8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2024

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32410	98-0420726
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange
1.250% Senior Notes due 2025	CE /25	The New York Stock Exchange
4.777% Senior Notes due 2026	CE /26A	The New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	The New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	The New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 2.02 Results of Operations and Financial Condition

On November 4, 2024, Celanese Corporation (the "Company") issued a press release reporting the financial results for its third quarter 2024. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit Number
	Description
99.1	Press Release dated November 4, 2024*
99.2	Non-US GAAP Financial Measures and Supplemental Information dated November 4, 2024*
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

* In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELANESE CORPORATION
By:	/s/ ASHLEY B. DUFFIE
Name:	Ashley B. Duffie
Title:	Senior Vice President, General Counsel and Corporate Secretary
Date:	November 4, 2024

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EX-99.1

Exhibit 99.1

Celanese Corporation Reports Third Quarter Earnings

Dallas, November 4, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter 2024 U.S. GAAP diluted earnings per share of $1.08 and adjusted earnings per share of $2.44. The Company generated net sales of $2.6 billion in the quarter, down slightly from the previous quarter inclusive of neutral sequential volume, a slight sequential increase in currency, and a sequential decrease in pricing of 1 percent.

During the third quarter, Celanese continued to navigate persistent demand weakness across key end-markets like paints, coatings, and construction, as well as rapid and acute downturns in Western Hemisphere automotive and industrial segments. The demand deterioration through the quarter more than offset the improvements the Company continues to deliver from the implementation of value-enhancing initiatives, including the many synergy projects delivered as part of the Mobility and Materials (M&M) acquisition and the acetic acid expansion at the Clear Lake facility. Celanese reported third quarter operating profit of $248 million, adjusted EBIT of $457 million, and operating EBITDA of $644 million at margins of 9, 17, and 24 percent, respectively.

The difference between U.S. GAAP diluted earnings per share and adjusted earnings per share in the third quarter was primarily due to Certain Items totaling $114 million.1

Celanese will continue to take actions commensurate with the current demand environment. To this end, the Company intends to temporarily reduce the quarterly dividend by approximately 95 percent beginning in the first quarter of 2025. This action is a prudent and cost-effective path forward to support deleveraging. In addition, Celanese is taking the following actions to drive continued improvement to earnings and cash generation:

•Reducing manufacturing costs through the end of 2024 by temporarily idling production facilities in every region and driving cash generation through an expected $200 million inventory release in the fourth quarter.

•Implementing additional cost reduction programs expected to realize incremental savings greater than $75 million by the end of 2025. The focus of the programs will be on driving productivity in selling, general, and administrative (SG&A) costs.

•Continuing to focus on efficiently and stringently deploying capital, and targeting next year's capex spending to be below 2024 levels.

1 Mainly driven by shutdown-related costs, asset impairment, and M&A-related costs

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•Closing on a 364-day delayed draw prepayable term loan for up to $1 billion. The Company expects to draw on the term loan in the first quarter of 2025 for use towards the $1.3 billion maturing debt.

"In the third quarter, we faced a severely constrained demand environment that, in some cases like auto, degraded swiftly. I want to thank our teams for executing our value enhancing initiatives that are delivering improvements today while also laying the foundation for future growth," said Lori Ryerkerk, chair and chief executive officer. "Still, these actions have been increasingly offset in the current environment and the earnings generated fell short of our expectations. In response we are taking additional measures to navigate current challenges while positioning Celanese for long-term success. We are confident these actions will accelerate our growth and enhance long-term value."

Recent Highlights:

•Unveiled the expansion of the Asia Technology Center (ATC) in Pudong New Area in Shanghai, China in October, to broadly support application development in a variety of high growth areas in both the Engineered Materials and the Acetyl Chain businesses.

•Opened the Micromax™ Electronic Inks and Pastes Lab in Shenzhen, China in October, to support technical service and application development to serve the automotive, consumer electronics, passive components and telecom industries.

•Elected Bruce Chinn to the Company's Board of Directors in September. Mr. Chinn served as President, Chief Executive Officer and a Director of Chevron Phillips Chemical Company LLC, a global petrochemical joint venture of Chevron U.S.A Inc. and Phillips 66 Company, until March 2024.

