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Celanese Corp

For the period ended Jun 30, 2024. Filed Aug 2, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 2, 2024

CE$46.49-2.8%Stored close · as of Nov 6, 2026

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Item 1. Financial Statements

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months EndedJune 30,Six Months EndedJune 30,
2024202320242023
(In $ millions, except share and per share data)
Net sales2,6512,7955,2625,648
Cost of sales(2,010)(2,109)(4,067)(4,331)
Gross profit6416861,1951,317
Selling, general and administrative expenses(255)(274)(520)(559)
Amortization of intangible assets(38)(42)(79)(83)
Research and development expenses(33)(40)(67)(82)
Other (charges) gains, net(48)(10)(62)(33)
Foreign exchange gain (loss), net(9)15221
Gain (loss) on disposition of businesses and assets, net(8)—(9)5
Operating profit (loss)250335460586
Equity in net earnings (loss) of affiliates512310638
Non-operating pension and other postretirement employee benefit (expense) income2(2)4(1)
Interest expense(174)(182)(343)(364)
Interest income1072315
Dividend income - equity investments31316565
Other income (expense), net13425(2)
Earnings (loss) from continuing operations before tax183216340337
Income tax (provision) benefit(29)4(62)(21)
Earnings (loss) from continuing operations154220278316
Earnings (loss) from operation of discontinued operations(1)—(1)(3)
Income tax (provision) benefit from discontinued operations—1—1
Earnings (loss) from discontinued operations(1)1(1)(2)
Net earnings (loss)153221277314
Net (earnings) loss attributable to noncontrolling interests2(1)(1)(3)
Net earnings (loss) attributable to Celanese Corporation155220276311
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations156219277313
Earnings (loss) from discontinued operations(1)1(1)(2)
Net earnings (loss)155220276311
Earnings (loss) per common share - basic
Continuing operations1.432.012.542.88
Discontinued operations(0.01)0.01(0.01)(0.02)
Net earnings (loss) - basic1.422.022.532.86
Earnings (loss) per common share - diluted
Continuing operations1.422.002.532.86
Discontinued operations(0.01)0.01(0.01)(0.01)
Net earnings (loss) - diluted1.412.012.522.85
Weighted average shares - basic109,314,411108,886,678109,191,736108,761,071
Weighted average shares - diluted109,547,401109,306,331109,523,364109,281,364

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

Three Months EndedJune 30,Six Months EndedJune 30,
2024202320242023
(In $ millions)
Net earnings (loss)153221277314
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)(7)(201)(61)(188)
Gain (loss) on derivative hedges12—144
Pension and postretirement benefits—1(1)—
Total other comprehensive income (loss), net of tax5(200)(48)(184)
Total comprehensive income (loss), net of tax15821229130
Comprehensive (income) loss attributable to noncontrolling interests2(1)(1)(3)
Comprehensive income (loss) attributable to Celanese Corporation16020228127

UNAUDITED CONSOLIDATED BALANCE SHEETS

As of June 30, 2024As of December 31,2023
(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents1,1851,805
Trade receivables - third party and affiliates1,2641,243
Non-trade receivables, net662541
Inventories2,4642,357
Other assets329272
Total current assets5,9046,218
Investments in affiliates1,2151,220
Property, plant and equipment (net of accumulated depreciation - 2024: $4,359; 2023: $4,080)5,3825,584
Operating lease right-of-use assets381422
Deferred income taxes1,6081,677
Other assets579524
Goodwill6,8996,977
Intangible assets, net3,8443,975
Total assets25,81226,597
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates1,9771,383
Trade payables - third party and affiliates1,5381,510
Other liabilities1,1061,154
Income taxes payable525
Total current liabilities4,6264,072
Long-term debt, net of unamortized deferred financing costs11,05812,301
Deferred income taxes1,039999
Uncertain tax positions292300
Benefit obligations435457
Operating lease liabilities282325
Other liabilities471591
Commitments and Contingencies
Shareholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2024 and 2023: 0 issued and outstanding)——
Common stock, $0.0001 par value, 400,000,000 shares authorized (2024: 170,799,809 issued and 109,262,563 outstanding; 2023: 170,476,740 issued and 108,906,426 outstanding)——
Treasury stock, at cost (2024: 61,537,246 shares; 2023: 61,570,314 shares)(5,487)(5,488)
Additional paid-in capital394394
Retained earnings13,05112,929
Accumulated other comprehensive income (loss), net(792)(744)
Total Celanese Corporation shareholders' equity7,1667,091
Noncontrolling interests443461
Total equity7,6097,552
Total liabilities and equity25,81226,597

