31, 2021 (the "Mobility & Materials Pro Forma Financials") as filed by the company on its current report on form 8-K/A on November 21, 2022; and (b) adjusts from the Mobility and Materials Pro Forma Financials only the Acquisition Accounting Adjustments thereon and includes no other adjustments, because the company did not own the Mobility and Materials business during the year ended December 31, 2021 and therefore cannot determine the amount of any adjustments that could have been eligible under the company's adjustment criteria and process, and it is possible such amount, if any, could cause the amount of adjusted gross profit of the company for the year ended December 31, 2021 to differ materially from what is presented.

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from the customer and be a full solutions provider. Some examples include automotive suspension systems, injector pens, and performance apparel, and the average value of a project associated with an HIP is 20 percent greater than our base business programs. Continued expansion of these programs is a critical driver of the EM growth strategy.
Before we turn to the second quarter, let me address the potential impact of tariffs within Engineered Materials. We have localized production for many of our polymer families and are leveraging our capabilities to flex production and procurement to mitigate tariff and other trade related impacts. Imported finished goods from China into the U.S. are minimal, and we have limited finished goods that are solely sourced from the U.S. We are able to take advantage of our global production and warehouse capabilities to support inventory in close proximity of our customers. Due to these efforts, we do not anticipate any meaningful direct earnings impacts from tariffs in the second quarter, assuming no significant downturn in demand. Through 2025, we plan to continue to flex our global footprint, utilize alternate sourcing, and selectively pass through pricing in order to mitigate tariff impacts. Given these steps, we would anticipate a mitigated direct tariff impact in the second half of 2025 of approximately $15 million per quarter.
In the second quarter to date, we have seen continued stabilization of the European automotive sector, although at lower absolute volume levels than the first half of last year. We expect modest volume increases in Asia across automotive, electronics, and industrial, as well as benefits of the first quarter completion of the POM turnaround. Considering these factors, we anticipate EM second quarter adjusted EBIT of $170 to $190 million and EM second quarter operating EBITDA of $275 to $295 million.
The Acetyl Chain (AC) delivered first quarter adjusted EBIT of $168 million and operating EBITDA of $229 million, at margins of 15 and 21 percent, respectively. The largest sequential headwind to the quarter was the delay of a dividend payment in the acetate tow product line from the first quarter to the second quarter due to a change in Chinese law and had the expected sequential impact to adjusted EBIT of $33 million. Similarly, the impact of Western Hemisphere customer contract resets was in line with expectations. The anticipated delays in the timing of acetate tow orders due to first quarter customer inventory rebalancing were $10 million larger than expected. Finally, raw materials and natural gas were slightly unfavorable to expectations and caused a $5 million headwind to adjusted EBIT.
Net sales in the quarter increased sequentially by 1 percent, comprised of a 3 percent increase in volume offset by a 1 percent decline in price and slightly unfavorable currency. The demand environment for the quarter was similar to the fourth quarter, and reflected persistent global demand weakness. Despite the volume headwind associated with the timing of acetate tow orders, AC drove sequential volume and variable margin increases in the first quarter across most other product lines. This sequential volume increase is an indication of the optionality that AC consistently exercises to identify and capture pockets of available demand.

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The additional acetic acid capacities that have been commissioned and are in operation in 2025 had limited further impact in the quarter, as the region has largely been operating at or near the cost curve for an extended period of time and pricing indices were slightly down through the quarter. Demand in Asia continues to exhibit modest but steady growth, although still at rates inadequate to absorb the new capacity.
AC continues to take action to drive consistency of earnings, including announcing a price increase in the vinyls chain in the Western Hemisphere in late March. Vinyl acetate monomer (VAM) pricing indices firmed slightly through the quarter, and we anticipate continued favorable supply / demand balance due to announcements that a number of Western Hemisphere operating units in the industry are planned to be off-line for part or all of the second quarter. Additionally, AC is driving additional cost reduction programs to improve earnings in 2025 with an emphasis on plant and distribution productivity projects. We expect to achieve approximately $20 million of cost improvement in 2025 and anticipate realization to begin in the third quarter.
Regarding tariffs, the hallmark of the Acetyl Chain is the optionality to pivot sales towards available demand either upstream or downstream across geographies and the flexibility of our global manufacturing network supported by local production capabilities. We will continue to leverage that optionality and flexibility to mitigate potential tariffs across manufacturing and sourcing. The majority of finished goods exports in AC are for Europe, and flows between the U.S., Canada and Mexico are expected to have minimal impact due to the continued standing of the United States - Mexico - Canada agreement (USMCA). Within AC, the U.S. and China are nearly completely decoupled, with both U.S. imports from China and U.S. exports to China being less than 1 percent of sales for AC. Overall, we anticipate no meaningful direct tariff impact to AC in the second quarter or in the second half of 2025 if the current tariff situation were to remain unchanged.
In looking forward to the second quarter, we anticipate an approximate $40 million sequential tailwind from the resumption of the acetate tow dividend. Additionally, we expect a return to normalized order patterns for acetate tow, providing a sequential lift of approximately $10 to $15 million. We anticipate approximately $15 to $20 million of sequential uplift in the vinyls chain, based on our recently announced Western Hemisphere price increase and available volume opportunities. The second quarter represents the largest level of turnaround activity for AC throughout the year, mainly due to supplier and site partner driven activities, and we expect this to result in headwinds of approximately $15 to $20 million. Given these factors, we anticipate second quarter adjusted EBIT to be $210 to $230 million, and second quarter operating EBITDA to be $270 to $290 million.

