8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 23, 2023

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices) (Zip Code)

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

N/A

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

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

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

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

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

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

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange
1.125% Senior Notes due 2023	CE /23	The New York Stock Exchange
1.250% Senior Notes due 2025	CE /25	The New York Stock Exchange
4.777% Senior Notes due 2026	CE /26A	The New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	The New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	The New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	The New York Stock Exchange

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

Emerging growth company  ☐

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

Item 7.01 Regulation FD Disclosure

On February 24, 2023, Lori J. Ryerkerk, Chair of the Board of Directors, Chief Executive Officer and President of Celanese Corporation (the "Company"), will make a presentation to investors and analysts via a webcast hosted by the Company at 10:00 a.m. ET (9:00 a.m. CT) regarding the Company's financial results for its fourth quarter and full year 2022. The webcast, press release and prepared remarks from management may be accessed on our website at investors.celanese.com under News & Events / Events Calendar. A copy of the prepared remarks posted for the webcast is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1(a) and is incorporated herein solely for purposes of this Item 7.01 disclosure. During the webcast, management may make, and management's prepared remarks contain, references to certain Non-US GAAP financial measures. Non-US GAAP financial measures appearing in management's prepared remarks are defined and reconciled to the most comparable US GAAP financial measure in our Non-US GAAP Financial Measures and Supplemental Information document furnished with this Current Report as Exhibit 99.2 (and available on our website) and is incorporated herein solely for purpose of this Item 7.01 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit<br>Number
	Description
99.1(a)		Prepared Remarks from Management dated February 23, 2023*
99.2		Non-US GAAP Financial Measures and Supplemental Information dated February 23, 2023*
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

* In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

SIGNATURES

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

CELANESE CORPORATION
By:	/s/ MICHAEL R. SULLIVAN
Name:	Michael R. Sullivan
Title:	Vice President, Deputy General Counsel and Assistant Corporate Secretary
Date:	February 23, 2023

3

Document

Exhibit 99.1(a)

Fourth Quarter 2022 Earnings Prepared Comments

Brandon Ayache, Celanese Corporation, Vice President, Investor Relations

This is the Celanese Corporation fourth quarter 2022 earnings prepared comments. The Celanese Corporation fourth quarter 2022 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a reminder, some of the matters discussed below may include forward-looking statements concerning, for example, our future objectives and plans. Please note the cautionary language contained at the end of these comments. Also, some of the matters discussed include references to non-GAAP financial measures. Explanations of these measures and reconciliations to the comparable GAAP measures are included on our investor relations website under Financial Information/Non-GAAP Financial Measures. The earnings release and non-GAAP information and the reconciliations are being furnished to the SEC in a Current Report on Form 8-K. These prepared comments are also being furnished to the SEC in a separate Current Report on Form 8-K.

On the earnings conference call tomorrow morning, management will be available to answer questions.

Lori Ryerkerk, Celanese Corporation, Chair of the Board and Chief Executive Officer

Today, I am pleased to report 2022 adjusted earnings of $15.88 per share, the second highest in our history, and free cash flow of $1.3 billion. Our 2022 adjusted earnings per share was within 12 percent of our all-time high delivered in 2021 and 44 percent higher than our next best year. Despite the impact of elevated volatility in 2022 across raw materials, energy, supply chain, and foreign currency as well as fourth quarter earnings that came in below our expectations, our teams continue to demonstrate a long-term underlying lift in the earnings power of Celanese.

Our teams executed on numerous strategic projects to support continued growth in our earnings power. To highlight a few achievements in 2022, we:

•announced the acquisition of the Mobility & Materials (M&M) business of DuPont and finalized pre-integration work and regulatory reviews to close within 9 months of signing;

•set new annual and quarterly adjusted EBIT records for Engineered Materials (EM) which were records even when excluding the earnings contribution from the Santoprene and M&M acquisitions;

•completed the full systems integration of Santoprene, less than a year after closing the transaction;

•completed the restructuring of KEPCO to a manufacturing joint venture and fully transitioned our half of commercial volumes to EM, enabling us to independently market this volume in our network;

•initiated and completed a strategic overhaul of the acetate flake and tow products as part of the Acetyl Chain (AC) which will deliver significant earnings expansion in 2023;

•successfully executed a series of transactions across the year to issue approximately $11 billion in debt in a particularly challenging debt market;

•substantially progressed on low-capital projects which will be complete this year and further elevate our Clear Lake site, including a new 1.3 million ton acetic acid facility and an expansion of our Fairway Methanol facility; and

•enhanced our sustainability as we launched several bio-based and recycled-content products, published an improved 2021-2022 Sustainability Report along with a comprehensive Sustainability Index, and lifted our third-party ESG ratings.

We demonstrated agility in navigating what was an exceptionally challenging end to 2022. Across the fourth quarter, and December in particular, our businesses faced a series of external headwinds including:

•customer destocking which accelerated across most products and applications as the quarter progressed;

•poor demand across Asia due to very limited construction activity that worsened with a resurgence of COVID across China;

•challenging competitive dynamics in Europe, particularly for EM, driven by an increase in Asian exports to the region; and

•Winter Storm Elliott which resulted in precautionary outages across our U.S. Gulf Coast production network in the second half of December.

Amid these dynamics, our teams delivered fourth quarter adjusted earnings per share of $1.44 (inclusive of approximately $0.20 per share of M&M transaction amortization1). While we successfully offset a significant portion of these headwinds, our fourth quarter results fell slightly short of our own expectations and 4 percent below our adjusted earnings per share guidance range. The extent and timing of these headwinds, particularly Winter Storm Elliott, were clearly unfortunate.