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30,
2024 · 2023
Shares · Amount · Shares · Amount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period109,210,286—108,786,738—
Stock option exercises1,292———
Stock awards50,985—60,697—
Balance as of the end of the period109,262,563—108,847,435—
Treasury Stock
Balance as of the beginning of the period61,570,314(5,488)61,661,493(5,491)
Issuance of treasury stock under stock plans(33,068)1(50,092)1
Balance as of the end of the period61,537,246(5,487)61,611,401(5,490)
Additional Paid-In Capital
Balance as of the beginning of the period383365
Stock-based compensation, net of tax1118
Balance as of the end of the period394383
Retained Earnings
Balance as of the beginning of the period12,97311,289
Net earnings (loss) attributable to Celanese Corporation155220
Common stock dividends(77)(76)
Balance as of the end of the period13,05111,433
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(797)(502)
Other comprehensive income (loss), net of tax5(200)
Balance as of the end of the period(792)(702)
Total Celanese Corporation shareholders' equity7,1665,624
Noncontrolling Interests
Balance as of the beginning of the period460469
Net earnings (loss) attributable to noncontrolling interests(2)1
Other comprehensive income (loss), net of tax(1)—
Distributions/dividends to noncontrolling interests(14)(6)
Balance as of the end of the period443464
Total equity7,6096,088

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30,
2024 · 2023
Shares · Amount · Shares · Amount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period108,906,426—108,473,932—
Stock option exercises9,239———
Stock awards346,898—373,503—
Balance as of the end of the period109,262,563—108,847,435—
Treasury Stock
Balance as of the beginning of the period61,570,314(5,488)61,661,493(5,491)
Issuance of treasury stock under stock plans(33,068)1(50,092)1
Balance as of the end of the period61,537,246(5,487)61,611,401(5,490)
Additional Paid-In Capital
Balance as of the beginning of the period394372
Stock-based compensation, net of tax(1)11
Stock option exercises, net of tax1—
Balance as of the end of the period394383
Retained Earnings
Balance as of the beginning of the period12,92911,274
Net earnings (loss) attributable to Celanese Corporation276311
Common stock dividends(154)(152)
Balance as of the end of the period13,05111,433
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(744)(518)
Other comprehensive income (loss), net of tax(48)(184)
Balance as of the end of the period(792)(702)
Total Celanese Corporation shareholders' equity7,1665,624
Noncontrolling Interests
Balance as of the beginning of the period461468
Net earnings (loss) attributable to noncontrolling interests13
Other comprehensive income (loss), net of tax(1)—
Distributions/dividends to noncontrolling interests(18)(7)
Balance as of the end of the period443464
Total equity7,6096,088

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months EndedJune 30,
20242023
(In $ millions)
Operating Activities
Net earnings (loss)277314
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments5—
Depreciation, amortization and accretion425359
Pension and postretirement net periodic benefit cost37
Pension and postretirement contributions(25)(24)
Deferred income taxes, net4(3)
(Gain) loss on disposition of businesses and assets, net8(4)
Stock-based compensation2032
Undistributed earnings in unconsolidated affiliates(10)(15)
Other, net4(4)
Operating cash provided by (used in) discontinued operations(9)(4)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net(37)(10)
Inventories(143)220
Other assets(29)187
Trade payables - third party and affiliates99(211)
Other liabilities(199)(178)
Net cash provided by (used in) operating activities393666
Investing Activities
Capital expenditures on property, plant and equipment(242)(309)
Proceeds from sale of businesses and assets, net(4)9
Settlement of cross-currency swap agreement17—
Other, net(13)(41)
Net cash provided by (used in) investing activities(242)(341)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less8(300)
Proceeds from short-term borrowings160349
Repayments of short-term borrowings(418)(370)
Proceeds from long-term debt183—
Repayments of long-term debt(485)(13)
Stock option exercises1—
Common stock dividends(154)(152)
Distributions/dividends to noncontrolling interests(18)(7)
Other, net(25)(23)
Net cash provided by (used in) financing activities(748)(516)
Exchange rate effects on cash and cash equivalents(23)(21)
Net increase (decrease) in cash and cash equivalents(620)(212)
Cash and cash equivalents as of beginning of period1,8051,508
Cash and cash equivalents as of end of period1,1851,296

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

  1. Description of the Company and Basis of Presentation

Description of the Company

Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's 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.

Definitions

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.

Basis of Presentation

The unaudited interim consolidated financial statements for the three and six months ended June 30, 2024 and 2023 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2023, filed on February 23, 2024 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year.

In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.

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 noncontrolling interests.

Estimates and Assumptions

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. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.