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The AC team continues to leverage the Acetyl Chain's optionality and ability to flex the global network to mitigate tariff impacts and to take full advantage of opportunities to capture incremental value.

Chuck Kyrish, Celanese Corporation, Senior Vice President and Chief Financial Officer
I would like to start by thanking our teams for successfully planning and executing a series of transactions in the first quarter to extend our debt maturity profile and lower our effective net borrowing rate.
By proactively executing these refinancing transactions, including offerings of approximately $2.6 billion aggregate principal of notes, we have reduced the combined value of our 2025 and 2026 debt maturities from $2.8 billion to $1.1 billion. We maintained prepayment flexibility in our capital structure with the transactions, supporting continued deleveraging.
As we execute our deleveraging plan, we will continue to evaluate options to prudently optimize our blended borrowing costs across all our debt globally. In the first quarter we entered into a cross-currency swap to effectively convert $400 million of U.S. dollar-denominated notes into Japanese yen-denominated borrowings at prevailing yen interest rates. This swap is consistent with our principle of aligning the currency of our global debt mix to the currency of our earnings. Implementation of this swap will enable us to capture interest rate savings due to the difference in the U.S. and Japanese benchmark rates, which is currently around 3 percent and would drive an approximate $12 million annual reduction in our costs of borrowing3.
Through the refinancing transactions and yen currency swap, we have improved our effective blended borrowing rate by approximately 9 basis points, after including the effects of the coupon step ups in certain bonds which occurred due to the recent actions by the rating agencies. Considering all these actions, we anticipate net interest expense to be approximately $165 million in the second quarter and approximately $660 million in 2025.
These initiatives demonstrate our commitment to proactively managing our maturities, reducing financing costs, and positioning our capital structure to support aggressive deleveraging of our balance sheet. We will continue to be opportunistic and prudent with refinancing opportunities. We remain focused on cash
3 Benefits of cross currency swaps are recognized in Other Activities

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generation, and are targeting addressing our maturities through 2027 by deploying proceeds from cash flow and potential divestitures.
Let me now address the impact of Other Activities on the first quarter earnings. We reported a net expense of $60 million in adjusted EBIT and $50 million in operating EBITDA, which was favorable versus our guidance by approximately $10 million, primarily due to one-time non-cash foreign exchange gains. For the second quarter we anticipate net expense of approximately $65 to $70 million in adjusted EBIT and $55 to $60 million in operating EBITDA. This expected quarterly net expense is approximately 14 percent lower versus our 2024 quarterly average on an adjusted EBIT basis and largely reflects savings driven by ongoing cost improvement actions4 executed by our teams, as Scott discussed earlier.
Lastly, related to earnings, the effective U.S. GAAP income tax rate was (300) percent for the first quarter resulting from a tax expense combined with a GAAP loss in continuing operations compared with a tax expense of 21 percent for the same quarter in 2024. The effective income tax rate for the first quarter was lower compared to the same period in 2024, primarily due to increases in valuation allowance on U.S. foreign tax credit carryforwards and decreased earnings in the current year. The effective tax rate for adjusted earnings was 9 percent for the first quarter and we anticipate this rate for 2025 based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.
Turning to cash flow, in the first quarter we reported a $73 million use of cash, which was favorable versus our expectations of an approximately $300 million use of cash, mainly driven by certain working capital timing factors, including early progress against our inventory reduction initiative in EM. Additionally, the cash costs related to our cost reduction initiatives, including severance payments, was lower than originally anticipated due to timing of payments in the quarter.
As we look towards the remainder of the year, we expect a similar cadence of free cash flow in 2025 as we have seen the last few years, with stronger free cash flow in the second half of the year. I want to provide additional context as it relates to our year-over-year free cash flow generation.
•On a year over year basis, we anticipate working capital to be an improvement in free cash flow of approximately $230 to $280 million. While working capital was a use of cash of $131 million in 2024, we are targeting working capital to be a source of cash of approximately $100 to $150 million in 2025. We remain committed to optimizing our operations and reducing inventory based on demand signals to unlock cash flow from our working capital profile and achieve our cash generation targets for 2025.
4 Benefits of cross currency swaps are recognized in Other Activities

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•We have planned to reduce our capital expenditures by approximately $85 to $135 million on a year over year basis, by reassessing the timing of certain growth projects in relation to our available global production capabilities and demand. We continue to prioritize safety, maintenance, regulatory and productivity projects, positioning us to have full ability to scale when demand conditions improve.
•Cash taxes paid in 2025 are anticipated to be lower by approximately $150 to $180 million compared to 2024 due to integration efforts and non-recurring items in 2024.
•With incremental self-help actions, the year over year cash outlay related to our multiple cost reduction initiatives is expected to be higher in 2025 by approximately $25 million but will benefit cash generation in the future.
•Net cash interest paid in 2025 is expected to be approximately $660 million, largely consistent with 2024.
With these initiatives, as well as actions we are taking to drive near term earnings improvement, we expect to drive free cash flow growth in 2025 compared to last year. Our structurally unique business models, with highly diversified end markets and operational agility, provide us with flexibility to navigate diverse demand conditions, reduce costs and support the resiliency of our cash generation capabilities. Consequently, despite a highly uncertain macroeconomic landscape, we are targeting $700 to $800 million of free cash flow generation in 2025 assuming no meaningful downturn in demand.
Shifting focus to divestitures, as Scott previously discussed, we have announced the intention to pursue a complete divestiture of the Micromax® business. We continue to actively pursue multiple divestiture opportunities of various sizes to advance deleveraging and are targeting approximately $1.0 billion in divestitures over the next 2.5 years.
We remain confident in the sustainable cash generation capabilities of Celanese and are committed to executing actions to aggressively pay down debt, deleverage our balance sheet, and accelerate the return of capital to our shareholders.