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Third Quarter 2024 Financial Highlights:

	Three Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	1,481		1,467		1,528
Acetyl Chain	1,190		1,202		1,220
Intersegment Eliminations	(23)		(18)		(25)
Total	2,648		2,651		2,723
Operating Profit (Loss)
Engineered Materials	102		138		691
Acetyl Chain	239		242		272
Other Activities	(93)		(130)		(121)
Total	248		250		842
Net Earnings (Loss)	120		153		949
Adjusted EBIT(1)
Engineered Materials	237		265		229
Acetyl Chain	276		277		310
Other Activities	(56)		(91)		(88)
Total	457		451		451
Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	46		49		12
Acetyl Chain	34		33		33
Operating EBITDA(1)	644		632		624
Diluted EPS - continuing operations	$	1.08	$	1.42	$	8.70
Diluted EPS - total	$	1.06	$	1.41	$	8.69
Adjusted EPS(1)	$	2.44	$	2.38	$	2.50
Net cash provided by (used in) investing activities	(100)		(91)		375
Net cash provided by (used in) financing activities	(376)		(489)		(700)
Net cash provided by (used in) operating activities	79		292		403
Free cash flow(1)	(16)		173		268

____________________________

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

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Third Quarter Business Segment Overview

Acetyl Chain

The Acetyl Chain delivered third quarter net sales of $1.2 billion, a 1 percent decrease from the prior quarter. Volumes were similar to the previous quarter as the business captured incremental volumes in certain downstream derivatives to offset volume declines across the broader integrated value chain. Pricing declined 2 percent sequentially, partially driven by competitive dynamics for vinyl acetate monomer in Asia. The business successfully limited lingering financial impacts from the second quarter force majeure and other operational challenges that impacted the previous quarter by capturing productivity gains from the acetic acid expansion at Clear Lake, the Company's lowest cost and lowest carbon footprint acetic acid unit. The Acetyl Chain flexed its global network to capture approximately $20 million of contributions and set a new quarterly production record for acetic acid at Clear Lake. The business delivered third quarter operating profit of $239 million, adjusted EBIT of $276 million, and operating EBITDA of $339 million at margins of 20, 23, and 28 percent, respectively. In an environment that remains challenged due to weak demand in paints, coating, and construction applications, the Acetyl Chain continued to deliver stability in earnings by leveraging optionality across the business's global footprint and integrated value chain.

Engineered Materials

Engineered Materials reported third quarter net sales of $1.5 billion, representing a sequential increase of 1 percent, consisting of neutral volume and pricing with a small currency impact. The business faced a demand environment that was severely constrained, and was able to offset slight volume declines in larger product lines like POM, GUR, and Nylon with favorable mix in higher margin products and applications like Vamac® and Hytrel®.Engineered Materials delivered third quarter operating profit of $102 million, adjusted EBIT of $237 million, and operating EBITDA of $348 million, with margins of 7, 16, and 23 percent, respectively. The business was impacted by rapid slowdowns of commercial activity in both automotive and industrial segments, particularly in the Western Hemisphere. The European automotive sector was especially affected, with auto builds declining by 14 percent sequentially in the region. Engineered Materials continued to focus on controllable actions and synergy realization from the implementation of manufacturing footprint optimization and execution of functional cost savings projects. In the face of anemic demand, the business also focused on progressing the scale of the project pipeline model. For example, the size of each project that has been won has increased by nearly 30 percent since 2022 and the value of electric vehicle projects won year-to-date increased 18 percent. The advancement of the project pipeline model partially offsets the current demand headwinds while putting in place a strong foundation for growth as end-markets recover.

Cash Flow and Tax

Celanese reported third quarter operating cash flow of $79 million and free cash flow of $(16) million, which included cash capital expenditures of $88 million. Third quarter operating cash flow results included $238 million working capital use of cash from the quarter demand trends and net cash interest expense of $230 million due to timing of coupon payments, which are more concentrated in the first and third quarters. Celanese returned $76 million in cash to shareholders via dividends in the quarter. In the third quarter the Company repaid a bond of approximately $500 million as part of its deleveraging plan and has retired a total of $1 billion in bonds through the first three quarters of 2024.

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The effective U.S. GAAP income tax rate was an expense of 33 percent for the third quarter compared to a benefit of 33 percent for the same quarter in 2023. The effective income tax rate for the current period and year to date was higher compared to the same periods in 2023, primarily due to non-recurring prior year tax benefits related to relocation of certain intangible assets to align with the acquired M&M foreign operations, differences in the tax and U.S. GAAP gain from the formation of the Nutrinova Food Ingredients joint venture, and a decrease in valuation allowance on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period, as well as current year tax effects related to internal debt restructuring transactions. The effective tax rate for adjusted earnings was 9 percent based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.

