Celanese Corp (Form: 8-K, Received: 03/31/2023 16:28:53)

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): March 31, 2023

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32410

98-0420726

(State or other jurisdiction
of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

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


N/A

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

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

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

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

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

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange
1.125% 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 8.01 Other Events

As previously disclosed in the Current Report on Form 8-K on November 1, 2022, as amended on November 21, 2022, on November 1, 2022, Celanese Corporation ("Celanese" or the "Company") completed its previously announced acquisition of a majority of the Mobility and Materials businesses (the "M&M Acquisition," and such businesses being acquired, the "M&M Business") from DuPont de Nemours, Inc. and one of its affiliates ("DuPont").

Combined Financial Statements of the M&M Business and Pro Forma Financial Information of the Company relating to the M&M Acquisition

On March 31, 2023, the Company provided the following updated financial information pursuant to Securities and Exchange Commission requirements:

(i) The historical unaudited combined financial statements of the M&M Business and related notes as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021, which are filed as Exhibit 99.1 and incorporated by reference herein.

(ii) The unaudited pro forma combined statement of operations of the Company relating to the M&M Acquisition and related notes for the year ended December 31, 2022, which are filed as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:


Exhibit Number						Description

99.1						The historical unaudited combined financial statements of DuPont's Mobility and Materials Business and related notes as of September 3 0, 2022 and for the nine months ended September 30, 2022 and 2021.

99.2						Unaudited pro forma combined statement of operations of Celanese Corporation relat ing to the M&M A cquisition and related notes for the year ended December 31, 2022.

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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:			March 31, 2023

Exhibit 99.1

UNAUDITED COMBINED FINANCIAL STATEMENTS OF DUPONT'S MOBILITY AND MATERIALS BUSINESSES


			Page No.
Index to Unaudited Combined Financial Statements of the M&M Businesses
Combined Statements of Operations for the nine months ended September 30, 2022 and 2021 (unaudited)			2
Combined Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2022 and 2021 (unaudited)			3
Combined Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited)			4
Interim Combined Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)			5
Combined Statements of Changes in Net Parent Investment for the nine months ended September 30, 2022 and 2021 (unaudited)			6
Notes to the Combined Financial Statements (unaudited)			7

Mobility & Materials Businesses

Combined Statements of Operations (Unaudited)


(In millions)	For the nine months ended September 30,
	2022		2021
Net sales	$	2,640	$	2,654
Cost of sales	2,049		1,845
Research and development expenses	50		54
Selling, general and administrative expenses	246		249
Amortization of intangibles	95		99
Restructuring and asset related charges, net	-		6
Integration and separation costs	345		4
Equity in (losses) earnings of nonconsolidated affiliates	(7)		11
Sundry income, net	7		13
(Loss) income before income taxes	(145)		421
(Benefit from) provision for income taxes	(17)		45
Net (loss) income	(128)		376
Net (loss) income attributable to noncontrolling interests	(5)		14
Net (loss) income attributable to Mobility & Materials Businesses	$	(123)	$	362

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Statements of Comprehensive Income (Loss) (Unaudited)


(In millions)	For the nine months ended September 30,
	2022		2021
Net (loss) income	$	(128)	$	376
Other comprehensive loss, net of tax
Cumulative translation adjustments	(301)		(90)
Total other comprehensive loss	(301)		(90)
Comprehensive (loss) income	(429)		286
Comprehensive (loss) income attributable to noncontrolling interests, net of tax	(5)		14
Comprehensive (loss) income attributable to Mobility & Materials Businesses	$	(424)	$	272

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Balance Sheets (Unaudited)


(In millions)	September 30, 2022		December 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	77	$	80
Accounts and notes receivable, net	575		509
Inventories	972		690
Prepaid and other current assets	39		57
Total current assets	1,663		1,336
Property, plant and equipment, net of accumulated depreciation (September 30, 2022 - $511; December 31, 2021 - $480)	923		1,023
Other Assets
Goodwill	2,014		2,118
Other intangible assets	1,699		1,851
Investments and noncurrent receivables	52		67
Deferred income tax assets	19		22
Deferred charges and other assets	42		45
Total Other Assets	3,826		4,103
Total Assets	$	6,412	$	6,462
Liabilities and Equity
Current Liabilities
Accounts payable	$	501	$	463
Income taxes payable	61		84
Accrued and other current liabilities	120		139
Total Current Liabilities	682		686
Other Noncurrent Liabilities
Deferred income tax liabilities	364		443
Other noncurrent obligations	52		63
Total Other Noncurrent Liabilities	416		506
Total Liabilities	1,098		1,192
Commitments and Contingent Liabilities (Note 9)
Equity
Parent company net investment	5,540		5,182
Accumulated other comprehensive loss	(394)		(93)
Total Mobility & Materials Businesses Equity	5,146		5,089
Noncontrolling interests	168		181
Total Equity	5,314		5,270
Total Liabilities and Equity	$	6,412	$	6,462

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Interim Combined Statements of Cash Flows (Unaudited)