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Scott Richardson, Celanese Corporation, President and Chief Executive Officer
In looking ahead, by flexing our global manufacturing footprint and utilizing our ability to keep inventory in close proximity to our customers, we expect to mitigate all direct exposure to tariffs in the second quarter. That said, the effects of a potential demand downturn are unknown, and with the addition of tariff uncertainty to an already weak macroeconomic environment, it is likely that tepid demand conditions will continue through the second quarter.
We expect modest volume recovery in EM as European automotive destocking has wound down late in the first quarter, as well as normalization of ordering patterns in acetate tow. Additionally, we anticipate some incremental earnings improvement from the price actions we have taken across EM and in the vinlys chain. We will continue to drive cost reduction and productivity initiatives. Given this, we anticipate second quarter adjusted earnings to be $1.30 to $1.50 per share.
As for the second half of 2025, we will continue to flex our global manufacturing footprint and purchasing operations, and take selective pricing actions, to mitigate potential tariff impacts. Considering these actions, we believe we can support approximately 92 percent of our U.S. sales from production in North America, and more than 95 percent of our sales in China from production outside of the U.S. However, there is not enough clarity around the demand environment to provide an earnings outlook for the second half of the year. Even so, we believe that our results in the second half of 2025 will be an improvement over the first half, when considering the concentration of turnarounds in the first half of the year, the timing of affiliate dividend payments, and the results of the ongoing and planned actions that will be implemented as the year progresses.
During times like these, it is critical that we are capitalizing on our company's proven ability to generate cash. Last year we achieved approximately $500 million of free cash flow, despite having nearly $450 to $500 million of non-repeating, one-time headwinds. I am confident we will be able to exceed this level of free cash flow performance again in 2025. Due to the current macro-driven earnings uncertainty, we are prioritizing cash generation this year and targeting to deliver $700 to $800 million of free cash flow in 2025, assuming no further meaningful downturn in demand. Our consistency in cash generation has led to attractive free cash flow yields, especially this year given the current market environment.
In conclusion, we continue to execute against our near-term action plans, leveraging the unique competitive advantages of our two business models to continue to improve our earnings, generate cash to accelerate deleveraging, in order to return Celanese to the upper tier of shareholder value creation.

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Forward-Looking Statements

These prepared comments 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, planned cost reductions, 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 these comments. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; 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.

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.

Non-GAAP Financial Measures
These prepared comments, and statements made in connection with these prepared comments, refer to non-GAAP financial measures. For more information on the non-GAAP financial measures used by the Company, including the most directly comparable GAAP financial measure for each non-GAAP financial measure used, including definitions and reconciliations of the differences between such non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Financial Document Library.





11
EX-99.1B 3 q120258-kex991b.htm EX-99.1B q120258-kex991b
Q1 Investor Presentation May 2025


 
Celanese Corporation Disclosures Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning Celanese Corporation’s (the “Company”) plans objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, 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: the ability to successfully achieve planned cost reductions; 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. 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. Historical results should not be taken as an indication of the results of operations to be reported for any future period. Pro forma financial information herein is preliminary and subject to change. Presentation This document presents the Company’s two business segments, Engineered Materials and Acetyl Chain. Non-GAAP Financial Measures This presentation, and statements made in connection with this presentation, may refer to non-GAAP financial measures. For more information on the non-GAAP financial measures used by the Company, including the most directly comparable GAAP financial measure for each non-GAAP financial measures used, including definitions and reconciliations of the differences between such non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. 2


 
Discussion Topics 3 Company Overview 2025 Actions Celanese Value Drivers


 
Celanese Company Snapshot 4 * 2. Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. . . . A global chemical and specialty materials company that develops and manufactures a broad set of products essential to everyday living ~$10.3B 2024 Net Sales ~$ 2.4B 2024 Operating EBITDA ~11,800 Global Employees Dallas Global Headquarters 1 2 1. Approximate global headcount as of 3/31/2025


 
$4.07 $4.50 $5.67 $6.02 $6.61 $7.51 $11.00 $9.53 $7.64 $18.12 $15.88 $8.92 $8.37 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1.3 1.4 1.6 1.5 1.6 1.7 2.2 1.8 1.5 2.8 2.6 2.4 2.4 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Committed to taking bold action to reestablish industry leadership and growth track record Operating EBITDA ($B) Adjusted EPS 5* Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. * * + 7% CAGR + 13% CAGR We are committed to: → Reestablishing consistent earnings growth → Driving performance improvement and enhanced productivity → Returning Celanese to the upper tier of shareholder value creation


 
Q1 2025 Results and Q2 Outlook Q1 2025 Results 6 Q1 adjusted EPS* $0.57 vs. guidance of $0.25 – $0.50 Q1 Free Cash Flow* of ($73M) vs. guidance of ($300M) Q1 2025 Highlights * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. Better than expected mix vs. guide due to slightly better demand in Western Hemisphere EM Signature wins in several High Impact Program opportunities in EM Improved working capital performance vs. guide Q2 2025 Outlook Q2 adjusted EPS* guidance $1.30 - $1.50 per share Q2 2025 Drivers Stronger Q2 earnings expected to be driven by → Cost savings measures → Operational improvements → JV dividend timing → Modest volume improvement, especially as automotive sector destocking normalizes


