7 Description of the Company In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries. In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive in ...

Celanese Corporation (NYSE:CE) Q4 2022 Earnings Conference Call February 24, 2023 10:00 AM ET Company Participants Brandon Ayache - VP, IR Lori Ryerkerk - Chairman of the Board and CEO Scott Richardson - CFO Conference Call Participants John McNulty - BMO Capital Markets Ghansham Panjabi - Baird Jeff Zekauskas - JPMorgan Josh Spector - UBS Michael Leithead - Barclays Vincent Andrews - Morgan Stanley Michael Sison - Wells Fargo Hassan Ahmed - Alembic Global P.J. Juvekar - Citi Kevin McCarthy - Vertical Resea ...

PART I [Business](index=4&type=section&id=Item%201.%20Business) Celanese is a global chemical and specialty materials company, expanded by the **2022** M&M acquisition, operating through two core segments [Business Segment Overview](index=4&type=section&id=Business%20Segment%20Overview) Celanese operates through Engineered Materials and Acetyl Chain segments, with Acetate Tow integrated into Acetyl Chain effective **December 31, 2022** - The company's operations are organized into two principal business segments: **Engineered Materials** and the **Acetyl Chain**[60](index=60&type=chunk) - Effective **December 31, 2022**, the company resegmented its operations, moving the former **Acetate Tow segment** into the **Acetyl Chain segment** to better align with its integrated operational strategy[86](index=86&type=chunk) [Engineered Materials](index=5&type=section&id=Engineered%20Materials) The Engineered Materials segment supplies high-performance polymers for diverse applications, significantly expanded by the **$11.0 billion** M&M acquisition on **November 1, 2022** - On **November 1, 2022**, the company acquired a majority of DuPont's Mobility & Materials (M&M) business for a purchase price of **$11.0 billion**, adding a portfolio of engineering thermoplastics and elastomers[46](index=46&type=chunk) - The segment's key products include a wide range of polymers such as **Nylon, Polyoxymethylene (POM), Polyesters (PBT, PET), Long-fiber reinforced thermoplastics (LFRT), and Thermoplastic elastomers (TPE)**[92](index=92&type=chunk)[49](index=49&type=chunk)[68](index=68&type=chunk) - Principal customers are **original equipment manufacturers (OEMs)** and their suppliers in the automotive, medical, industrial, and consumer sectors[97](index=97&type=chunk) [Acetyl Chain](index=8&type=section&id=Acetyl%20Chain) The Acetyl Chain segment produces acetyl intermediates and downstream products for diverse end-uses, accounting for **30%** of consolidated net sales in **2022** - The segment's product portfolio includes **acetic acid, vinyl acetate monomer (VAM), vinyl acetate ethylene (VAE) emulsions, ethylene vinyl acetate (EVA) resins, and acetate tow**[99](index=99&type=chunk) - Sales from acetyl products accounted for **30%**, **36%**, and **27%** of consolidated net sales for the years ended **December 31, 2022, 2021, and 2020**, respectively[130](index=130&type=chunk) - The company operates **Fairway Methanol LLC**, a **50%** joint venture with Mitsui & Co., Ltd., for methanol production, a key raw material[79](index=79&type=chunk) [Strategic Affiliates](index=10&type=section&id=Strategic%20Af%20iliates) Strategic affiliates complement technology and market reach, generating **$2.3 billion** in sales, **$181 million** in equity earnings, and **$187 million** in dividends in **2022** - During **2022**, the company's equity method strategic affiliates generated combined sales of **$2.3 billion**, contributing **$181 million** in equity earnings and **$187 million** in dividends[137](index=137&type=chunk) Key Strategic Affiliates | Affiliate Name | Location | Ownership % | Partner(s) | | :--- | :--- | :--- | :--- | | National Methanol Company | Saudi Arabia | 25% | SABIC (50%); Duke Energy (25%) | | Korea Engineering Plastics Co., Ltd. | South Korea | 50% | Mitsubishi Gas Chemical (40%); Mitsubishi Corp (10%) | | Fortron Industries, LLC | U.S. | 50% | Kureha America Inc. (50%) | | Fairway