Our focus remains on building momentum. We are confident that the first quarter, particularly the back half of the quarter, will represent an inflection point across EM (both legacy EM and M&M) and AC. Many of the external challenges we have faced over the last few months are beginning to show signs of improvement and we are taking actions to address those which still persist today. We are also starting to see improvement in underlying business conditions. Our March order books are currently filling at a rate more consistent with past years and normalized demand conditions. We expect these real-time dynamics will translate into upward momentum from the end of the first quarter into the second quarter.

Let me talk through recent dynamics we are seeing across the first quarter of 2023 for each of our three overarching objectives.

The Acetyl Chain (AC) generated fourth quarter adjusted EBIT of $242 million and operating EBITDA of $294 million at margins of 21 and 26 percent, respectively. These results were delivered despite sequentially weaker demand and pricing conditions due to typical year-end seasonality, global destocking, and the resurgence of COVID in China as well as the impact of Winter Storm Elliot on our U.S. Gulf Coast production. I want to congratulate the AC team for delivering performance results in the upper half of our fourth quarter guidance range despite these macro headwinds. Their impressive full year result of over $1.8 billion in operating EBITDA is the second highest performance in AC history.

1 Calculated as intangible amortization from the M&M transaction divided by diluted weighted average shares outstanding

AC delivered resilient fourth quarter earnings that were better than the sub-foundational demand conditions warranted. In fact, our global volumes in the fourth quarter fell to similar demand levels experienced at the peak of COVID in the first half of 2020. Across the quarter we saw destocking to varying degrees across all three regions. The destocking was most pronounced in Europe where fourth quarter volume was the lowest in over a decade and was down by over 20 percent versus levels in the first half of 2022, before destocking started. In China, the destocking that began in the third quarter continued through the entirety of the fourth quarter and was amplified by a resurgence in COVID. In the Americas, where demand had been more resilient, we saw some customer destocking begin in December. Our fourth quarter earnings, which should represent a trough, is approximately $60 million higher than the previous trough we saw during the height of COVID in the second quarter of 2020, despite similar volume. As our team has demonstrated over the last decade, the peaks and troughs of AC earnings continue to be reset to new levels.

As a result of anemic demand and fairly stable industry supply, China acetic acid pricing remained at the cost curve across the quarter. While our China acetyls production was still profitable due to our technology, scale, and cost advantages, our fourth quarter average acetic acid variable margin in China was the lowest since the second quarter of 2017. In that quarter in 2017, legacy AC generated approximately $130 million in EBIT. By comparison, our performance in the fourth quarter demonstrates our improved ability to operate this business profitably in poor demand environments, due in part to our learnings from COVID. We have been decisive and agile in aligning our production with the needs of the market. At different points in the fourth quarter, we deliberately idled each of our five major acetyls production units in China. These actions were in addition to the Frankfurt VAM unit which we kept idle for the entirety of the quarter.

In late December, we also made the decision to proactively shut down all three of our U.S. Gulf Coast production sites ahead of Winter Storm Elliott. As a result of the storm, we lost over 130 kt of production across our most cost advantaged production facilities and faced widespread supply chain challenges. The total financial impact of the storm was roughly $15 million, including approximately $10 million for fixed overhead, freeze-related repairs, and restart costs which we excluded from our adjusted earnings. The remaining $5 million impact reflected lost sales within the last two weeks of the quarter. I thank our teams for taking action ahead of the storm to avoid any serious damage to our Gulf Coast network. The impacted facilities were all operating again at the start of the year and our team is flexing our global production network and sourcing to mitigate the impact of lost production on first quarter sales.

Finally, our acetate flake and tow products delivered fourth quarter variable margin contribution and dividends from affiliates that were largely in line with the third quarter. Looking forward, I am pleased to share that we have successfully completed our strategic overhaul of flake and tow and fully expect to deliver an earnings contribution from those products that will exceed our 2021 investor day guidance of $245 million in 2023. A majority of our contracts reset in January with restored margins as well as mechanisms in place that will protect our margins amid future cost variability. We have also restructured our volume commitments to allow us greater flexibility to operate flake and tow as derivatives of acetic acid, and to create additional opportunistic value across our now expanded AC network going forward.

As an additional expansion of our downstream AC network, we very recently completed an ultra-low capital project to unlock additional needed EVA capacity at our Edmonton facility. We successfully repurposed existing manufacturing and infrastructure assets that will provide approximately 35 percent of incremental EVA capacity to meet increasing demand, particularly in solar panels. The earnings contribution from that project will ramp up across the second quarter.

Looking forward, the challenging dynamics we saw across the fourth quarter and January appear to have hit an inflection point as we transition into March. In China, after seven consecutive months of deteriorating acetic acid prices, demand has stabilized coming out of Chinese New Year and destocking looks to be largely complete. China acetic acid pricing has improved by over 5 percent in recent weeks as we enter the season for scheduled industry turnarounds. In Europe, demand is also expected to improve sequentially and the March order book indicates demand patterns approaching historical levels. As a result, we are pleased to share that we have initiated the startup of our Frankfurt VAM plant and anticipate that it will be in operation by the end of the first quarter and contribute to earnings growth in the second quarter. Partially offsetting these regional improvements is accelerated destocking we are seeing in the Americas in paints and coatings and construction applications. Inclusive of these dynamics and a stronger order book across March, we expect AC to deliver first quarter adjusted EBIT between $275 and $300 million and a seasonally adjusted start to the year that is consistent with the foundational earnings power of the business that we have previously outlined.

Engineered Materials (EM) delivered fourth quarter adjusted EBIT of $138 million and operating EBITDA of $228 million, inclusive of contributions of $9 million and $56 million from M&M, respectively. EM fourth quarter net sales of $1.2 billion increased by 33 percent sequentially, primarily due to an M&M fourth quarter net sales contribution of $430 million. EM also reported a 34 percent sequential increase in volume, reflective of the impact of M&M volume in November and December and a 12 percent sequential volume decline in legacy EM. Exclusive of the contribution from M&M, EM fourth

quarter adjusted EBIT of $129 million declined by $77 million sequentially due to a $38 million sequential decline in affiliate earnings, weak underlying demand beyond normal seasonality, destocking across most end-markets, and challenging competitive dynamics in Europe. Despite these near-term headwinds, EM delivered full year adjusted EBIT of $779 million and operating EBITDA of $992 million, new records exceeding our previous records by over $80 million, respectively. To highlight the ongoing growth of our organic business, we also set records for those figures even when excluding 2022 contributions from the Santoprene and M&M acquisitions.