 
Advancing strategic priorities to realize Celanese’s potential in the near-term with a focus on self-help actions 7 INCREASE CASH FLOW to deleverage the balance sheet DRIVE TOP-LINE GROWTH through supercharging the pipeline & industry opportunities INTENSIFY COST IMPROVEMENTS by maximizing productivity everyday


 
2025 initiatives are building on actions that have been taken 8 Pr ev io us A ct io ns Ac tio ns U nd er w ay Completed refinancing of certain debt maturities Actively pursue divestiture opportunities to advance deleveraging Reduce inventory in Engineered Materials (EM) by over $100M $80 million in 2025 SG&A cost reductions actioned Deliver additional $40 million of cost improvement in 2025 ✓ EM cost reductions ~$20M ✓ AC cost reductions ~$20M INCREASE CASH FLOW INTENSIFY COST IMPROVEMENT DRIVE TOP LINE GROWTH Utilize global capabilities to win in growing sectors and geographies Focus on demanding, high margin projects Fully utilize optionality across the Acetyl Chain 11,792 03/31/2025 * For more details on these previously communicated actions, see the presentation released with Q4 earnings on February 19 entitled “Q4 CE Key 2025 Actions” on the CE website F


 
Our Commitment to Deleveraging 9 “One of the greatest value drivers for Celanese shareholders at this time comes from aggressively and prudently deleveraging our balance sheet” Scott Richardson CEO and President Actively pursuing additional divestiture opportunities to advance deleveraging – targeting ~$1B in next 2.5 years Reduced the common stock dividend by approximately 95% Reduced capital expenditures while maintaining ability to scale Repositioned excess cash balances to retire debt Executed aggressive cost reduction actions to support EBITDA growth


 
$498 2024 2025F Key actions expected to deliver higher YoY Free Cash Flow* FY 2025 Estimated Free Cash Flow* ($M) 10 Celanese is targeting Free Cash Flow* of $700M to $800M in 2025 $ 800M $ 700M~40% - ~60 % FY2025 vs FY2024 Free Cash Flow* Generation → Working Capital improvements of + $230M to $280M → Capital expenditures reduced by $85M to $135M → Cash Taxes lower by $150M to $180M → Key actions improve earnings and free cash flow Aggressively Working Actions to Maximize Free Cash Flow* for Deleveraging $700 to $800 Assuming minimal further demand impact from tariffs * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures.


 
8% 7% 14% 2023 2024 2025 CE Peers $950 $1,263 $1,263 $1,320 $498 2020 2021 2022 2023 2024 2025F $700 to $800 Demonstrated strength in Free Cash Flow generation Free Cash Flow1 2020A – 2025F ($M) 11 Free Cash Flow Yield2 Comparison Free Cash Flow1 yield highlights the strength of our operating models and attractive current valuation History of strong free cash flow generation … … and attractive free cash flow yield Estimate for CE Only 2 Factset data; 2023 based on FY2023 FCF and Market Cap as of 12/31/2023; 2024 based on FY2024 FCF and market cap as of 12/31/2024. CE 2025 assumes $700M FCF and market cap as of 05/02/2025 1 Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. 2025F


 
The refinancing transaction completed in March 2025 improved the maturity profile $2,860 M Refinancing Transactions $2,610 M bond issuance $250 M net draw on 364-day delayed draw term loan 3.8 ⟩ 4.8 years AVG. DEBT MATURITY1 Transaction Impact $400 M Cross Currency Swap $400 M JPY / USD swap 5.13 ⟩ 5.04 % TOTAL BLENDED BORROWING RATE1 $2.8 ⟩ $1.1 billion 2025 & 2026 DEBT MATURITIES2 0 ⟩ 23 % PERCENTAGE of NOTES WITH CALL FEATURE1 Maintain flexibility via prepayable debt 1 Calculations based on (1) initial debt balances as of December 31, 2024, (2) absent the refinancing transactions, assumed refinancing of 2025 debt maturities utilizing the $1.0 billion 364-day delayed draw term loan and revolving credit facility, (3) inclusion of annualized coupon step-ups based on current credit ratings, (4) inclusion of the impact of all cross currency swaps, (5) 4.3% SOFR, and (6) EUR/USD exchange rate of 1.0389 on December 31, 2024. 2 As of December 31, 2024. Continually optimize blended borrowing cost across all debt Maintain ample liquidity Excess cash + $1.75 B revolver (currently undrawn) Opportunistic and prudent refinancing Refinancing Principles 12


 
Maturities are aligned with cash flow generation capabilities Debt Maturity Profile: Pre-Refinancing and Post-Refinancing 13 Addressing near term maturities creates future flexibility and improves EPS 2025 2026 2027 2028 2029 2030 2031 2032 2033 Pre1 Post Targeting to address maturities through 2027 with free cash flow and divestiture proceeds Every $1 billion debt paydown from free cash flow is worth ~$0.50 of EPS Cash Generation Drivers → Self-help actions increase earnings and free cash flow → Working capital reduction enhances free cash flow → Expected divestiture proceeds over the next 2.5 years to drive deleveraging 1 As of December 31, 2024.