Outlook

"We expect demand conditions to worsen in the fourth quarter, as automotive and industrial segments react to recent dynamics by seasonally destocking at heavier than normal levels. While we expect this destocking to be temporary and contained to the quarter, we will significantly slow our production to match this demand level and to generate cash through inventory draw. Based on these factors, we anticipate fourth quarter adjusted earnings per share of approximately $1.25," said Lori Ryerkerk. "We hold ourselves to a high standard at Celanese, and are taking additional actions to strengthen our company. Our focus is on driving business improvement through earnings growth, cost reductions, free cash flow expansion, and deleveraging to position Celanese for long-term shareholder value creation."

Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below.

The Company's prepared remarks related to the third quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on November 4, 2024. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.

Contacts:
Investor Relations	Media - U.S.	Media - Europe
Bill Cunningham	Brian Bianco	Petra Czugler
Phone: +1 302 999 6410	Phone: +1 972 443 4400	Phone: +49 69 45009 1206
william.cunningham@celanese.com	media@celanese.com	petra.czugler@celanese.com

Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion.

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Forward-Looking Statements

This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, dividend policy, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine 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; 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 (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or the Israel-Hamas conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, 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; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-US GAAP Financial Information

This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for operating EBITDA margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.

Definitions of Non-US GAAP Financial Measures

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales.

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•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures. We do not provide reconciliations for free cash flow on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about November 4, 2024 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

Results Unaudited

The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Supplemental Information

Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.

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Consolidated Statements of Operations - Unaudited

	Three Months Ended
	September 30, 2024	June 30, 2024	September 30, 2023
	(In $ millions, except share and per share data)
Net sales	2,648	2,651	2,723
Cost of sales	(2,026)	(2,010)	(2,050)
Gross profit	622	641	673
Selling, general and administrative expenses	(248)	(255)	(244)
Amortization of intangible assets	(40)	(38)	(41)
Research and development expenses	(32)	(33)	(32)
Other (charges) gains, net	(61)	(48)	(17)
Foreign exchange gain (loss), net	10	(9)	—
Gain (loss) on disposition of businesses and assets, net	(3)	(8)	503
Operating profit (loss)	248	250	842
Equity in net earnings (loss) of affiliates	51	51	12
Non-operating pension and other postretirement employee benefit (expense) income	3	2	(1)
Interest expense	(169)	(174)	(178)
Refinancing expense	—	—	(7)
Interest income	5	10	12
Dividend income - equity investments	30	31	30
Other income (expense), net	15	13	4
Earnings (loss) from continuing operations before tax	183	183	714
Income tax (provision) benefit	(61)	(29)	236
Earnings (loss) from continuing operations	122	154	950
Earnings (loss) from operation of discontinued operations	(3)	(1)	(1)
Income tax (provision) benefit from discontinued operations	1	—	—
Earnings (loss) from discontinued operations	(2)	(1)	(1)
Net earnings (loss)	120	153	949
Net (earnings) loss attributable to noncontrolling interests	(4)	2	2
Net earnings (loss) attributable to Celanese Corporation	116	155	951
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	118	156	952
Earnings (loss) from discontinued operations	(2)	(1)	(1)
Net earnings (loss)	116	155	951
Earnings (loss) per common share - basic
Continuing operations	1.08	1.43	8.74
Discontinued operations	(0.02)	(0.01)	(0.01)
Net earnings (loss) - basic	1.06	1.42	8.73
Earnings (loss) per common share - diluted
Continuing operations	1.08	1.42	8.70
Discontinued operations	(0.02)	(0.01)	(0.01)
Net earnings (loss) - diluted	1.06	1.41	8.69
Weighted average shares (in millions)
Basic	109.3	109.3	108.9
Diluted	109.5	109.5	109.4

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Consolidated Balance Sheets - Unaudited