Methanol LLC | U.S. | 50% | Mitsui & Co., Ltd. (50%) | [Human Capital and Sustainability](index=13&type=section&id=Human%20Capital%20and%20Sustainability) Celanese focuses on sustainability, including energy efficiency and GHG reduction, employing **13,263** diverse global staff, and reporting a **TRIR of 0.24** and **LTIR of 0.04** in **2022** Global Workforce by Geography (as of Dec 31, 2022) | Region | Number of Employees | | :--- | :--- | | North America | 5,410 | | Europe | 4,750 | | Asia | 2,912 | | Rest of World | 191 | | **Total** | **13,263** | - As of **December 31, 2022**, women represented approximately **25%** of the global workforce, and in the U.S., people of color represented approximately **30%** of the overall workforce[151](index=151&type=chunk)[4](index=4&type=chunk) - For the year ended **December 31, 2022**, the company reported a Total Recordable Incident Rate (TRIR) of **0.24** and a Lost Time Incident Rate (LTIR) of **0.04**[179](index=179&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including global economic volatility, raw material prices, operational disruptions, M&M acquisition integration, and increased indebtedness [Business and Industry Risks](index=16&type=section&id=Business%20and%20Industry%20Risks) Celanese is exposed to risks from global economic, political, and regulatory conditions, and significant volatility in raw material and energy prices impacting product margins - The company is exposed to **general economic, political, and regulatory conditions** and risks in the countries in which it has operations and customers[8](index=8&type=chunk) - The business is subject to risks from **increased volatility** in the prices and availability of **key raw materials** (like ethylene, methanol, natural gas) and **energy**, which can adversely affect product margins[158](index=158&type=chunk)[12](index=12&type=chunk) [Operational and Strategic Risks](index=19&type=section&id=Operational%20and%20Strategic%20Risks) Key operational risks include manufacturing disruptions, intellectual property protection, foreign currency fluctuations from non-U.S. operations, and cybersecurity threats - Production at manufacturing facilities could be **disrupted** for various reasons, including **natural disasters, accidents, or supply interruptions**, potentially preventing the company from satisfying customer demands[15](index=15&type=chunk)[189](index=189&type=chunk) - The **inability to protect intellectual property rights**, including patents, trademarks, and trade secrets, could reduce the company's ability to maintain its competitive position and profit margins[167](index=167&type=chunk)[20](index=20&type=chunk) - Significant non-U.S. operations expose the company to **global exchange rate fluctuations**, which could adversely impact profitability[197](index=197&type=chunk)[171](index=171&type=chunk) - The company is subject to information or operational technology **cybersecurity threats** that could materially affect the business[31](index=31&type=chunk) [M&M Acquisition Risks](index=22&type=section&id=M%26M%20Acquisition%20Risks) The M&M acquisition presents significant risks, including failure to realize anticipated benefits, underperformance of the acquired business, and substantial non-recurring integration costs - The company may **fail to realize all of the anticipated benefits** of the M&M Acquisition, as certain assumptions may prove to be inaccurate[32](index=32&type=chunk)[174](index=174&type=chunk) - Through **2022**, the M&M Business **underperformed prior expectations**, with financial performance from signing to closing being **lower than anticipated**[34](index=34&type=chunk) - The company has incurred and expects to continue to incur **substantial non-recurring costs** associated with completing the M&M Acquisition and combining operations[35](index=35&type=chunk) [Regulatory, Legal, Environmental and Tax Risks](index=23&type=section&id=Regulatory%2C%20Legal%2C%20Environmental%20and%20Tax%20Risks) The company faces risks from extensive international and domestic regulations, potential fines, increased