 
$80 million in SG&A cost reductions actioned in January and expected to be realized in 2025 $40 million of additional cost savings opportunities identified during Q1 with targeted realization in 2025 Focus areas for EM include SG&A, distribution and logistics optimization, and reductions in discretionary spend – target of ~$20 million Focus areas for AC include manufacturing and distribution productivity – target of ~$20 million On-going assessment of additional opportunities 13,263 12,410 12,163 11,792 12/31/2022 12/31/2023 12/31/2024 3/31/2025 2025 Priorities Cost reduction actions expected to deliver ~$120M savings in 2025 Implemented and Planned Workforce Reductions 2025 Key Actions 14 11% SG&A as % of sales in EM reduced ~85 bps YoY $80 $20 $20 SG&A productivity previously announced Earnings Improvement Actions for 2025 ($M) ~$120M earnings improvement through cost reductions EM complexity reduction AC cost reduction


 
Driving dedicated actions to address nylon 6,6 margin compression EM Adjusted Gross Profit* 2024 v 2021 15 Focused actions to position nylon for success through cycles of supply / demand imbalances Nylon Earnings Expansion Drivers → Manufacturing and raw materials productivity programs → Pipeline dedicated to differentiated grades for High Impact Programs → Value pricing actions where possible → Right-sizing SG&A 2021 EM Adjusted Gross Profit* 2024 EM Adjusted Gross Profit* ~$350 M Decline Between 2021 and 2024 EM adjusted gross profit* fell by approximately $350M Adjusted gross profit* decline in nylon 6,6 accounted for nearly three quarters of that total 74% 26% * Adjusted Gross Profit of the Company for the year ended December 31, 2021 (a) is calculated using actual results plus the results of the historical Mobility and Materials business as reclassified for the year ended December 31, 2021 (the "Mobility & Materials Pro Forma Financials") as filed by the Company on its current report on form 8-K/A on November 21, 2022; and (b) adjusts from the Mobility and Materials Pro Forma Financials only the Acquisition Accounting Adjustments thereon and includes no other adjustments, because the Company did not own the Mobility and Materials business during the year ended December 31, 2021 and therefore cannot determine the amount of any adjustments that could have been eligible under the Company's adjustment criteria and process, and it is possible such amount, if any, could cause the amount of the Adjusted Gross Profit of the Company for the year ended December 31, 2021 to differ materially from what is presented. Nylon 6,6 Rest of EM


 
Quality Programs EM growth is amplified by High Impact Programs Focus on High Impact Programs (HIP): high performance, demanding projects that drive higher margin Align resources with priorities and leverage pipeline capabilities to accelerate speed to commercialization Achieve growth potential through HIP programs in areas like Electric Vehicles, Electrical & Electrical, Medical, Technical Fibers, and Sports & Leisure Accelerate opportunities in automotive consistent with regional dynamics and fleet mix shift 2025 Key Actions 16 Examples of High Impact Programs Auto Suspension Systems Injector Pen Performance Apparel BASE PROGRAMS HIGH IMPACT PROGRAMS Average Value per Project - 2025 +20 % High Impact Programs have higher value than base business programs


 
Manufacturing network flexibility with localized production support tariff mitigation options Vast Majority of Sales, Production, and Purchasing In Region 17 Multiple Mitigation Options Finished Goods • ~92 % of U.S. sales* produced in North America • < 1% of US sales are sourced from China • CAN and MX production insulated via USMCA exemption Operations → Flexing unique product and global footprint to mitigate risk → Alternative sourcing available and qualified for most raw materials → Leveraging extensive toller / 3rd party relationships → Switching to non-US supply sources in China and non- China sources in US Commercial → Pre-positioned inventory provides coverage through Q2 → Potential for additional sales volume in regions where CE has tariff advantage → Selective pricing pass through • ~91 % of China sales* produced in China or other non-US countries and >95% after mitigation Tariff Assumptions • 145% on US Imports from China • 10% on US imports from ROW • 125% on China imports from U.S. U.S. 2024 Sales: ~$2.7B China 2024 Sales: ~$2.0B * Based on projected 2025 sales Expected mitigated direct tariff impact of ~$15M per quarter in 2H25 Secondary demand impacts uncertain


 
Why Celanese? Compelling Drivers of Value Creation 18 ATTRACTIVE END MARKETS regional presence with diverse end- markets and customers LONG-TERM GROWTH driven by innovation and aligned with megatrends LEADING MARKET POSITION with structurally unique business models


 
Acetyl Chain: highly diverse mix across product, end-market, and geographies 19 • Food additives • Thickening agents • Crop protection • Dust control • Paints & coatings • Cement additives • Waterproofing • External insulation • Medicine production • Disinfection & sterilization • Cosmetics Hygiene • Safety glass • Inks & solvents • Solar PV1 cells • Glassfiber • Adhesives • Coatings • Food packaging • Surface protection Note: 1 Photovoltaic Food & Agriculture Building & Construction Medical & Pharmaceutical Automotive & Industrials Packaging & Paper Acetyls chemistry supports everyday life Enables business resiliency across market cycles