	As of September 30, 2024	As of December 31, 2023
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	813	1,805
Trade receivables - third party and affiliates, net	1,367	1,243
Non-trade receivables, net	688	541
Inventories	2,562	2,357
Other assets	276	272
Total current assets	5,706	6,218
Investments in affiliates	1,253	1,220
Property, plant and equipment, net	5,431	5,584
Operating lease right-of-use assets	421	422
Deferred income taxes	1,672	1,677
Other assets	554	524
Goodwill	6,997	6,977
Intangible assets, net	3,858	3,975
Total assets	25,892	26,597
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,607	1,383
Trade payables - third party and affiliates	1,446	1,510
Other liabilities	1,083	1,154
Income taxes payable	23	25
Total current liabilities	4,159	4,072
Long-term debt, net of unamortized deferred financing costs	11,324	12,301
Deferred income taxes	1,006	999
Uncertain tax positions	308	300
Benefit obligations	440	457
Operating lease liabilities	325	325
Other liabilities	612	591
Commitments and Contingencies
Shareholders' Equity
Treasury stock, at cost	(5,487)	(5,488)
Additional paid-in capital	397	394
Retained earnings	13,091	12,929
Accumulated other comprehensive income (loss), net	(727)	(744)
Total Celanese Corporation shareholders' equity	7,274	7,091
Noncontrolling interests	444	461
Total equity	7,718	7,552
Total liabilities and equity	25,892	26,597

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EX-99.2

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

November 4, 2024

In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.

Purpose

The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-US GAAP Financial Measures

From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.

Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.

Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt

1

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. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.

•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation.

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

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•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.

•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation 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

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

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

	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Engineered Materials	16	11	45	15	15	—	—	—
Acetyl Chain	—	—	—	—	—	—	—	—
Other Activities(2)	—	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	16	11	45	15	15	—	—	—
Depreciation and amortization expense(1)	187	181	176	691	174	173	172	172
Total depreciation and amortization expense	203	192	221	706	189	173	172	172

______________________________

(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.

(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

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

	Q3 '24			Q2 '24			Q1 '24			2023			Q4 '23			Q3 '23			Q2 '23			Q1 '23
	(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials	102	6.9	%	138	9.4	%	89	6.5	%	1,083	17.6	%	122	8.7	%	691	45.2	%	158	10.0	%	112	6.9	%
Acetyl Chain	239	20.1	%	242	20.1	%	254	20.1	%	1,109	22.7	%	264	22.4	%	272	22.3	%	295	23.9	%	278	22.2	%
Other Activities(1)	(93)			(130)			(133)			(505)			(127)			(121)			(118)			(139)
Total	248	9.4	%	250	9.4	%	210	8.0	%	1,687	15.4	%	259	10.1	%	842	30.9	%	335	12.0	%	251	8.8	%
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials	2			(4)			(1)			(3)			1			(2)			(2)			—
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain	2			2			4			7			2			—			3			2
Operating Profit (Loss) Attributable to Celanese Corporation	244	9.2	%	252	9.5	%	207	7.9	%	1,683	15.4	%	256	10.0	%	844	31.0	%	334	11.9	%	249	8.7	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials	100	6.8	%	142	9.7	%	90	6.5	%	1,086	17.7	%	121	8.6	%	693	45.4	%	160	10.1	%	112	6.9	%
Acetyl Chain	237	19.9	%	240	20.0	%	250	19.8	%	1,102	22.6	%	262	22.2	%	272	22.3	%	292	23.7	%	276	22.1	%
Other Activities(1)	(93)			(130)			(133)			(505)			(127)			(121)			(118)			(139)
Total	244	9.2	%	252	9.5	%	207	7.9	%	1,683	15.4	%	256	10.0	%	844	31.0	%	334	11.9	%	249	8.7	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials	46			49			50			87			45			12			20			10
Acetyl Chain	34			33			36			132			33			33			32			34
Other Activities(1)	16			13			15			34			28			1			6			(1)
Total	96			95			101			253			106			46			58			43
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials	—			—			—			(1)			(1)			—			—			—
Acetyl Chain	—			—			—			—			—			—			—			—
Other Activities(1)	3			2			2			(68)			(66)			(1)			(2)			1
Total	3			2			2			(69)			(67)			(1)			(2)			1
Certain Items Attributable to Celanese Corporation(Table 8)
Engineered Materials	91			74			61			(324)			34			(476)			25			93
Acetyl Chain	5			4			10			24			5			5			8			6
Other Activities(1)	18			24			26			186			100			33			21			32
Total	114			102			97			(114)			139			(438)			54			131
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	237	16.0	%	265	18.1	%	201	14.6	%	848	13.8	%	199	14.2	%	229	15.0	%	205	12.9	%	215	13.2	%
Acetyl Chain	276	23.2	%	277	23.0	%	296	23.5	%	1,258	25.8	%	300	25.4	%	310	25.4	%	332	26.9	%	316	25.3	%
Other Activities(1)	(56)			(91)			(90)			(353)			(65)			(88)			(93)			(107)
Total	457	17.3	%	451	17.0	%	407	15.6	%	1,753	16.0	%	434	16.9	%	451	16.6	%	444	15.9	%	424	14.9	%

