Celanese Corp - Quarter Report: 2024 June (Form 10-Q)

Other assets Total current assets Investments in affiliates

Property, plant and equipment (net of accumulated depreciation - 2024: $; 2023: $)

Operating lease right-of-use assets Deferred income taxes Other assets Goodwill Intangible assets, net Total assets LIABILITIES AND EQUITYCurrent Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates Trade payables - third party and affiliates Other liabilities Income taxes payable Total current liabilities Long-term debt, net of unamortized deferred financing costs Deferred income taxes Uncertain tax positions Benefit obligations Operating lease liabilities Other liabilities Commitments and Contingencies par value, shares authorized (2024 and 2023: issued and outstanding)

Common stock, $ par value, shares authorized (2024: issued and outstanding; 2023: issued and outstanding)

Treasury stock, at cost (2024: shares; 2023: shares)

()()Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss), net()()Total Celanese Corporation shareholders' equity Noncontrolling interests Total equity Total liabilities and equity

See the accompanying notes to the unaudited interim consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30,

2024

2023

Amount

(In $ millions, except share data)

Common Stock

Balance as of the beginning of the period

Stock option exercises

Stock awards

Balance as of the end of the period

Treasury Stock

Balance as of the beginning of the period

()

Issuance of treasury stock under stock plans

()

Balance as of the end of the period

()

Additional Paid-In Capital

Balance as of the beginning of the period

Stock-based compensation, net of tax

Balance as of the end of the period

Retained Earnings

Balance as of the beginning of the period

Net earnings (loss) attributable to Celanese Corporation

Common stock dividends

()

Balance as of the end of the period

Accumulated Other Comprehensive Income (Loss), Net

Balance as of the beginning of the period

()

Other comprehensive income (loss), net of tax

()

Balance as of the end of the period

()

Total Celanese Corporation shareholders' equity

Noncontrolling Interests

Balance as of the beginning of the period

Net earnings (loss) attributable to noncontrolling interests

()

Other comprehensive income (loss), net of tax

()

Distributions/dividends to noncontrolling interests

()

Balance as of the end of the period

Total equity

See the accompanying notes to the unaudited interim consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30,

2024

2023

Amount

(In $ millions, except share data)

Common Stock

Balance as of the beginning of the period

Stock option exercises

Stock awards

Balance as of the end of the period

Treasury Stock

Balance as of the beginning of the period

()

Issuance of treasury stock under stock plans

()

Balance as of the end of the period

()

Additional Paid-In Capital

Balance as of the beginning of the period

Stock-based compensation, net of tax

()

Stock option exercises, net of tax

Balance as of the end of the period

Retained Earnings

Balance as of the beginning of the period

Net earnings (loss) attributable to Celanese Corporation

Common stock dividends

()

Balance as of the end of the period

Accumulated Other Comprehensive Income (Loss), Net

Balance as of the beginning of the period

()

Other comprehensive income (loss), net of tax

()

Balance as of the end of the period

()

Total Celanese Corporation shareholders' equity

Noncontrolling Interests

Balance as of the beginning of the period

Net earnings (loss) attributable to noncontrolling interests

Other comprehensive income (loss), net of tax

()

Distributions/dividends to noncontrolling interests

()

Balance as of the end of the period

Total equity

See the accompanying notes to the unaudited interim consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

)


	Six Months Ended June 30,
	2024	2023
	(In $ millions)
Operating Activities
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments
Depreciation, amortization and accretion
Pension and postretirement net periodic benefit cost
Pension and postretirement contributions	()	()
Deferred income taxes, net		()
(Gain) loss on disposition of businesses and assets, net		()
Stock-based compensation
Undistributed earnings in unconsolidated affiliates	()	()
Other, net		()
Operating cash provided by (used in) discontinued operations	()	()
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	()	()
Inventories	()
Other assets	()
Trade payables - third party and affiliates		()
Other liabilities	()	()
Net cash provided by (used in) operating activities
Investing Activities
Capital expenditures on property, plant and equipment	()	()
Proceeds from sale of businesses and assets, net	()
Settlement of cross-currency swap agreement
Other, net	()	()
Net cash provided by (used in) investing activities	()	()
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less		()
Proceeds from short-term borrowings
Repayments of short-term borrowings	()	()
Proceeds from long-term debt
Repayments of long-term debt	()	()
Stock option exercises
Common stock dividends	()	()
Distributions/dividends to noncontrolling interests	()	()