 
Competitor 1 Competitor 2 Competitor 3 Competitor 4 Competitor 5 Competitor 6 CO2 Methanol Acetic Acid Acetate Tow VAM Emulsions Powders 3 Global Acetyls leader with an integrated value chain 20 Peer data from public company filings; 1 EMEA – Europe, Middle East and Africa; 2 Captive only Significant Advantages with Chain Optionality → Leverage integrated product chain to pivot to available demand globally → Flex manufacturing network to optimize cost profile → Minimize costs by leveraging feedstock and raw material optionality Leverage unique integrated global product chain and advantaged cost position to predict and adapt to global dynamics and trends Carbon Monoxide Acetic Acid VAM Emulsions Powders Methanol Anhydride & Esters 1 2 4 5 6 1 Flexible Entry into Market Americas EMEA1 Asia Acetate Tow* 1 1 2 3 4 5 6 Integrated Product Chain Geographic footprint * CE is basic in flake (Tow precursor) in U.S. and China


 
EM offers an industry leading portfolio of polymer solutions Preeminent engineered materials business, agnostic solution provider; long-term profitable growth 21 LCP PPS PPA PCT LCPA PA 66 PA 6 PET PBT POM LFRT UHMWPE PP EVA AEM TPC TPV SBC CA Vectra® | Zenite® Fortron® Frianyl® XT | Celanyl® XT | Zytel® Thermx® Zytel® Frianyl® | Celanyl® | Zytel® Frianyl® | Celanyl® | Zytel® Impet® | Rynite® | Mylar® | Melinex® Celanex® | Vandar® | Crastin® Hostaform® | Celcon® | Amcel® Celstran® GUR® Polifor® | Talcoprene® | Tecnoprene® Ateva® | VitalDose® Vamac® Hytrel® Santoprene® Laprene® | Sofprene® Clarifoil® Broad Polymer Portfolio 25-30 Universe of Engineered Polymers ~19 Celanese Engineered Materials Peer 1 Peer 2 Peer 3 ~50% of CE BREADTH Peer 4 Peer 5 Peer 6 ~25% of CE BREADTH Peer 7 Peer 8 H ig h P e rf o rm a n c e P o ly m e rs E n g in e e ri n g P o ly m e rs E la s to m e rs B io p o ly m e rs


 
Engineered Materials well positioned for growth 22 Dedicated Program Teams Forward Looking Objectives Aligned Technology & Product Roadmaps Voice-of-Customer Driven Approach High Impact Programs and technology innovation are aligned with megatrends • Battery and Thermal • E-motors and Power Electronics • Lightweighting , NVH & safety • Medical devices and equipment • Drug Delivery • Implants • Connectivity • Power Generation & Storage • Electrical Distribution • Athletic footwear • NEOLAST fibers for apparel Automotive Medical Electrification Footwear & Apparel


 
Dallas, TX, USA (HQ) Shanghai, China (HQ) Meyrin, Switzerland (HQ) Highly diversified end-markets supported by extensive global reach 23 Ability to support global onshoring trends Proximity to customers supported by localized production Diversified supplier base with localized supply chains for key raw materials Other Construction By end market Automotive Filtration Paints & Coatings AdhesivesConsumer Electrical & Electronics Industrial Distribution and other Paper & Packaging Medical 36% 32% 32% EMEA Asia Americas By geography Business Mix by Net Sales (2024) Manufacturing Footprint Manufacturing Commercial center Joint Ventures Lab Regional HQ Headquarter Dedicated Program Teams Forward Looking Objectives Aligned Technology & Product Roadmaps Voice-of-Customer Driven Approach 107 countries with sales1 ~11,800 empl yees globally2 76 manufacturing sites3 Balanced regional presence & localized regional production 1 .Countries with net sales in 2024 2 As of March 31, 2025 3 Includes 20 strategic affiliate production facilities


 
Current undervaluation provides opportunity for long-term growth 24 Attractive valuation with upside potential for stock Forward Looking P/E Multiple – Select Chemical Industry Companies CE Actively implementing strategies to improve performance and restore shareholder value Source: FactSet May 02, 2025 8.9x 33.0x 29.6x 21.8x 20.5x 19.0x 13.9x 13.3x 13.2x 12.7x 12.3x 11.2x 10.5x 10.1x 7.0x 18.5x 16.0x 15.5x 12.8x Avg. 15.8x Select PeersCelanese


 
Celanese Offers a Compelling Investment Opportunity Our mission is to position Celanese as a top quartile company for total shareholder return by delivering earnings growth in any environment 25 New leadership driving change Actions underway to deliver near-term earnings improvement Strong earnings leverage as demand recovers Laser focused on deleveraging History of innovation as customer solutions provider Attractive valuation with upside potential for stock


 
EX-99.2 4 q120258-kex992.htm EX-99.2 Document
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Exhibit 99.2
Non-US GAAP Financial Measures and Supplemental Information
May 5, 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, gross profit, 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, adjusted gross profit, 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 adjusted gross profit is gross profit; 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
1

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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 gross profit is a performance measure used by the Company and is defined by the Company as gross profit, adjusted for Certain Items (refer to Table 2a). We believe that adjusted gross profit provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing certain trends impacting our businesses from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted gross profit has inherent limitations because of the excluded items. Adjusted gross profit is one of the measures management uses for planning and budgeting and monitoring and evaluating financial and operating results. We do not provide reconciliations for adjusted gross profit 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 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.
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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
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
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Table 1
Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions)
Net earnings (loss) attributable to Celanese Corporation (21) (1,522) (1,914) 116  155  121 
(Earnings) loss from discontinued operations — 
Interest income (4) (33) (5) (5) (10) (13)
Interest expense 170  676  164  169  174  169 
Refinancing expense 32  —  —  —  —  — 
Income tax provision (benefit) 510  387  61  29  33 
Certain Items attributable to Celanese Corporation (Table 8)
43  2,009  1,696  114  102  97 
Adjusted EBIT 234  1,648  333  457  451  407 
Depreciation and amortization expense(1)
180  728  184  187  181  176 
Operating EBITDA 414  2,376  517  644  632  583 
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions)
Engineered Materials —  73  16  11  45 
Acetyl Chain —  —  —  —  —  — 
Other Activities(2)
—  —  —  —  —  — 
Accelerated depreciation and amortization expense —  73  16  11  45 
Depreciation and amortization expense(1)
180  728  184  187  181  176 
Total depreciation and amortization expense 180  801  185  203  192  221 
______________________________
(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.
(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
4