___________________________

(1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

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

	Q3 '24			Q2 '24			Q1 '24			2023			Q4 '23			Q3 '23			Q2 '23			Q1 '23
	(In $ millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials	111			110			102			447			112			111			112			112
Acetyl Chain	63			61			57			217			54			55			54			54
Other Activities(2)	13			10			17			27			8			7			6			6
Total	187			181			176			691			174			173			172			172
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	348	23.5	%	375	25.6	%	303	22.0	%	1,295	21.1	%	311	22.1	%	340	22.3	%	317	20.0	%	327	20.1	%
Acetyl Chain	339	28.5	%	338	28.1	%	353	28.0	%	1,475	30.2	%	354	30.0	%	365	29.9	%	386	31.3	%	370	29.6	%
Other Activities(2)	(43)			(81)			(73)			(326)			(57)			(81)			(87)			(101)
Total	644	24.3	%	632	23.8	%	583	22.3	%	2,444	22.3	%	608	23.7	%	624	22.9	%	616	22.0	%	596	20.9	%

___________________________

(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.

(2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

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Table 3

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

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

______________________________

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

	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
Adjusted effective tax rate	9	9	9	9	9	4	12	12

(2)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.

	Actual Plan Asset Returns	Expected Plan Asset Returns
	(In percentages)
2023	8.1	5.2

(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
	2024	2023
	(In percentages)
US GAAP annual effective tax rate	26	(67)
Discrete quarterly recognition of GAAP items(1)	(5)	2
Tax impact of other charges and adjustments(2)	(1)	(3)
Changes in valuation allowances, excluding impact of other charges and adjustments(3)	(8)	13
Other, includes effect of discrete current year transactions(4)	(3)	64	(5)
Adjusted tax rate	9	9

______________________________

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.

(5)Includes the reversal of certain U.S. GAAP deferred tax benefits related to non-recurring internal restructuring transactions related to the M&M acquisition, to centralize ownership of intellectual property with the business and to facilitate future deployment of cash to service acquisition indebtedness. Certain benefits of the internal restructuring will be realized in future periods for adjusted earnings purposes.

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Table 4

Net Sales by Segment - Unaudited

	Q3 '24	Q2 '24	Q1 '24	2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23
	(In $ millions)
Engineered Materials	1,481	1,467	1,378	6,149	1,406	1,528	1,585	1,630
Acetyl Chain	1,190	1,202	1,261	4,884	1,181	1,220	1,233	1,250
Intersegment eliminations(1)	(23)	(18)	(28)	(93)	(18)	(25)	(23)	(27)
Net sales	2,648	2,651	2,611	10,940	2,569	2,723	2,795	2,853

___________________________

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

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Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

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

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

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	7	—	(1)	6
Acetyl Chain	(1)	(4)	—	(5)
Total Company	4	(2)	—	2

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	(1)	—	(2)
Acetyl Chain	5	1	1	7
Total Company	2	—	—	2

Three Months Ended December 31, 2023 Compared to Three Months Ended September 30, 2023

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(5)	(3)	—	(8)	(1)
Acetyl Chain	—	(3)	—	(3)
Total Company	(3)	(3)	—	(6)

________________________

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

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

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

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	2	(5)	—	(3)
Acetyl Chain	2	(3)	—	(1)
Total Company	2	(4)	—	(2)

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	34	(4)	2	32
Acetyl Chain	10	(2)	2	10
Total Company	19	(4)	2	17

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Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

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

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(2)	(4)	(1)	(7)
Acetyl Chain	4	(6)	(1)	(3)
Total Company	1	(5)	(1)	(5)

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(12)	(2)	(1)	(15)
Acetyl Chain	11	(10)	—	1
Total Company	(2)	(5)	(1)	(8)

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	21	(8)	1	14
Acetyl Chain	14	(11)	1	4
Total Company	18	(10)	1	9