costs from climate change legislation, product liability claims, and changes in tax laws - The company is subject to **extensive international, national, state, and local laws and regulations**, and failure to comply could result in **fines and penalties**[517](index=517&type=chunk) - The company faces financial, regulatory, physical, and transition risks associated with **climate change**, including potential legislation and international accords that could **increase operating costs**[562](index=562&type=chunk)[563](index=563&type=chunk)[567](index=567&type=chunk) - **Changes in tax legislation** or the resolution of tax examinations could **materially impact financial results**. The company is currently under audit by authorities in the **U.S., the Netherlands, and Germany** for tax years **2013-2015**[573](index=573&type=chunk)[581](index=581&type=chunk) [Indebtedness Risks](index=28&type=section&id=Indebtedness%20Risks) The company incurred **$11.0 billion** new debt for the M&M acquisition, increasing total indebtedness to **$14.7 billion** by **2022**, raising financial risk and limiting flexibility - The company incurred approximately **$11.0 billion** of indebtedness to finance the M&M Acquisition, increasing total outstanding indebtedness to **$14.7 billion** at **December 31, 2022**[593](index=593&type=chunk) - The **higher level of indebtedness** increases vulnerability to adverse economic conditions, requires a substantial portion of cash flow for debt service, and **reduces flexibility** to respond to changing business conditions[595](index=595&type=chunk) - **Restrictive covenants** in debt agreements **limit the company's ability** to incur additional debt, incur liens, and merge or sell assets, and require maintenance of certain financial ratios[629](index=629&type=chunk) PART II [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In **2022**, net sales grew **13%** to **$9.7 billion**, but operating profit fell **29%** to **$1.4 billion** due to higher costs and M&M acquisition impact, increasing total debt to **$14.7 billion** [Results of Operations](index=37&type=section&id=Results%20of%20Operations) For **2022**, consolidated net sales increased **13%** to **$9.7 billion**, driven by Engineered Materials, but operating profit decreased **29%** to **$1.4 billion** due to higher costs and acquisition expenses Consolidated Results Summary (2022 vs. 2021) | Metric | 2022 ($M) | 2021 ($M) | Change ($M) | | :--- | :--- | :--- | :--- | | Net sales | 9,673 | 8,537 | 1,136 | | Gross profit | 2,380 | 2,682 | (302) | | Operating profit | 1,378 | 1,946 | (568) | | Net earnings | 1,902 | 1,896 | 6 | - Net sales increased primarily due to **higher pricing** in both segments and **higher volume** in Engineered Materials from **acquisitions**, partially offset by lower volume in Acetyl Chain and unfavorable currency impacts[731](index=731&type=chunk) - Operating profit decreased mainly due to **higher raw material and energy costs**, and **increased spending** related to the **M&M and Santoprene acquisitions**[732](index=732&type=chunk) [Business Segment Performance](index=40&type=section&id=Business%20Segment%20Performance) In **2022**, Engineered Materials net sales grew **48%** to **$4.0 billion**, while Acetyl Chain net sales decreased **3%** to **$5.7 billion**, both impacted by cost increases Engineered Materials Performance (2022 vs. 2021) | Metric | 2022 ($M) | 2021 ($M) | % Change | | :--- | :--- | :--- | :--- | | Net sales | 4,024 | 2,718 | 48.1% | | Operating profit | 429 | 411 | 4.4% | Acetyl Chain Performance (2022 vs. 2021) | Metric | 2022 ($M) | 2021 ($M) | % Change | | :--- | :--- | :--- | :--- | | Net sales | 5,743 | 5,894 | (2.6)% | | Operating profit | 1,447 | 1,875 | (22.8)% | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity significantly changed in **2022** due to M&M acquisition financing, with cash increasing by **$972 million** to **$1.5 billion**, and total debt rising to **$14.7 billion** Cash Flow Summary (2022 vs. 2021) | Cash Flow Activity | 2022 ($M) | 2021 ($M) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,819 | 1,757 | | Net Cash from Investing Activities | (11,141) | (1,119) | | Net Cash from Financing Activities | 10,290 | (1,042) | | **Net Increase in Cash** | **972** | **(419)** | - The company issued a total of **$7.5 billion** in USD-denominated senior notes and **€1.5 billion** in Euro-denominated senior notes in **July 2022** to fund the M&M acquisition[241](index=241&type=chunk)[233](index=233&type=chunk) - As of **December 31, 2022**, the company had **$1.45 billion** available for borrowing under its senior unsecured revolving credit facility[501](index=501&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management highlights critical accounting policies including purchase accounting for acquisitions, goodwill impairment assessment, and determination of pension and income tax obligations - **Purchase accounting** for acquisitions requires estimating the **fair values** of identifiable tangible and intangible assets (like customer relationships and trade names) and liabilities assumed, with the excess purchase price recorded as **goodwill**[317](index=317&type=chunk) - The recoverability of **goodwill** and other **indefinite-lived intangible assets** is assessed annually, using **discounted cash flow models** that rely on key assumptions such as discount rates, growth rates, and cash flow projections[318](index=318&type=chunk)[320](index=320&type=chunk) - **Benefit obligations for pension plans** are calculated using **key actuarial assumptions**, including the discount rate and the expected long-term rate of return on plan assets, which are subject to change based on market conditions[324](index=324&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for **2022**, including Statements of Operations, Balance Sheets, and Cash Flows, reflecting the M&M acquisition's significant impact [Consolidated Statements of Operations](index=63&type=section&id=Consolidated%20Statements%20of%20Operations) For **2022**, Celanese reported net sales of **$9.7 billion**, gross profit of **$2.4 billion**, operating profit of **$1.4 billion**, and net earnings of **$1.9 billion** Key Financial Results (Year Ended Dec 31, 2022) | Metric | Amount ($ millions) | | :--- | :--- | | Net sales | 9,673 | | Gross profit | 2,380 | | Operating profit | 1,378 | | Net earnings attributable to Celanese | 1,894 | | Diluted earnings per share | $17.34 | [Consolidated Balance Sheets](index=65&type=section&id=Consolidated%20Balance%20Sheets) As of **December 31, 2022**, total assets increased to **$26.3 billion** from **$12.0 billion** in **2021** due to the M&M acquisition, with total liabilities rising to **$20.2 billion** Key Balance Sheet Items (as of Dec 31) | Metric | 2022 ($ millions) | 2021 ($ millions) | | :--- | :--- | :--- | | Total Assets | 26,272 | 11,975 | | Goodwill | 7,142 | 1,412 | | Total Liabilities | 20,167 | 7,438 | | Long-Term Debt | 13,373 | 3,176 | | Total Equity | 6,105 | 4,537 | [Consolidated Statements of Cash Flows](index=67&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For **2022**, cash from operations was **$1.8 billion**, investing activities used **$11.1 billion** (mainly acquisitions), and financing provided **$10.3 billion**, resulting in a **$972 million** cash increase Cash Flow Summary (Year Ended Dec 31, 2022) | Metric | Amount ($ millions) | | :--- | :--- | | Net cash from operating activities | 1,819 | | Net cash used in investing activities | (11,141) | | Net cash provided by financing activities | 10,290 | | **Net increase in cash** | **972** | [Notes to Consolidated Financial Statements](index=68&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on the M&M acquisition (Note 4), debt (Note 11), pension obligations (Note 12), income taxes (Note 15), and segment information (Note 21) [Note 4 - Acquisitions, Dispositions and Plant Closures](index=77&type=section&id=Note%204%20-%20Acquisitions%2C%20Dispositions%20and%20Plant%20Closures) This note details the **$11.0 billion** M&M acquisition on **November 1, 2022**, including its preliminary purchase price allocation, and the KEPCO joint venture