LicensesCustomer-
Related
Intangible
AssetsDeveloped
TechnologyCovenants
Not to
Compete
and Other

During the six months ended June 30, 2024, the Company did renew or extend any intangible assets.

2026 2027 2028 2029

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Customer rebates

Derivatives (Note 12)

Interest (Note 7)

Legal (Note 14)

Operating leases

Restructuring (Note 18)

Salaries and benefits Sales and use tax/foreign withholding tax payable Investment in affiliates Other Total

Short-term borrowings, including amounts due to affiliates(1)

Revolving credit facilities(2)

Total

______________________________

(1)% and % as of June 30, 2024 and December 31, 2023, respectively.

(2)% and % as of June 30, 2024 and December 31, 2023, respectively.

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Senior unsecured notes due 2024, interest rate of %

Senior unsecured notes due 2025, interest rate of %

Senior unsecured notes due 2026, interest rate of %

Senior unsecured notes due 2027, interest rate of %

Senior unsecured term loan due 2027(1)

Senior unsecured notes due 2028, interest rate of %

Senior unsecured notes due 2029, interest rate of %

Senior unsecured notes due 2030, interest rate of %

Senior unsecured notes due 2032, interest rate of %

Senior unsecured notes due 2033, interest rate of %

Pollution control and industrial revenue bonds due at various dates through 2030(2)

Bank loans due at various dates through 2030(3)

The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness, including the payment in full of the 364-day Term Loans and certain 3-year term loans pursuant to a term loan credit agreement entered into in September 2022.

Accounts Receivable Purchasing Facility

In June 2023, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2025. Under the Amended Receivables Purchase Agreement, transfers of U.S. accounts receivable from the SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the U.S. accounts receivable to the SPE. The Company and related subsidiaries have no continuing involvement in the transferred U.S. accounts receivable, other than collection and administrative responsibilities and, once sold, the U.S. accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at % of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $ million and $ billion of accounts receivable under this agreement for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $ million and $ billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $ million were pledged by the SPE as collateral to the Purchasers as of June 30, 2024.

Factoring and Discounting Agreements

The Company has factoring agreements in Europe and Singapore with financial institutions to sell % and % of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell % of certain accounts receivable on a limited recourse basis. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables,

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million and $ million of accounts receivable under these factoring agreements for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $ million and $ million of accounts receivable sold under these factoring agreements during the same periods.

The Company has master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $ million and $ million from the accounts receivable transferred under the Master Discounting Agreements as of June 30, 2024 and December 31, 2023, respectively.

Covenants

The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.

The Company is in compliance with the covenants in its material financing arrangements as of June 30, 2024.

Interest cost

Expected return on plan assets

() () () ()

The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity.

The Company did repurchase any Common Stock during the six months ended June 30, 2024 or 2023.

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()()() ()Gain (loss) on derivative hedges () () Pension and postretirement benefits gain (loss) Total () () ()

)) ))

Six Months Ended June 30,

2024

2023

Gross
Amount

Income
Tax
(Provision)
Benefit

Net
Amount

Gross
Amount

Income
Tax
(Provision)
Benefit

Net
Amount

(In $ millions)

()

11.

()

The effective income tax rate for the three months ended June 30, 2024, was higher compared to the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions for the three months ended June 30, 2024, prior year non-recurring decreases in valuation allowances on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period for the three months ended June 30, 2023, and increased earnings in high-taxed jurisdictions related to improved economic conditions.