Let me cover these recent challenges in more detail, as well as what we are seeing that gives us confidence in earnings growth in the first quarter. To avoid confusion this quarter, my comments here will focus on the dynamics impacting the legacy EM business (prior to contributions by M&M). In the fourth quarter we had anticipated a high-single digit sequential volume decline due to the combination of seasonality and softer fundamental demand in some non-auto end-markets. As the quarter progressed, weak demand extended beyond normal seasonality (typically 5 percent of total volume) as a result of destocking along the value chain. Globally, virtually all of our key end-markets showed sequential volume declines led by industrial construction, electronics, and non-implant medical applications. Our teams worked to shift volumes across our diversified end-market base, but were limited by widespread destocking, particularly in December. Our medical implant business, which is tied to elective procedures, was an area of sequential volume growth in the fourth quarter, after returning to pre-COVID volumes in the third quarter.

In auto specifically, significant destocking, particularly in the Western Hemisphere, resulted in fourth quarter volume trends for EM that were below industry build rates. Auto dynamics in the quarter were very reminiscent of the fourth quarter of 2021, when auto builds sequentially improved but destocking occurred nonetheless. As with that quarter, we expect this auto destocking cycle to be relatively short-lived and expect EM to return to a cadence of outperforming underlying auto builds across 2023. Soft auto demand across the West was partially offset by Asia, where we delivered performance that surpassed China's sequential auto build rates. Our resilience in Asia continues to be supported by our penetration in the rapidly growing electric vehicle market. The continued strength of our auto business in Asia helped to offset softness in most other end-markets across that region.

Soft demand dynamics across Asia, which really accelerated in the third quarter with new COVID lockdowns in China, resulted in a glut of excess capacity in the region. With improved global supply chain conditions, this translated to significant volume of several polymers being shipped to Europe rather than meeting demand in Asia. While this impacted the supply and demand dynamics for many polymers in Europe in the fourth quarter, the most acute impact was on European POM because of its heavier reliance

on currently disadvantaged energy costs. Though our Frankfurt POM plant was still profitable, our pricing and energy surcharge were competitively challenged in certain standard applications where we elected to let volume go. Our team remained agile in selected areas to preserve our positions, which was a primary factor in EM pricing that declined 1 percent sequentially. We immediately reduced our operating rates in the fourth quarter to align with demand and to not build higher-cost inventory. We also accelerated a Frankfurt POM turnaround that was scheduled for 2023 into the fourth quarter to position us to capture incremental value when demand recovers. In January, natural gas prices fell and we are actively working to competitively position a lower energy surcharge. Additionally, we believe the supply and demand balances are improving in Asia coming out of Chinese New Year and anticipate that once shipments out of Asia fall, competitive dynamics in Europe should improve a few months later due to transit time.

We are encouraged by signs of demand improvement in our March order book. It appears that destocking activity in the Western Hemisphere is ramping down. As a result, in most non-auto applications we have line of sight, based on the March order book, of sequential volume growth in both Europe and the Americas from the fourth quarter. This will be partially offset by sequentially lower volume expected in Asia due to Chinese New Year. In automotive, relative to other end-markets, we anticipate some lingering impact of destocking in the first quarter, but still expect EM auto volumes to recover more in line with industry build rates. We remain optimistic in the medium to long-term outlook for global auto builds due to easing raw material constraints as well as the ability of OEMs to continue to trim record margin levels to incentivize demand if needed.

In the first quarter, we anticipate a sequential lift in EM adjusted EBIT of $40 to $50 million driven by both the legacy EM business as well as greater contributions from M&M. This would translate to an EM adjusted EBIT of $180 to $190 million which contemplates some residual destocking, lingering competitive challenges in Europe, and a $15 million sequential headwind in our medical implant business due to contract and order timing dynamics. We expect roughly flat contributions from our EM affiliates.

To summarize my business comments, we are starting to see an inflection at this point in the first quarter on which we will build. Despite challenging 2023 demand dynamics to date, we expect sequential earnings improvement across AC and EM (both legacy EM and M&M contribution) that gives us confidence in first quarter adjusted earnings per share of approximately $1.50 to $1.75 (inclusive of approximately $0.30 per share of M&M transaction amortization). This first quarter guidance is inclusive of anticipated first quarter net expenses of $105 to $115 million in Other Activities, which reflects the impact of M&M as well as an increase in pension expense across 2023.

Let me transition to our second objective of integrating and synergizing our acquisitions. We remain excited about the value creation opportunities presented by the M&M acquisition. We are aggressively addressing the near-term challenges in the acquired business and ensuring our actions are both expeditious and sustainable.

As with our legacy businesses, we expect the M&M fourth quarter contribution will represent a floor which will inflect upward in the first quarter and further accelerate in the second quarter.

Across November and December, the M&M acquisition contributed $39 million in EBITDA to Celanese, which was reflected in our reporting segments as a $56 million EBITDA contribution to EM and an alignment of $17 million in costs to Other Activities. The charge to Other Activities represents direct M&M costs across certain corporate and support functions and is consistent with our historical accounting for those types of costs.

The M&M business contributed $9 million in EBIT to EM across November and December. I will remind you that the M&M EBIT contribution was fully burdened by transaction amortization. We recently completed our work on the preliminary purchase price allocation and determined that total M&M depreciation and amortization (D&A) will be approximately $275 million in 2023, of which $121 million is transaction amortization. A similar rate of D&A was applied across November and December.