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited
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Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials 96  7.5  % (1,179) (21.0) % (1,508) (117.7) % 102  6.9  % 138  9.4  % 89  6.5  %
Acetyl Chain 162  14.5  % 951  20.0  % 216  19.5  % 239  20.1  % 242  20.1  % 254  20.1  %
Other Activities(1)
(90) (469) (113) (93) (130) (133)
Total 168  7.0  % (697) (6.8) % (1,405) (59.3) % 248  9.4  % 250  9.4  % 210  8.0  %
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials (1) (4) (1)
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain
Operating Profit (Loss) Attributable to Celanese Corporation 164  6.9  % (705) (6.9) % (1,408) (59.4) % 244  9.2  % 252  9.5  % 207  7.9  %
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials 94  7.3  % (1,178) (21.0) % (1,510) (117.9) % 100  6.8  % 142  9.7  % 90  6.5  %
Acetyl Chain 160  14.3  % 942  19.8  % 215  19.4  % 237  19.9  % 240  20.0  % 250  19.8  %
Other Activities(1)
(90) (469) (113) (93) (130) (133)
Total 164  6.9  % (705) (6.9) % (1,408) (59.4) % 244  9.2  % 252  9.5  % 207  7.9  %
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials 17  178  33  46  49  50 
Acetyl Chain 138  35  34  33  36 
Other Activities(1)
48  16  13  15 
Total 25  364  72  96  95  101 
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials —  —  —  — 
Acetyl Chain —  —  —  —  —  — 
Other Activities(1)
(28) (35)
Total (20) (27)
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials 15  1,851  1,625  91  74  61 
Acetyl Chain 22  10 
Other Activities(1)
23  136  68  18  24  26 
Total 43  2,009  1,696  114  102  97 
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials 126  9.8  % 859  15.3  % 156  12.2  % 237  16.0  % 265  18.1  % 201  14.6  %
Acetyl Chain 168  15.1  % 1,102  23.1  % 253  22.8  % 276  23.2  % 277  23.0  % 296  23.5  %
Other Activities(1)
(60) (313) (76) (56) (91) (90)
Total 234  9.8  % 1,648  16.0  % 333  14.1  % 457  17.3  % 451  17.0  % 407  15.6  %
___________________________
(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).
5

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)
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Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials 109  437  114  111  110  102 
Acetyl Chain 61  244  63  63  61  57 
Other Activities(2)
10  47  13  10  17 
Total 180  728  184  187  181  176 
Operating EBITDA / Operating EBITDA Margin
Engineered Materials 235  18.3  % 1,296  23.1  % 270  21.1  % 348  23.5  % 375  25.6  % 303  22.0  %
Acetyl Chain 229  20.5  % 1,346  28.3  % 316  28.5  % 339  28.5  % 338  28.1  % 353  28.0  %
Other Activities(2)
(50) (266) (69) (43) (81) (73)
Total 414  17.3  % 2,376  23.1  % 517  21.8  % 644  24.3  % 632  23.8  % 583  22.3  %
___________________________
(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).
6