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12.

() Cost of salesInterest rate swaps ()()Interest expenseForeign currency forwards ()Cost of salesTotal ()()()Designated as Fair Value Hedges

Cross-currency swaps(1)

Foreign exchange gain (loss), netDesignated as Net Investment HedgesForeign currency denominated debt () N/A

Cross-currency swaps(2)

() N/ATotal () Not Designated as HedgesForeign currency forwards and swaps ()()Foreign exchange gain (loss), net; Other income (expense), net

______________________________

(1) million of the issued notes into a Japanese yen-denominated borrowing at prevailing yen interest rates, maturing on July 15, 2029. The swap qualifies and has been designated as a fair value hedge of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary.

billion of the issued notes into -year and -year euro-denominated borrowings at prevailing euro interest rates, maturing on November 15, 2028 and November 15, 2030, respectively. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its euro-denominated subsidiary.

(2) billion senior unsecured notes due 2033 (Note 7) into Chinese yuan-denominated borrowings at prevailing yuan interest rates, maturing on November 15, 2033. The swaps qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries.

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()() Cost of salesInterest rate swaps ()()Interest expenseForeign currency forwards ()Cost of salesTotal ()()()Designated as Fair Value Hedges

Cross-currency swaps(1)

Foreign exchange gain (loss), net

Designated as Net Investment Hedges

Foreign currency denominated debt () N/A

Cross-currency swaps(2)

() N/ATotal () Not Designated as HedgesForeign currency forwards and swaps () Foreign exchange gain (loss), net; Other income (expense), net ) )() () )() ()

______________________________

(1)

(2) million and $ million for the six months ended June 30, 2024 and 2023, respectively.

16.

billion of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $ million of its remaining performance obligations as Net sales in 2024, $ million in 2025, $ million in 2026 and the balance thereafter.

Contract Balances

Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the unaudited consolidated balance sheets.

The Company does have any material contract assets as of June 30, 2024.

Disaggregated Revenue

In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations.

The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects that are solutions-based and are tailored to each customer's unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications. Therefore, the Company is agnostic toward products and end-use markets for the Engineered Materials business segment.

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Europe and Africa Asia-Pacific South America Total Acetyl ChainNorth America Europe and Africa Asia-Pacific South America

Total(1)

______________________________

(1) million and $ million for the three months ended June 30, 2024 and 2023, respectively. Excludes intersegment sales of $ million and $ million for the six months ended June 30, 2024 and 2023, respectively.

17.

Earnings (loss) from discontinued operations() ()()Net earnings (loss) Weighted average shares - basic

Incremental shares attributable to equity awards(1)

Weighted average shares - diluted

______________________________

(1) and shares of Common Stock for the three months ended June 30, 2024 and 2023, respectively; and and equity award shares for the three months ended June 30, 2024 and 2023, respectively, as their effect would have been antidilutive. Excludes stock options to purchase and shares of Common Stock for the six months ended June 30, 2024 and 2023, respectively; and and equity award shares for the six months ended June 30, 2024 and 2023, respectively, as their effect would have been antidilutive.

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18.

)()()()Asset impairments() () ) ()

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2023 filed on February 23, 2024 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2023 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2023 Form 10-K.

Forward-Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.

Risk Factors

See Part I - Item 1A. Risk Factors of our 2023 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:

•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 timely or effectively continue to integrate the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition") in order to realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;

•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;

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•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 our 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 us;

•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;

•changes in currency exchange rates and interest rates; and

•various other factors, both referenced and not referenced in this Quarterly Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.

Overview

We are a global chemical and specialty materials company. We are a leading global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles.

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Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.

Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.