  1. Recent Accounting Pronouncements

The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by Securities and Exchange Commission ("SEC"):

Standard/Final RuleDescriptionEffective DateEffect on the Financial Statements or Other Significant Matters
In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.The final rule will require the disclosure of Scope 1 and Scope 2 greenhouse gas emissions, if material, which will be subject to phased-in assurance requirements, governance of climate-related risks, risk management processes and climate-related targets and goals. Within the notes to financial statements, the final rule requires disclosure of certain climate-related financial statement effects and metrics.Phased-in and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The SEC stayed the effectiveness of the final rule in April 2024 pending judicial review.The Company is currently evaluating the impact of the adoption on its financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.The new guidance requires an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign and income tax expense (benefit) from continuing operations disaggregated by federal (national), state and foreign.Effective for annual periods beginning after December 15, 2024. Early adoption is permitted.The Company is currently evaluating the impact of the adoption on its financial statement disclosures.
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures.The new guidance requires an entity to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within segment profit or loss, as well as an amount of other segment items by reportable segment and a description of its composition. Additionally, the guidance requires an entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption.Effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted.The Company is currently evaluating the impact of the adoption on its financial statement disclosures.
  1. Acquisitions, Dispositions and Plant Closures

Acquisitions

Nutrinova Joint Venture

In September 2023, the Company formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. The Company contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of its food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. The Company is accounting for its interest in the joint venture as an equity method investment, and its portion of the results continues to be included in the Engineered Materials segment. A gain on the transaction of $515 million was included in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations for the year ended December 31, 2023.

Plant Closures

Uentrop, Germany

In October 2023, the Company announced the intended closure of its Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at its facility in Uentrop, Germany to optimize production costs across its global network. These operations are included in the Company's Engineered Materials segment. The Company fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the six months ended June 30, 2024.

The exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany were as follows:

Six Months EndedJune 30, 2024
(In $ millions)
Restructuring(1)14
Accelerated depreciation expense(2)34
Total48

(1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations (Note 18).

(2)Included in Cost of sales in the unaudited interim consolidated statements of operations.

The Company expects to incur additional exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany of approximately $11 million, inclusive of estimated employee termination costs, through 2027.

Mechelen, Belgium

On February 29, 2024, the Company announced the intended closure of its facility in Mechelen, Belgium to optimize production costs across its global network. This operation is included in the Company's Engineered Materials segment. The Company plans to cease operations in the fourth quarter of 2024.

The exit and shutdown costs related to the closure of the facility in Mechelen, Belgium were as follows:

Six Months EndedJune 30, 2024
(In $ millions)
Restructuring(1)26
Accelerated depreciation expense(2)20
Total46

(1)Included in Other (charges) gains, net in the unaudited interim consolidated statements of operations (Note 18).

(2)Included in Cost of sales in the unaudited interim consolidated statements of operations.

The Company expects to incur additional exit and shutdown costs related to the closure of the facility in Mechelen, Belgium of approximately $68 million, inclusive of estimated employee termination costs, through 2028.

  1. Inventories
As of June 30, 2024As of December 31,2023
(In $ millions)
Finished goods1,7321,604
Work-in-process140160
Raw materials and supplies592593
Total2,4642,357
  1. Goodwill and Intangible Assets, Net

Goodwill

EngineeredMaterialsAcetyl ChainTotal
(In $ millions)
As of December 31, 20236,6023756,977
Exchange rate changes(71)(7)(78)
As of June 30, 2024(1)6,5313686,899

(1)There wereno accumulated impairment losses as of June 30, 2024.

Intangible Assets, Net

Finite-lived intangible assets are as follows:

LicensesCustomer-RelatedIntangibleAssetsDevelopedTechnologyCovenantsNot toCompeteand OtherTotal
(In $ millions)
Gross Asset Value
As of December 31, 2023412,437601553,134
Exchange rate changes(1)(43)(3)—(47)
As of June 30, 2024402,394598553,087
Accumulated Amortization
As of December 31, 2023(38)(639)(95)(42)(814)
Amortization—(58)(21)—(79)
Exchange rate changes—133117
As of June 30, 2024(38)(684)(113)(41)(876)
Net book value21,710485142,211

Indefinite-lived intangible assets are as follows:

Trademarksand Trade Names
(In $ millions)
As of December 31, 20231,655
Exchange rate changes(22)
As of June 30, 20241,633

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

Estimated amortization expense for the succeeding five fiscal years is as follows:

(In $ millions)
2025161
2026160
2027160
2028160
2029155
  1. Current Other Liabilities
As of June 30, 2024As of December 31,2023
(In $ millions)
Benefit obligations (Note 8)2525
Customer rebates5596
Derivatives (Note 12)8590
Interest (Note 7)244246
Legal (Note 14)1034
Operating leases8689
Restructuring (Note 18)5218
Salaries and benefits146175
Sales and use tax/foreign withholding tax payable152128
Investment in affiliates9696
Other155157
Total1,1061,154
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.