The fourth quarter earnings contribution from M&M was challenged as a result of several dynamics.

•Sequential M&M volume sold across all of the fourth quarter declined by 7 percent due primarily to demand softness and destocking in automotive in Asia and Europe.

•Adverse effects of a significant global fixed cost base that was broadly operating at lower production rates.

•As a result of M&M progressively building inventory across 2022, fourth quarter sales included higher cost inventory that reflected lagging raw material price dynamics. We expect the first quarter will be an inflection point as average cost of inventory starts to trend down.

•Increased production constraints for Vamac®, a high-value elastomer which is currently sold out.

•An $11 million sequential headwind due to foreign currency.

We are clearly starting from a more challenging place than we anticipated driven by unexpected underperformance of the acquired business, particularly late in the year, and higher than anticipated borrowing costs. The financial benefits of the actions our teams have completed position us to lift our sequential performance in the first quarter and build thereafter. Let me highlight what they are accomplishing.

•We trained the commercial team on the full product portfolio and have created a commercial pipeline approach to facilitate cross-selling of products while on different Customer Relationship Management (CRM) systems. We expect to start the second quarter on a single CRM, which will increase cross-selling.

•We have completed all necessary work to achieve targeted tax synergies from the acquisition, contributing to a projected Celanese adjusted tax rate of 13 percent in 2023. Our teams are identifying potential incremental opportunities beyond our original target for tax synergies.

•We have completed 12 office consolidations and expect to complete 6 more over the next 6 months where we have locations in close proximity to each other. These office moves have been done well ahead of lease termination dates. Savings from the completed consolidations will start contributing to earnings as leases expire during the second half of the year. In 2023, we expect our real estate synergies will deliver approximately $16 million in savings.

•We have finalized the senior leadership team (first two organizational levels) of the combined EM and M&M. Actions taken will drive an estimated $13 million in cost savings in 2023. We are rapidly progressing in organizational planning for the EM commercial and technology functions and expect that work to be finalized over the next few months and contribute meaningful savings starting in the second quarter.

•We are optimizing planning and production across the greater manufacturing network and relying more heavily on "make to order" production to begin drawing M&M inventory down to levels more in line with EM. The fourth quarter was the only quarter in 2022 where M&M saw a

reduction in the ending value of inventory, despite an average price per unit of inventory that was still rising. Across the first three quarters of 2022, M&M averaged an approximately 20 percent increase in total inventory each quarter.

•We have implemented uniform policies and approval processes for customer service requests across the organization. As an example, we expect less than $10 million in total Celanese air freight in 2023, compared to over $40 million in combined air freight in 2021, predominantly driven by M&M.

•We are currently actioning over 20 separate procurement projects, some of which will begin contributing synergy savings in the first quarter.

•We shut down our EM production facility in Silao, Mexico at the end of 2022 as a first step in optimizing the expanded global manufacturing network. That capacity is in the process of being moved to other facilities in the Americas.

•We have completed qualification work to begin in-sourcing a significant portion of M&M’s PA66 polymer production for legacy EM compounding. Cost savings from in-sourcing will increase as we complete qualification of certain grades in all regions during this year, and we consume remaining third-party PA66 in inventory.

•We are scouring through hundreds of third-party expenses (contractual and otherwise) impacting functional spend for services and subscriptions which are redundant or unnecessary. As just one example, we elected to not renew a professional auto racing sponsorship worth approximately $2 million a year.

•We are taking actions to relieve some of the production constraints for Vamac®, a specialty material which is currently sold-out, and expect additional production volume across 2023.

•We are working to exit individual transition service agreements with DuPont as rapidly as possible. We have already exited over a half dozen transition service agreements including trade compliance, consulting, and product stewardship for which our EM teams have absorbed the work.

While many of these actions will contribute to earnings later in the year for the reasons I described, we do anticipate a step up in the first quarter M&M EBITDA contribution to Celanese to between $80 and $90 million. We anticipate the EBIT contribution to EM will be $35 to $40 million, after aligning approximately $25 million of costs to Other Activities in the quarter. We expect the pace of improvement to accelerate further coming out of the first quarter.

My charge to the team remains in place to strive for a neutral adjusted earnings per share impact from the M&M transaction across 2023. Despite a more challenging starting place in 2023, I believe this is still achievable with help from a strong synergy outlook for the year and a forecasted annual D&A burden that will be approximately $75 million lower than our original estimate. In order to achieve earnings per share neutrality in 2023, the base M&M business will now need to deliver between $700 and $750 million in EBITDA to Celanese as well as full year one synergies. We are still confident in the run-rate M&M EBITDA contribution achievable when we exit 2023 and are focused on accelerating the pace of performance recovery across the year.

Our teams across the world are working with purpose and urgency on many more initiatives to lift M&M and our legacy businesses and to execute on our deleveraging plan. As the most recent action, I am pleased to highlight our announcement today of a Food Ingredients JV. We will be contributing our Food Ingredients business to the JV, and retaining a 30 percent stake. While a smaller business in the Celanese portfolio, Food Ingredients has been an important source of raw material integration with AC. We have looked at a potential transaction involving this business at different times over the years and are thrilled to have secured this JV structure with a partner like Mitsui. This transaction allows us to monetize a majority of that business in a value accretive way while preserving the growing demand benefit of raw material integration with AC. Additionally, the transaction represents an early and meaningful step in our deleveraging plan about which Scott will comment further.

To summarize my comments, our teams are aligned on our shared objectives and are actively working to secure earnings growth for us as we progress through the year. This fact, combined with the improved business conditions we are seeing in the March order book gives me confidence in an upward trajectory in our performance as we progress through the year. Across the full year, we anticipate adjusted earnings of $12.00 to $13.00 per share (inclusive of approximately $1.20 per share of transaction amortization). This guidance is inclusive of a slower than expected start to 2023 due to first quarter conditions and an approximately $100 million increase in pension expense versus 2022.