Results of Operations

Financial Highlights


	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023		Change	2024		2023		Change
	(unaudited)
	(In $ millions, except percentages)
Statement of Operations Data
Net sales	2,651		2,795		(144)	5,262		5,648		(386)
Gross profit	641		686		(45)	1,195		1,317		(122)
Selling, general and administrative ("SG&A") expenses	(255)		(274)		19	(520)		(559)		39
Other (charges) gains, net	(48)		(10)		(38)	(62)		(33)		(29)
Gain (loss) on disposition of businesses and assets, net	(8)		—		(8)	(9)		5		(14)
Operating profit (loss)	250		335		(85)	460		586		(126)
Equity in net earnings (loss) of affiliates	51		23		28	106		38		68
Non-operating pension and other postretirement employee benefit (expense) income	2		(2)		4	4		(1)		5
Interest expense	(174)		(182)		8	(343)		(364)		21

Interest income	10		7		3	23		15		8
Dividend income - equity investments	31		31		—	65		65		—
Earnings (loss) from continuing operations before tax	183		216		(33)	340		337		3
Earnings (loss) from continuing operations	154		220		(66)	278		316		(38)
Earnings (loss) from discontinued operations	(1)		1		(2)	(1)		(2)		1
Net earnings (loss)	153		221		(68)	277		314		(37)
Net earnings (loss) attributable to Celanese Corporation	155		220		(65)	276		311		(35)
Other Data
Depreciation and amortization	192		172		20	413		344		69
SG&A expenses as a percentage of Net sales	9.6	%	9.8	%		9.9	%	9.9	%
Operating margin(1)	9.4	%	12.0	%		8.7	%	10.4	%

Other (charges) gains, net
Restructuring	(43)		(10)		(33)	(57)		(33)		(24)

Asset impairments	(5)		—		(5)	(5)		—		(5)

Consolidated Results

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

Net sales decreased $144 million, or 5%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower pricing, driven by our Acetyl Chain segment due to a more balanced global demand and supply environment, as well as our Engineered Materials segment due to competitive markets, decreased energy surcharges and product mix;

•lower volume in our Engineered Materials segment, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), as well as lower volume for acetate tow within our Acetyl Chain segment primarily in Asia; and

•an unfavorable currency impact, primarily resulting from a weaker Chinese Yuan ("CNY") and Japanese Yen ("JPY") relative to the U.S. dollar;

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partially offset by:

•higher volume in our Acetyl Chain segment for most of our products, primarily vinyl acetate monomer ("VAM") and emulsion polymers in Europe and Asia, respectively.

Operating profit decreased $85 million, or 25%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales across our segments;

•an unfavorable impact of $38 million to Other (charges) gains, net primarily related to restructuring costs in our Engineered Materials segment for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

•higher accelerated depreciation expense of $11 million in our Engineered Materials segment, primarily related to the previously announced closure of our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•lower raw materials costs in our Engineered Materials and Acetyl Chain segments;

•lower spending in our Engineered Materials segment primarily driven by a reduction in distribution and administrative costs; and

•lower functional spending and incentive compensation costs in our Other Activities segment.

Equity in net earnings (loss) of affiliates increased $28 million or 122%, for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $15 million primarily due to increased restructuring costs incurred in the three months ended June 30, 2023; and

•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher methyl tertiary-butyl ether ("MTBE") volume and margin, partially offset by lower methanol sales volume.

Our effective income tax rate for the three months ended June 30, 2024 was 16% compared to a tax benefit of 2% for the same period in 2023, primarily due to non-recurring tax effects related to internal debt restructuring transactions for the three months ended June 30, 2024, prior year non-recurring decreases in valuation allowances on U.S. foreign tax credit carryforwards due to changes in forecasted foreign sourced income and expenses during the carryforward period for the three months ended June 30, 2023, and increased earnings in high-taxed jurisdictions related to improved economic conditions. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

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

Net sales decreased $386 million, or 7%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar;

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partially offset by:

•higher volume in our Acetyl Chain segment for most of our products, primarily acid and VAM in Asia.