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	75	(12)	1	64
Acetyl Chain	4	(18)	1	(13)
Total Company	33	(16)	1	18

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	75	(8)	—	67
Acetyl Chain	(2)	(19)	—	(21)
Total Company	27	(15)	—	12

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	80	2	(3)	79
Acetyl Chain	(9)	(13)	(2)	(24)
Total Company	23	(8)	(3)	12

11

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	54	(1)	—	53
Acetyl Chain	2	(17)	—	(15)
Total Company	23	(10)	—	13

12

Table 5

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

	Q3 '24		Q2 '24		Q1 '24		2023		Q4 '23		Q3 '23		Q2 '23		Q1 '23
	(In $ millions, except percentages)
Net cash provided by (used in) investing activities	(100)		(91)		(151)		(134)		(168)		375		(163)		(178)
Net cash provided by (used in) financing activities	(376)		(489)		(259)		(1,456)		(240)		(700)		(447)		(69)
Net cash provided by (used in) operating activities	79		292		101		1,899		830		403		762		(96)
Capital expenditures on property, plant and equipment	(88)		(105)		(137)		(568)		(128)		(131)		(145)		(164)
Contributions from/(Distributions) to NCI	(7)		(14)		(4)		(11)		—		(4)		(6)		(1)
Free cash flow(1)	(16)		173		(40)		1,320		702		268		611		(261)
Net sales	2,648		2,651		2,611		10,940		2,569		2,723		2,795		2,853
Free cash flow as % of Net sales	(0.6)	%	6.5	%	(1.5)	%	12.1	%	27.3	%	9.8	%	21.9	%	(9.1)	%

______________________________

(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures.

13

Table 6

Cash Dividends Received - Unaudited

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

Table 7

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

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

14

Table 8

Certain Items - Unaudited

The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:

	Q3 '24		Q2 '24	Q1 '24		2023	Q4 '23	Q3 '23	Q2 '23	Q1 '23		Income Statement Classification
	(In $ millions)
Exit and shutdown costs	52		69	68		89	33	9	21	26		Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income
Asset impairments	34	(1)	3	—		15	6	9	—	—		Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters	3	(2)	—	7	(3)	6	—	—	—	6	(4)	Cost of sales
Mergers, acquisitions and dispositions	17		26	25		195	27	46	23	99		Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	—		—	—		69	69	—	—	—		Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes	7		3	(8)		12	4	2	6	—		Cost of sales / SG&A / Other (charges) gains, net
(Gain) loss on disposition of businesses and assets	1		1	—		(510)	(3)	(508)	1	—		Gain (loss) on disposition of businesses and assets, net
Other	—		—	5		10	3	4	3	—		Cost of sales / SG&A
Certain Items attributable to Celanese Corporation	114		102	97		(114)	139	(438)	54	131

___________________________

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

(2)Primarily associated with Hurricane Beryl and Hurricane Helene.

(3)Primarily associated with Winter Storm Heather.

(4)Primarily associated with Winter Storm Elliott.

15

Table 9

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

			2023
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			1,960
Adjusted EBIT(Table 1)			1,753
Adjusted effective tax rate (Table 3a)			9	%
Adjusted EBIT tax effected			1,595
	2023	2022	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	1,383	1,306	1,345
Long-term debt, net of unamortized deferred financing costs	12,301	13,373	12,837
Celanese Corporation shareholders' equity	7,091	5,637	6,364
Invested capital			20,546
Return on invested capital (adjusted)			7.8	%
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			9.5	%

16

XML

Cover Page	Nov. 04, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 04, 2024
Entity Registrant Name	CELANESE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32410
Entity Tax Identification Number	98-0420726
Entity Address, Address Line One	222 West Las Colinas Blvd. Suite 900N
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	443-4000
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001306830
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CE
Security Exchange Name	NYSE
1.250% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	CE /25
Security Exchange Name	NYSE
4.777% Senior Notes due 2026
Entity Information [Line Items]
Title of 12(b) Security	4.777% Senior Notes due 2026
Trading Symbol	CE /26A
Security Exchange Name	NYSE
2.125% Senior Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2027
Trading Symbol	CE /27
Security Exchange Name	NYSE
0.625% Senior Notes due 2028
Entity Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2028
Trading Symbol	CE /28
Security Exchange Name	NYSE
5.337% Senior Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	5.337% Senior Notes due 2029
Trading Symbol	CE /29A
Security Exchange Name	NYSE