We remain committed to taking actions that will continue to increase the earnings power of Celanese in the future and I reiterate my confidence in the ability of our teams to continue to deliver on this commitment.

Scott Richardson, Celanese Corporation, Chief Financial Officer

Before I address our third overarching objective, let me offer further detail on Other Activities which will have a more meaningful impact on the 2023 adjusted earnings per share guidance Lori offered.

In 2023, we expect to see an incremental approximately $200 million in cost in Other Activities versus the prior year. Approximately half of this increase is driven by direct M&M costs across certain corporate and support functions that will show up in Other Activities. These costs are not new, but simply a realignment of M&M costs that is consistent with our existing accounting practices.

The other half of the increase is the result of an approximately $100 million increase in GAAP pension expense, caused mainly by changes in discount rate assumptions which will increase pension interest cost in 2023. The status of our U.S. pension, which makes up the vast majority of our global pension obligations, is unchanged and remains fully funded.

Turning to our third overarching objective of executing on our deleveraging plan, let me reiterate that our debt paydown will be supported by meaningful progress in our cash repatriation efforts. Across the last two months of 2022, we repatriated approximately $100 million in cash from China. By the end of the first quarter, or very shortly thereafter, we expect to repatriate approximately $300 million additional excess cash from China. We have similar cash repatriation initiatives underway in several other countries.

We expect our businesses will see seasonally lower cash generation in the first quarter as is typical historically. As a result, some of our cash repatriated in the first quarter was used to service our U.S. borrowing, including 6-months' worth of interest which was due in January. We are temporarily utilizing our revolving credit facility as needed, depending on the timing of our cash generation and repatriation activities. We expect that any balance on our revolver will be paid down by the end of the first quarter or very shortly thereafter.

Let me highlight that our team also continues to monitor foreign currency and interest rate dynamics for opportunities to convert more of our U.S. dollar debt into lower interest rate currencies to reduce our overall borrowing rate and align with the currency of our earnings. I am pleased to share that in the first quarter we have begun the process to effectively redomicile a portion of our U.S. terms loans by securing new loans in China. During 2023, we expect to secure up to $700 million in Chinese loans, with about half

completed in the first quarter. Cash from these loans will also be sent to the U.S. to pay down U.S. dollar debt. This redomiciling of a portion of our debt to China will result in an interest rate reduction across the $700 million versus current borrowing rates on our U.S. term loans.

Let me finish my comments today by highlighting two additional initiatives our teams completed that have a meaningful positive impact on our deleveraging.

Via an SEC Form 8-K filing earlier today, we disclosed an amendment to our existing debt covenants tied directly to our three outstanding U.S. terms loans and revolving credit facility. Those debt covenants consist most notably of a trailing 12-month Net Debt to EBITDA covenant, which stepped up when the M&M transaction closed and was scheduled to tick down in phases across the next two years. Due to the unfortunate timing of external macro challenges, recent underperformance of M&M, and the fact that we have several very strong EBITDA quarters coming off of our trailing 12-month performance, we proactively addressed those covenants to eliminate potential concerns later in the year.

As a result, we secured an amendment to increase the net debt to EBITDA covenant for an amendment period that extends from the first quarter of 2023 to the first quarter of 2024. As part of the agreement to amend covenants, we formalized certain commitments we had already made publicly and to credit rating agencies, including no share repurchases during the amendment period. The total cost of the amendment process was less than $3 million, and we are very pleased to have resolved potential future concerns around debt covenants.

Secondly, I would like to thank our many teams who worked on the Food Ingredients JV. This transaction allows us to monetize a majority of that business at a value consistent with our expectations and, after the anticipated closing in the third quarter, retire additional debt using proceeds. For purposes of debt covenants, any cash gain on sale from this transaction will not be adjusted out of EBITDA and will result in a reduction in our net debt to EBITDA of approximately 0.7x for 12 months after closing.

As a result of the actions we are taking to maximize 2023 free cash flow and the added deleveraging from the Food Ingredients JV, we are very confident we will achieve the original deleveraging plan we shared when we announced the acquisition to reduce net debt across 2023 by $1 billion or more.

We remain committed to executing against the objectives we have outlined and eager to share the actions we will take over the coming quarters. This concludes our prepared remarks. We look forward to discussing our fourth quarter results and addressing your questions.

Forward-Looking Statements

These prepared comments may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in these comments. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; 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, wood pulp and fuel oil and the prices for electricity and other energy sources; the length and depth of product and industry business cycles, particularly in the automotive, electrical, mobility, textiles, medical, electronics and construction industries; the ability to pass increases in raw material prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the accuracy or inaccuracy of our beliefs and assumptions regarding anticipated benefits of the acquisition (the "M&M Acquisition") by us of the majority of the Mobility & Materials business (the "M&M Business") of DuPont de Nemours, Inc., including as a result of the performance of the M&M Business between signing and closing of the M&M Acquisition; the possibility that we will not be able to realize anticipated improvements in the M&M Business's financial performance — including optimizing pricing, currency mix and inventory — or realize the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, within the anticipated timeframe, or at all, whether as a result of difficulties arising from the operation or integration 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; 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; diversion of management's attention from ongoing business operations and opportunities and other disruption caused by the M&M Acquisition and the integration processes and their impact on our existing business and relationships; 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 their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war (such as the Russia-Ukraine conflict) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, 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; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; tax rates and changes thereto; our ability to obtain regulatory approval for, and satisfy closing conditions to, any transactions described herein that have not closed; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

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

Results Unaudited

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

Non-GAAP Financial Measures

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

14

Document

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

February 23, 2023

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

Purpose

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

Presentation

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

Use of Non-US GAAP Financial Measures

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

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

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

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

Specific Measures Used

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

is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity.