Operating profit decreased $126 million, or 22%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales across our segments;

•higher accelerated depreciation expense of $56 million in our Engineered Materials segment, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

•higher spending in our Acetyl Chain segment of $49 million, primarily as a result of plant turnaround costs related to our joint venture, Fairway Methanol LLC, and inventory impacts of increased demand in downstream derivative products;

•an unfavorable impact of $29 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, partially offset by decreased restructuring costs for Company-wide business optimization projects (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

•higher functional spending of $13 million in our Other Activities segment, primarily due to costs arising from IT integration activities;

partially offset by:

•lower raw materials costs in our Engineered Materials and Acetyl Chain segments;

•lower spending in our Engineered Materials segment primarily driven by a reduction in distribution and administrative costs; and

•lower merger and acquisition project spending and incentive compensation costs of $18 million in our Other Activities segment.

Equity in net earnings (loss) of affiliates increased $68 million or 179%, for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•an increase in earnings from our Mylar Specialty Films (formally DuPont Teijin Films) strategic affiliates of $33 million primarily due to increased restructuring costs incurred in the six months ended June 30, 2023; and

•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume.

Our effective income tax rate for the six months ended June 30, 2024 was 18% compared to 6% for the same period in 2023. The higher effective income tax rate was primarily due to non-recurring tax effects related to internal debt restructuring transactions and increased earnings in high-taxed jurisdictions related to improved economic conditions. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

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Business Segments

Engineered Materials


	Three Months Ended June 30,				Change	% Change		Six Months Ended June 30,				Change	% Change
	2024		2023					2024		2023
	(unaudited)
	(In $ millions, except percentages)
Net sales	1,467		1,585		(118)	(7.4)	%	2,845		3,215		(370)	(11.5)	%
Net Sales Variance
Volume	(2)	%						(4)	%
Price	(4)	%						(7)	%
Currency	(1)	%						(1)	%

Other (charges) gains, net	(43)		(8)		(35)	(437.5)	%	(54)		(29)		(25)	(86.2)	%

Operating profit (loss)	138		158		(20)	(12.7)	%	227		270		(43)	(15.9)	%
Operating margin	9.4	%	10.0	%				8.0	%	8.4	%
Equity in net earnings (loss) of affiliates	47		18		29	161.1	%	96		29		67	231.0	%

Depreciation and amortization	121		112		9	8.0	%	268		224		44	19.6	%

Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.

The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw materials costs through appropriate pricing actions.

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

Net sales decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower pricing for most of our products, primarily due to competitive markets, decreased energy surcharges, and product mix;

•lower volume, primarily driven by the formation of the Nutrinova joint venture (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), partially offset by higher volume, principally in polyoxymethylene ("POM"), in Europe and Asia; and

•an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar.

Operating profit decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales;

•an unfavorable impact of $35 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany (see Note 18 - Other (Charges ) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

•higher accelerated depreciation expense of $11 million, primarily related to the previously announced closure of our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

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partially offset by:

•lower raw materials costs for most of our products; and

•lower spending of $40 million, primarily driven by a reduction in distribution and administrative costs.

Equity in net earnings (loss) of affiliates increased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume.

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

Net sales decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower pricing for most of our products, primarily due to competitive markets, product mix, and decreased energy surcharges;

•an unfavorable currency impact, primarily resulting from a weaker CNY and JPY relative to the U.S. dollar.

Operating profit decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales;

•higher accelerated depreciation expense of $56 million, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and

•an unfavorable impact of $25 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, partially offset by decreased restructuring costs for Company-wide business optimization projects (see Note 18 - Other (Charges ) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•lower raw materials costs for most of our products; and

•lower spending of $75 million, primarily driven by a reduction in distribution and administrative costs.

Equity in net earnings (loss) of affiliates increased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of higher MTBE volume and margin, partially offset by lower methanol sales volume.