restructuring - On **November 1, 2022**, the company acquired a majority of DuPont's M&M business for a purchase price of **$11.0 billion**[754](index=754&type=chunk) Preliminary M&M Purchase Price Allocation | Asset/Liability | Amount ($ millions) | | :--- | :--- | | Goodwill | 5,788 | | Customer-related intangible assets | 1,500 | | Trade names | 1,400 | | Developed technology | 550 | | Property, plant and equipment, net | 1,281 | | **Net assets acquired** | **11,049** | - The company completed the restructuring of its **KEPCO joint venture** on **April 1, 2022**, resulting in an increase to its investment in KEPCO of **$134 million**[387](index=387&type=chunk) [Note 11 - Debt](index=86&type=section&id=Note%2011%20-%20Debt) Total debt increased to **$14.7 billion** by **2022** from **$4.0 billion** in **2021** to finance the M&M acquisition, including **$7.5 billion** USD and **€1.5 billion** Euro notes Total Debt Summary | Debt Category | Dec 31, 2022 ($M) | Dec 31, 2021 ($M) | | :--- | :--- | :--- | | Short-Term Borrowings & Current Installments | 1,306 | 791 | | Long-Term Debt, net | 13,373 | 3,176 | | **Total Debt** | **14,679** | **3,967** | - In **July 2022**, the company issued **$7.5 billion** in USD notes and **€1.5 billion** in Euro notes with various maturities to fund the M&M acquisition[260](index=260&type=chunk) - The company has a **$1.75 billion** senior unsecured revolving credit facility maturing in **2027**, with **$300 million** outstanding as of **December 31, 2022**[254](index=254&type=chunk)[257](index=257&type=chunk) [Note 12 - Benefit Obligations](index=90&type=section&id=Note%2012%20-%20Benefit%20Obligations) As of **December 31, 2022**, pension plans had a **$233 million** deficit, an improvement from **2021**, with **$27 million** expected contributions in **2023** Pension Plan Funded Status (as of Dec 31) | Metric | 2022 ($ millions) | 2021 ($ millions) | | :--- | :--- | :--- | | Projected Benefit Obligation | (2,858) | (3,488) | | Fair Value of Plan Assets | 2,625 | 3,183 | | **Funded Status** | **(233)** | **(305)** | - The company expects to make cash contributions of **$27 million** to its defined benefit pension plans in **2023**[382](index=382&type=chunk)

Celanese Corporation (NYSE:CE) Q3 2022 Earnings Conference Call November 4, 2022 10:00 AM ET Company Participants Brandon Ayache - VP, IR Lori Ryerkerk - Chairman of the Board and CEO Scott Richardson – CFO Conference Call Participants Josh Spector - UBS David Begleiter - Deutsche Bank Ghansham Panjabi - Baird Jeff Zekauskas - JPMorgan Vincent Andrews - Morgan Stanley Kevin McCarthy - Vertical Research Partners Mike Leithead - Barclays Mike Sison - Wells Fargo John McNulty - BMO Capital Markets P.J. Juvekar ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Ot ...

Celanese Corporation (NYSE:CE) Q2 2022 Results Conference Call July 29, 2022 10:00 AM ET Company Participants Brandon Ayache - VP, IR Lori Ryerkerk - CEO, Chairman of the Board Scott Richardson - CFO Conference Call Participants Vincent Andrews - Morgan Stanley Arun Viswanathan - RBC Capital Markets David Begleiter - Deutsche Bank Ghansham Panjabi - Baird Hassan Ahmed - Alembic Global Jeff Zekauskas - JP Morgan John Roberts - Credit Suisse Josh Spector - UBS Kevin McCarthy - Vertical Research Partners Kie ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Other J ...

Celanese Corporation (NYSE:CE) Q1 2022 Earnings Conference Call April 29, 2022 10:00 AM ET Company Participants Brandon Ayache - Vice President of Investor Relations Lori Ryerkerk - Chairman of the Board & Chief Executive Officer Scott Richardson - Chief Financial Officer Conference Call Participants Josh Spector - UBS P.J. Juvekar - Citi Jeff Zekauskas - JPMorgan. Vincent Andrews - Morgan Stanley Mike Sison - Wells Fargo Ghansham Panjabi - Baird Mike Leithead - Barclays Hassan Ahmed - Alembic Global David ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________________________ Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Commission File Number) 001-32410 CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) De ...