Definitions

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.

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

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

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

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway"). We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure.

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

•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:

•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.

•Cash dividends received from our equity investments.

•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as NCI. Beginning in 2014, this includes Fairway for which the Company's ownership percentage is 50%. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

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

Table 1

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

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
	(In millions)
Net earnings (loss) attributable to Celanese Corporation	1,894	191	434	502	1,890	524	506	538	322
(Earnings) loss from discontinued operations	8	1	6	—	22	4	13	4	1
Interest income	(69)	(34)	(1)	(1)	(8)	(1)	(2)	(4)	(1)
Interest expense	405	154	48	35	91	21	21	24	25
Refinancing expense	—	—	—	—	9	—	9	—	—
Income tax provision (benefit)	(489)	127	112	112	330	27	102	116	85
Certain Items attributable to Celanese Corporation (Table 8)	422	71	47	65	139	77	(1)	13	50
Adjusted EBIT	2,171	510	646	713	2,473	652	648	691	482
Depreciation and amortization expense(1)	446	97	98	100	362	93	91	90	88
Operating EBITDA	2,617	607	744	813	2,835	745	739	781	570

All values are in US Dollars.

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
	(In millions)
Engineered Materials	13	3	4	4	9	4	2	1	2
Acetyl Chain	2	—	—	2	—	—	—	—	—
Other Activities(2)	1	—	1	—	—	—	—	—	—
Accelerated depreciation and amortization expense	16	3	5	6	9	4	2	1	2
Depreciation and amortization expense(1)	446	97	98	100	362	93	91	90	88
Total depreciation and amortization expense	462	100	103	106	371	97	93	91	90

All values are in US Dollars.

______________________________

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

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

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited
	2022		Q4 '22			Q3 '22			Q2 '22			Q1 '22			2021			Q4 '21			Q3 '21			Q2 '21			Q1 '21
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	(In millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials	429	%	25	2.0	%	114	12.3	%	166	17.5	%	124	13.6	%	411	15.1	%	67	9.5	%	91	13.3	%	123	18.0	%	130	20.2	%
Acetyl Chain(1)	1,447	%	204	18.0	%	312	22.3	%	428	27.5	%	503	30.4	%	1,875	31.8	%	539	33.9	%	529	33.0	%	540	35.2	%	267	22.9	%
Other Activities(2)	(498)		(173)			(118)			(111)			(96)			(340)			(89)			(84)			(96)			(71)
Total	1,378	%	56	2.4	%	308	13.4	%	483	19.4	%	531	20.9	%	1,946	22.8	%	517	22.7	%	536	23.7	%	567	25.8	%	326	18.1	%
Less: Net Earnings (Loss) Attributable to NCI(1)	8		2			2			2			2			6			2			1			2			1
Operating Profit (Loss) Attributable to Celanese Corporation	1,370	%	54	2.3	%	306	13.3	%	481	19.3	%	529	20.8	%	1,940	22.7	%	515	22.6	%	535	23.6	%	565	25.7	%	325	18.1	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials	429	%	25	2.0	%	114	12.3	%	166	17.5	%	124	13.6	%	411	15.1	%	67	9.5	%	91	13.3	%	123	18.0	%	130	20.2	%
Acetyl Chain(1)	1,439	%	202	17.8	%	310	22.2	%	426	27.3	%	501	30.3	%	1,869	31.7	%	537	33.8	%	528	33.0	%	538	35.0	%	266	22.8	%
Other Activities(2)	(498)		(173)			(118)			(111)			(96)			(340)			(89)			(84)			(96)			(71)
Total	1,370	%	54	2.3	%	306	13.3	%	481	19.3	%	529	20.8	%	1,940	22.7	%	515	22.6	%	535	23.6	%	565	25.7	%	325	18.1	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials	207		35			70			53			49			127			30			40			32			25
Acetyl Chain	143		30			34			39			40			154			36			36			39			43
Other Activities(2)	12		1			4			1			6			7			1			1			4			1
Total	362		66			108			93			95			288			67			77			75			69
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials	—		—			—			—			—			—			—			—			—			—
Acetyl Chain	—		—			—			—			—			—			—			—			—			—
Other Activities(2)	17		(57)			25			25			24			106			(7)			37			38			38
Total	17		(57)			25			25			24			106			(7)			37			38			38
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials	143		78			22			5			38			33			16			6			6			5
Acetyl Chain	27		10			5			10			2			33			1			(1)			(1)			34
Other Activities(2)	252		151			44			32			25			73			60			(6)			8			11
Total	422		239			71			47			65			139			77			(1)			13			50
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	779	%	138	11.2	%	206	22.2	%	224	23.6	%	211	23.2	%	571	21.0	%	113	16.0	%	137	20.0	%	161	23.6	%	160	24.8	%
Acetyl Chain	1,609	%	242	21.3	%	349	25.0	%	475	30.5	%	543	32.9	%	2,056	34.9	%	574	36.1	%	563	35.1	%	576	37.5	%	343	29.4	%
Other Activities(2)	(217)		(78)			(45)			(53)			(41)			(154)			(35)			(52)			(46)			(21)
Total	2,171	%	302	12.9	%	510	22.2	%	646	26.0	%	713	28.1	%	2,473	29.0	%	652	28.7	%	648	28.6	%	691	31.4	%	482	26.8	%

All values are in US Dollars.

___________________________

(1)Net earnings (loss) attributable to NCI is included within the Acetyl Chain segment.