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Acetyl Chain


	Three Months Ended June 30,				Change	% Change		Six Months Ended June 30,				Change	% Change
	2024		2023					2024		2023
	(unaudited)
	(In $ millions, except percentages)
Net sales	1,202		1,233		(31)	(2.5)	%	2,463		2,483		(20)	(0.8)	%
Net Sales Variance
Volume	4	%						7	%
Price	(6)	%						(8)	%
Currency	(1)	%						—	%


Operating profit (loss)	242		295		(53)	(18.0)	%	496		573		(77)	(13.4)	%
Operating margin	20.1	%	23.9	%				20.1	%	23.1	%

Dividend income - equity investments	30		30		—	—	%	64		63		1	1.6	%
Depreciation and amortization	61		54		7	13.0	%	118		108		10	9.3	%

Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives, and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors.

The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw materials costs over months or quarters.

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

Net sales decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower pricing for our products due to a more balanced global demand and supply environment; and

•lower volume for acetate tow primarily in Asia due to reduced seasonality;

partially offset by:

•higher volume for most of our products, primarily VAM and emulsion polymers in Europe and Asia, respectively.

Operating profit decreased for the three months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales;

partially offset by:

•lower raw materials and sourcing costs, primarily for methanol and carbon monoxide.

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

Net sales decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower pricing for our products due to a more balanced global demand and supply environment; and

•lower volume for acetate tow primarily in Asia due to reduced seasonality;

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partially offset by:

•higher volume for most of our products, primarily acid and VAM in Asia.

Operating profit decreased for the six months ended June 30, 2024 compared to the same period in 2023, primarily due to:

•lower Net sales; and

•higher spending of $49 million, primarily as a result of plant turnaround costs related to our joint venture, Fairway Methanol LLC, and inventory impacts of increased demand in downstream derivative products;

partially offset by:

•lower raw materials and sourcing costs, primarily for carbon monoxide, methanol and ethanol.

Other Activities


	Three Months Ended June 30,		Change	% Change		Six Months Ended June 30,		Change	% Change
	2024	2023				2024	2023
	(unaudited)
	(In $ millions, except percentages)

Operating profit (loss)	(130)	(118)	(12)	(10.2)	%	(263)	(257)	(6)	(2.3)	%

There have been no material changes to our debt or other obligations described in our 2023 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.

•Accounts Receivable Purchasing Facility

In June 2023, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $728 million and $1.4 billion of accounts receivable under this agreement for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $710 million and $1.3 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $136 million were pledged by the SPE as collateral to the Purchasers as of June 30, 2024.

•Factoring and Discounting Agreements

We have factoring agreements in Europe, Singapore and China with financial institutions. We de-recognized $347 million and $423 million of accounts receivable under these factoring agreements for the six months ended June 30, 2024 and year ended December 31, 2023, respectively, and collected $264 million and $407 million of accounts receivable sold under these factoring agreements during the same periods.

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We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $64 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of June 30, 2024 and December 31, 2023, respectively.

Covenants

We are in compliance with the covenants in our material financing arrangements as of June 30, 2024.

See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information.

Guarantor Financial Information

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.

The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the U.S. Credit Agreements, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.

For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the U.S. Credit Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases.

The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.

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			Six Months Ended June 30, 2024
			(In $ millions)
			(unaudited)
Net sales to third parties			921
Net sales to non-guarantor subsidiaries			547
Total net sales			1,468
Gross profit			268
Earnings (loss) from continuing operations			(235)
Net earnings (loss)			(236)
Net earnings (loss) attributable to the Obligor Group			(236)


	As of June 30, 2024	As of December 31, 2023
	(In $ millions)
	(unaudited)
Receivables from non-guarantor subsidiaries	474	787
Other current assets	2,223	2,245
Total current assets	2,697	3,032
Goodwill	536	536
Other noncurrent assets	3,143	3,289
Total noncurrent assets	3,679	3,825
Current liabilities due to non-guarantor subsidiaries	3,626	2,993
Current liabilities due to affiliates	6	6
Other current liabilities	2,699	1,940
Total current liabilities	6,331	4,939
Noncurrent liabilities due to non-guarantor subsidiaries	3,347	3,365
Other noncurrent liabilities	11,490	13,007
Total noncurrent liabilities	14,837	16,372

Share Capital

On July 17, 2024, we declared a quarterly cash dividend of $0.70 per share on our Common Stock amounting to $76 million. The cash dividend will be paid on August 12, 2024 to holders of record as of July 30, 2024.