Table 2a - Supplemental Segment Data and Reconciliation of Segment Adjusted Gross Profit - Non-GAAP Measures - Unaudited
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2024 2021
(In $ millions)
Engineered Materials
Gross profit 1,236  1,670  (1)
Certain Items attributable to Celanese Corporation - Engineered Materials gross profit 120  27 
Adjusted gross profit 1,356  1,697 
___________________________
(1)Inclusive of the actual results of the Company plus the results of the historical Mobility and Materials business as reclassified for the year ended December 31, 2021 (the "Mobility & Materials Pro Forma Financials") as filed by the Company on its current report on Form 8-K/A on November 21, 2022 and adjusts from the Mobility and Materials Pro Forma Financials only the Acquisition Accounting Adjustments thereon.
Certain Items Attributable to Celanese Corporation- Engineered Materials Gross Profit - Unaudited
The following Certain Items attributable to Celanese Corporation - Engineered Materials are included in Gross profit and are adjustments to non-GAAP measures:
2024 2021
(In $ millions)
Exit and shutdown costs 115  14 
Mergers, acquisitions and dispositions
Impact from plant incidents and natural disasters
Certain Items attributable to Celanese Corporation - Engineered Materials gross profit 120  27  (1)
___________________________
(1)Not including any adjustments for the Mobility and Materials business as the Company did not own the Mobility and Materials business during the year ended December 31, 2021 and therefore cannot determine the amount of any adjustments that could have been eligible under the Company's adjustment criteria and process, and it is possible such amount, if any, could cause the amount of adjusted gross profit of the Company for the year ended December 31, 2021 to differ materially from what is presented.
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Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
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 (16) (0.15) (1,514) (13.86) (1,909) (17.45) 118  1.08  156  1.42  121  1.10 
Income tax provision (benefit) 510  387  61  29  33 
Earnings (loss) from continuing operations before tax (7) (1,004) (1,522) 179  185  154 
Certain Items attributable to Celanese Corporation (Table 8)
43  2,009  1,696  114  102  97 
Refinancing and related expenses 32  —  —  —  —  — 
Adjusted earnings (loss) from continuing operations before tax 68  1,005  174  293  287  251 
Income tax (provision) benefit on adjusted earnings(1)
(6) (90) (15) (26) (26) (23)
Adjusted earnings (loss) from continuing operations(2)
62  0.57  915  8.37  159  1.45  267  2.44  261  2.38  228  2.08 
Diluted shares (in millions)(3)
Weighted average shares outstanding 109.4  109.3  109.4  109.3  109.3  109.1 
Incremental shares attributable to equity awards —  —  —  0.2  0.2  0.4 
Total diluted shares 109.4  109.3  109.4  109.5  109.5  109.5 
______________________________
(1)Calculated using adjusted effective tax rates (Table 3a) as follows:
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
Adjusted effective tax rate
(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)
2024 2.5  5.3 
(3)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
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Table 3a
Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited
Estimated Actual
2025 2024
(In percentages)
US GAAP annual effective tax rate 20  (51)
Discrete quarterly recognition of GAAP items(1)
(1)
Tax impact of other charges and adjustments(2)
(2) 98 
Changes in valuation allowances, excluding impact of other charges and adjustments(3)
(4) (40)
Other, includes effect of discrete current year transactions(4)
(4)
Adjusted tax rate
______________________________
Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results.
(1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.
(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
(4)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.
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Table 4
Net Sales by Segment - Unaudited
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions)
Engineered Materials 1,287  5,607  1,281  1,481  1,467  1,378 
Acetyl Chain 1,116  4,763  1,110  1,190  1,202  1,261 
Intersegment eliminations(1)
(14) (90) (21) (23) (18) (28)
Net sales 2,389  10,280  2,370  2,648  2,651  2,611 
___________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
10

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Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024
Volume Price Currency Total
  (In percentages)
Engineered Materials (1)
Acetyl Chain (1) (1)

Total Company —  (1)
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 —  — 
Acetyl Chain —  (2) (1)

Total Company —  (1) — 
Three Months Ended June 30, 2024 Compared to Three Months Ended March 31, 2024
Volume Price Currency Total
(In percentages)
Engineered Materials —  (1)
Acetyl Chain (1) (4) —  (5)

Total Company (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

Total Company —  — 

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Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Volume Price Currency Total
  (In percentages)
Engineered Materials (4) (2) (1) (7)
Acetyl Chain (6) (4) (1) (11)
Total Company (5) (3) (1) (9)
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 (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 (6) (1) (3)
Total Company (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) — 
Total Company (2) (5) (1) (8)

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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 (6) —  (2)
Total Company (1) (4) (1) (6)

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Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions, except percentages)
Net cash provided by (used in) investing activities (98) (470) (128) (100) (91) (151)
Net cash provided by (used in) financing activities 45  (1,313) (189) (376) (489) (259)
Net cash provided by (used in) operating activities 37  966  494  79  292  101 
Capital expenditures on property, plant and equipment (102) (435) (105) (88) (105) (137)
Contributions from/(Distributions) to NCI (8) (33) (8) (7) (14) (4)
Free cash flow(1)
(73) 498  381  (16) 173  (40)
Net sales 2,389  10,280  2,370  2,648  2,651  2,611 
Free cash flow as % of Net sales (3.1) % 4.8  % 16.1  % (0.6) % 6.5  % (1.5) %
______________________________
(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
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions)
Dividends from equity method investments 31  160  38  26  69  27 
Dividends from equity investments without readily determinable fair values 128  33  30  31  34 
Total 32  288  71  56  100  61 
Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24
(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates 406  1,501  1,501  1,607  1,977  2,439 
Long-term debt, net of unamortized deferred financing costs 12,378  11,078  11,078  11,324  11,058  11,018 
Total debt 12,784  12,579  12,579  12,931  13,035  13,457 
Cash and cash equivalents (951) (962) (962) (813) (1,185) (1,483)
Net debt 11,833  11,617  11,617  12,118  11,850  11,974 
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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:
Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 Income Statement Classification
(In $ millions)
Exit and shutdown costs 32  236  47  52  69  68  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) —  Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters 13  —  Cost of sales
Mergers, acquisitions and dispositions 80  12  17  26  25  Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans —  27  27  —  —  —  Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes (8) Cost of sales / SG&A / Other (charges) gains, net
(Gain) loss on disposition of businesses and assets —  —  —  Gain (loss) on disposition of businesses and assets, net
Other —  —  —  —  Cost of sales / SG&A
Certain Items attributable to Celanese Corporation 43  2,009  1,696  114  102  97 
___________________________
(1)Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from 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.
16

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Table 9
Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
2024
(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation (1,522)
Adjusted EBIT (Table 1)
1,648 
Adjusted effective tax rate (Table 3a)
%
Adjusted EBIT tax effected 1,500 
2024 2023 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 
Long-term debt, net of unamortized deferred financing costs 11,078  12,301  11,690 
Celanese Corporation shareholders' equity 5,175  7,091  6,133 
Invested capital 19,265 
Return on invested capital (adjusted) 7.8  %
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital (7.9) %
17