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

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)
	2022		Q4 '22			Q3 '22			Q2 '22			Q1 '22			2021			Q4 '21			Q3 '21			Q2 '21			Q1 '21
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	(In millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials	213		90			40			41			42			135			35			33			34			33
Acetyl Chain	211		52			53			52			54			210			53			54			52			51
Other Activities(2)	22		9			4			5			4			17			5			4			4			4
Total	446		151			97			98			100			362			93			91			90			88
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	992	%	228	18.4	%	246	26.5	%	265	28.0	%	253	27.8	%	706	26.0	%	148	20.9	%	170	24.9	%	195	28.6	%	193	29.9	%
Acetyl Chain	1,820	%	294	25.9	%	402	28.8	%	527	33.8	%	597	36.1	%	2,266	38.4	%	627	39.4	%	617	38.5	%	628	40.9	%	394	33.8	%
Other Activities(2)	(195)		(69)			(41)			(48)			(37)			(137)			(30)			(48)			(42)			(17)
Total	2,617	%	453	19.3	%	607	26.4	%	744	29.9	%	813	32.0	%	2,835	33.2	%	745	32.7	%	739	32.6	%	781	35.5	%	570	31.7	%

All values are in US Dollars.

___________________________

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

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

Table 3

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

	2022		Q4 '22			Q3 '22			Q2 '22			Q1 '22			2021		Q4 '21		Q3 '21		Q2 '21		Q1 '21
		per share			per share			per share			per share			per share		per share		per share		per share		per share		per share
	(In millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation	1,902	17.41	768		7.03	192		1.76	440		4.03	502		4.61	1,912	17.06	528	4.83	519	4.67	542	4.81	323	2.83
Income tax provision (benefit)	(489)		(840)			127			112			112			330		27		102		116		85
Earnings (loss) from continuing operations before tax	1,413		(72)			319			552			614			2,242		555		621		658		408
Certain Items attributable to Celanese Corporation (Table 8)	422		239			71			47			65			139		77		(1)		13		50
Refinancing and related expenses	158		14	(1)		104	(1)		26	(1)		14	(1)		9		—		9		—		—
Adjusted earnings (loss) from continuing operations before tax	1,993		181			494			625			693			2,390		632		629		671		458
Income tax (provision) benefit on adjusted earnings(2)	(259)		(24)			(64)			(81)			(90)			(359)		(95)		(94)		(105)		(64)
Adjusted earnings (loss) from continuing operations(3)	1,734	15.88	157		1.44	430		3.94	544		4.99	603		5.54	2,031	18.12	537	4.91	535	4.82	566	5.02	394	3.46
	Diluted shares (in millions)(4)
Weighted average shares outstanding	108.4		108.5			108.4			108.4			108.2			111.2		108.6		110.5		112.3		113.5
Incremental shares attributable to equity awards	0.8		0.7			0.7			0.7			0.7			0.9		0.8		0.5		0.5		0.5
Total diluted shares	109.2		109.2			109.1			109.1			108.9			112.1		109.4		111.0		112.8		114.0

All values are in US Dollars.

______________________________

(1)Includes net interest expense and certain fees related to debt issued as part of our acquisition of a majority of the Mobility & Materials business ("M&M Business") of DuPont de Nemours, Inc.

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

	2022	Q4 '22	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
Adjusted effective tax rate	13	13	13	13	13	15	15	15	16	14

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

	Actual Plan Asset Returns	Expected Plan Asset Returns
	(In percentages)
Q4 '22 & 2022	(18.4)	5.4
Q4 '21 & 2021	1.1	6.3

(4)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited

	Actual
	2022	2021
	(In percentages)
US GAAP annual effective tax rate	(34)	15
Discrete quarterly recognition of GAAP items(1)	(6)	(2)
Tax impact of other charges and adjustments(2)	9	(1)
Utilization of foreign tax credits	—	(1)
Changes in valuation allowances, excluding impact of other charges and adjustments(3)	(1)	3
Other, includes effect of discrete current year transactions(4)(5)	45	1
Adjusted tax rate	13	15

______________________________

Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results.

(1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.

(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.

(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.

(4)Includes tax impacts related to full-year actual tax opportunities and related costs.

(5)Includes the reversal of 2022 U.S. GAAP deferred tax benefits related to non-recurring internal restructuring transactions related to the M&M acquisition, to centralize ownership of intellectual property with the business and to facilitate future deployment of cash to service acquisition indebtedness. Certain benefits of the internal restructuring will be realized in future periods for adjusted earnings purposes.

Table 4

Net Sales by Segment - Unaudited

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
	(In millions)
Engineered Materials	4,024	929	948	910	2,718	707	684	682	645
Acetyl Chain	5,743	1,397	1,559	1,652	5,894	1,590	1,602	1,535	1,167
Intersegment eliminations(1)	(94)	(25)	(21)	(24)	(75)	(22)	(20)	(19)	(14)
Net sales	9,673	2,301	2,486	2,538	8,537	2,275	2,266	2,198	1,798

All values are in US Dollars.

___________________________

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

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

Three Months Ended December 31, 2022 Compared to Three Months Ended September 30, 2022

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	34	(1)	—	—	33	(1)
Acetyl Chain	(9)	(10)	—	—	(19)
Total Company	8	(6)	—	—	2

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

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(1)	2	(3)	—	(2)
Acetyl Chain	(3)	(5)	(2)	—	(10)
Total Company	(2)	(3)	(2)	—	(7)

Three Months Ended June 30, 2022 Compared to Three Months Ended March 31, 2022

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

Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	23	7	(1)	—	29
Acetyl Chain	7	(3)	—	—	4
Total Company	12	1	(1)	—	12

________________________

(1)2022 includes the effect of the acquisition of the majority of the M&M Business.

Three Months Ended December 31, 2021 Compared to Three Months Ended September 30, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(1)	5	(1)	—	3	(2)
Acetyl Chain	(8)	8	(1)	—	(1)
Total Company	(7)	8	(1)	—	—

Three Months Ended September 30, 2021 Compared to Three Months Ended June 30, 2021

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

Three Months Ended June 30, 2021 Compared to Three Months Ended March 31, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(1)	7	—	—	6
Acetyl Chain	7	24	—	—	31
Total Company	4	18	—	—	22

Three Months Ended March 31, 2021 Compared to Three Months Ended December 31, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	6	6	1	—	13
Acetyl Chain	(8)	20	1	—	13
Total Company	(3)	15	1	—	13

________________________

(2)2021 includes the effect of the acquisition of the Santoprene™ thermoplastic vulcanizates elastomers business.