There have been no material changes to our share capital described in our 2023 Form 10-K other than those disclosed above and in Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements.

Contractual Obligations

We have not entered into any material off-balance sheet arrangements.

Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2023 Form 10-K.

Tax Return Audits

Our tax returns have been under joint audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority. In the second quarter of 2024, we advanced discussions with the German tax authority related to the German transfer pricing audit and recorded immaterial adjustments to our tax reserves related to these matters. In addition, our income tax returns in Mexico are under audit for the year 2018, in Canada for the years 2016 through 2022, and in the United States for the years 2016 through 2020. In August 2023, we negotiated a partial settlement with the Mexico tax authority for its audit for

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the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations for the year ended December 31, 2023. In September 2023, the Canadian tax authority opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. The audit in the United States for the years 2016 through 2020 is in the data gathering phase. As of June 30, 2024, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations by government authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the government authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Business Environment

We experienced challenging demand conditions across several end-markets. We continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain. Demand conditions and incremental industry production capacity resulted in elevated industry competitive dynamics and continuing pricing pressure across end-markets. We expect demand challenges to persist and to pressure pricing, which effects we anticipate to be partially offset by improvement in input costs across the year.

Critical Accounting Policies and Estimates

Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2023 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2023 Form 10-K.

Recent Accounting Pronouncements

See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2023 Form 10-K. See also Note 12 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of June 30, 2024, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2023 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2023 Form 10-K for certain risk factors relating to these legal proceedings.

Item 1A. Risk Factors

In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not repurchase any Common Stock during the three months ended June 30, 2024. As of June 30, 2024, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program. See Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

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Item 5. Other Information

or any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K, except as described in the table below:

Type of Trading Arrangement

Name and Position

Action

Applicable Date

Rule 10b5-1*

Non-Rule 10b5-1**

Aggregate Number of Shares of Common Stock to be Sold

Aggregate Number of Shares of Common Stock to be Purchased

Duration of Trading Arrangement(1)

Adoption

—

August 19, 2024 – November 29, 2024

______________________________

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(1) The plan expires on November 29, 2024, or upon the earlier completion of all authorized transactions under the plan.

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Item 6. Exhibits(1)


Exhibit Number
						Description

3.1						Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 18, 2016).

3.1(a)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of April 21, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2016).

3.1(b)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of September 17, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 17, 2018).

3.1(c)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated April 18, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2019).

3.1(d)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated May 13, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 15, 2024).

3.2						Seventh Amended and Restated By-laws, amended effective November 2, 2022 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022).

10.1*‡						Form of 2024 Time-Ba sed Restricted Stock Unit Award Agreement (for non-em ployee directors).

22.1*						List of Guarantor Subsidiaries.

31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 has been formatted in Inline XBRL.

* Filed herewith.

‡ Indicates a management contract or compensatory plan or arrangement.

(1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.

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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 thereunto duly authorized.

CELANESE CORPORATION

By:

/s/ LORI J. RYERKERK

Lori J. Ryerkerk

Chair of the Board of Directors,

Chief Executive Officer and President

Date:

August 2, 2024

By:

/s/ CHUCK B. KYRISH

Chuck B. Kyrish

Senior Vice President and

Chief Financial Officer

Date:

August 2, 2024

Celanese Corp - Quarter Report: 2024 June (Form 10-Q)

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