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	67	17	(9)	—	75
Acetyl Chain	(12)	(14)	(3)	—	(29)
Total Company	13	(5)	(5)	—	3

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	23	25	(12)	—	36
Acetyl Chain	(10)	2	(5)	—	(13)
Total Company	(2)	9	(5)	—	2

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	24	24	(9)	—	39
Acetyl Chain	(5)	11	(4)	—	2
Total Company	3	14	(4)	—	13

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	20	25	(4)	—	41
Acetyl Chain	7	38	(3)	—	42
Total Company	12	32	(3)	—	41

Three Months Ended December 31, 2021 Compared to Three Months Ended December 31, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	5	20	(1)	—	24
Acetyl Chain	(6)	60	(1)	—	53
Total Company	(2)	46	(1)	—	43

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	11	17	2	—	30
Acetyl Chain	9	67	2	—	78
Total Company	10	50	1	—	61

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	43	11	8	—	62
Acetyl Chain	19	69	9	—	97
Total Company	31	50	3	—	84

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	7	2	6	—	15
Acetyl Chain	—	22	5	—	27
Total Company	5	14	4	—	23

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	33	23	(8)	—	48
Acetyl Chain	(6)	6	(3)	—	(3)
Total Company	6	11	(4)	—	13

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	15	12	4	—	31
Acetyl Chain	5	54	3	—	62
Total Company	10	39	2	—	51

Table 5

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

	2022	Q4 '22		Q3 '22		Q2 '22		Q1 '22		2021		Q4 '21		Q3 '21		Q2 '21		Q1 '21
	(In millions, except percentages)
Net cash provided by (used in) investing activities	(11,141)	(10,713)		(143)		(136)		(149)		(1,119)		(1,286)		(108)		177		98
Net cash provided by (used in) financing activities	10,290	1,944		8,600		(159)		(95)		(1,042)		(99)		(228)		(344)		(371)
Net cash provided by (used in) operating activities	1,819	541		467		495		316		1,757		584		630		427		116
Capital expenditures on property, plant and equipment	(543)	(143)		(139)		(124)		(137)		(467)		(163)		(102)		(110)		(92)
Distributions to NCI	(13)	(3)		(3)		(3)		(4)		(27)		(6)		(8)		(8)		(5)
Free cash flow(1)	1,263	395		325		368		175		1,263		415		520		309		19
Net sales	9,673	2,348		2,301		2,486		2,538		8,537		2,275		2,266		2,198		1,798
Free cash flow as % of Net sales	13.1	16.8	%	14.1	%	14.8	%	6.9	%	14.8	%	18.2	%	22.9	%	14.1	%	1.1	%

All values are in US Dollars.

______________________________

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

Table 6

Cash Dividends Received - Unaudited

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
	(In millions)
Dividends from equity method investments	217	27	82	26	112	51	8	18	35
Dividends from equity investments without readily determinable fair values	133	30	36	37	147	33	35	37	42
Total	350	57	118	63	259	84	43	55	77

All values are in US Dollars.

Table 7

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

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21	Q2 '21	Q1 '21
	(In millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,306	977	809	860	791	791	103	500	497
Long-term debt, net of unamortized deferred financing costs	13,373	11,360	3,022	3,132	3,176	3,176	3,724	3,156	3,135
Total debt	14,679	12,337	3,831	3,992	3,967	3,967	3,827	3,656	3,632
Cash and cash equivalents	(1,508)	(9,671)	(783)	(605)	(536)	(536)	(1,340)	(1,054)	(791)
Net debt	13,171	2,666	3,048	3,387	3,431	3,431	2,487	2,602	2,841

All values are in US Dollars.

Table 8

Certain Items - Unaudited

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

	2022	Q3 '22	Q2 '22	Q1 '22	2021	Q4 '21	Q3 '21		Q2 '21	Q1 '21	Income Statement Classification
	(In millions)
Exit and shutdown costs	52	14	29	7	18	8	7		5	(2)	Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income
Asset impairments	13	12	(1)	—	2	—	—		1	1	Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters(1)	17	—	—	—	41	—	—		—	41	Cost of sales
Mergers, acquisitions and dispositions	267	44	29	56	29	19	4		6	—	Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	80	—	—	—	43	43	—		—	—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes	3	1	—	2	16	4	2		1	9	Cost of sales / SG&A / Other (charges) gains, net
Other	(10)	—	(10)	—	(10)	3	(14)	(2)	—	1	Cost of sales / SG&A / Gain (loss) on disposition of businesses and assets, net
Certain Items attributable to Celanese Corporation	422	71	47	65	139	77	(1)		13	50

All values are in US Dollars.

___________________________

(1)Primarily associated with Winter Storm Uri.

(2)Primarily associated with the sale of our Spondon site.

Table 9

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

		2022			2021
		(In millions, except percentages)			(In millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation		1,894			1,890
Adjusted EBIT (Table 1)		2,171			2,473
Adjusted effective tax rate (Table 3a)		13			15
Adjusted EBIT tax effected		1,889			2,102
	2022	Average	2021	2020	Average
	(In millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	1,306	1,049	791	496	644
Long-term debt, net of unamortized deferred financing costs	13,373	8,275	3,176	3,227	3,202
Celanese Corporation stockholders' equity	5,637	4,913	4,189	3,526	3,858
Invested capital		14,237			7,704
Return on invested capital (adjusted)		13.3			27.3
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital		13.3			24.5

All values are in US Dollars.

16