(In millions)	For the nine months ended September 30,
	2022		2021
Operating Activities
Net (loss) income	$	(128)	$	376
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation of property, plant and equipment	74		75
Amortization of definite-lived intangible assets	95		99
Stock-based compensation	7		7
Credit for deferred income tax and other tax related items	(65)		(55)
Restructuring and asset related charges, net	-		6
Equity in losses (earnings) of affiliates	7		(11)
Changes in assets and liabilities:
Accounts and notes receivable	(114)		(123)
Inventories	(348)		(221)
Accounts payable	79		155
Other assets and liabilities, net	(43)		11
Cash (used in) provided by operating activities	(436)		319
Investing Activities
Capital expenditures	(47)		(33)
Cash distributions from equity affiliates	14		2
Cash used in investing activities	(33)		(31)
Financing Activities
Distributions to noncontrolling interests	(8)		(1)
Net transfers from (to) Parent	474		(280)
Cash provided by (used in) financing activities	466		(281)
(Decrease) increase in cash and cash equivalents	(3)		7
Cash and cash equivalents at beginning of period	80		70
Cash and cash equivalents at end of period	$	77	$	77

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Combined Statements of Changes in Net Parent Investment (Unaudited)


(In millions)	Parent Company Net Investment		Accumulated Other Comprehensive Income (Loss)		Total Mobility & Materials Businesses Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2020	$	5,150	$	45	$	5,195	$	171	$	5,366
Net income	362		-		362		14		376
Other comprehensive loss	-		(90)		(90)		-		(90)
Distributions to noncontrolling interests	-		-		-		(1)		(1)
Net transfers to Parent	(273)		-		(273)		-		(273)
Balance at September 30, 2021	$	5,239	$	(45)	$	5,194	$	184	$	5,378

Balance at December 31, 2021	$	5,182	$	(93)	$	5,089	$	181	$	5,270
Net loss	(123)		-		(123)		(5)		(128)
Other comprehensive loss	-		(301)		(301)		-		(301)
Distributions to noncontrolling interests	-		-		-		(8)		(8)
Net transfers from Parent	481		-		481		-		481
Balance at September 30, 2022	$	5,540	$	(394)	$	5,146	$	168	$	5,314

See Notes to the Combined Financial Statements.

Mobility & Materials Businesses

Notes To The Combined Financial Statements (Unaudited)

Table of Contents



Note		Page
1	Summary of Significant Accounting Policies	8
2	Recent Accounting Guidance	8
3	Revenue	9
4	Related Party Transactions	10
5	Sundry Income, Net	10
6	Income Taxes	11
7	Inventories	11
8	Goodwill and Other Intangible Assets	11
9	Commitments and Contingent Liabilities	12
10	Leases	12
11	Accumulated Other Comprehensive Income (Loss)	12
12	Subsequent Events	12

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying unaudited interim Combined Financial Statements of a majority of DuPont de Nemours, Inc.'s ("DuPont" or "Parent") historic Mobility & Materials segment, including the Engineering Polymers business and select product lines within the Performance Resins and Advanced Solutions businesses (collectively, the "Mobility & Materials Businesses" or "the Company") have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). In the opinion of management, the interim Combined Financial Statements reflect all adjustments (including normal recurring accruals) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These interim Combined Financial Statements should be read in conjunction with the audited annual Combined Financial Statements and notes thereto for the year ended December 31, 2021, collectively referred to as the "2021 Annual Financial Statements." The interim Combined Financial Statements include the accounts of the Company and subsidiaries in which a controlling interest is maintained.

Completion of the Mobility & Materials Businesses Transaction

On February 17, 2022, DuPont entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") to divest the Company. On November 1, 2022, DuPont and Celanese consummated the transaction.

Basis of Presentation

Historically, the Company has been managed and operated in the normal course with other businesses of Parent through multiple legal entities that are not dedicated to the Mobility & Materials Businesses. For all periods presented, the Company consisted of several legal entities, previously acquired businesses, as well as businesses with no separate legal status. Separate financial statements of the Company have not historically been prepared for the Company. The interim Combined Financial Statements have been derived from DuPont's accounting records as if the Company's operations had been conducted independently from those of DuPont and were prepared on a stand-alone basis in accordance with U.S. GAAP.

The historical results of operations, financial position and cash flows of the Company presented in these interim Combined Financial Statements may not be indicative of what they would have been had the Company actually been an independent stand-alone entity, nor are they necessarily indicative of the Company's future results of operations, financial position and cash flows.

The Company's interim Combined Statements of Operations and Comprehensive Income (Loss) reflect allocations of general corporate expenses from Parent including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services, and restructuring and integration and separation activities related to these functions in connection with the merger of the DOW Chemical Company ("Historical Dow") and E. I. du Pont de Nemours and Company ("Historical EID") effective August 31, 2017 (the "DWDP Merger"). These allocations were made on the basis of revenue, expenses, headcount or other relevant measures. Management of the Company and Parent consider these allocations to be an overall reasonable reflection of the utilization of services by, or the benefits provided to, the Company, in the aggregate. The allocations may not, however, reflect the expenses the Company would have incurred as a stand-alone company for the periods presented.

The Company's interim Combined Balance Sheets include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries and affiliates in which Parent has a controlling financial interest or is the primary beneficiary.

NOTE 2 — RECENT ACCOUNTING GUIDANCE

Accounting Guidance Issued But Not Adopted at September 30, 2022

In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") to enhance transparency about the use of supplier finance programs. The new guidance requires that a buyer in a supplier finance program provide additional qualitative and quantitative disclosures about its program, including the nature of the program, activity during the period, changes from period to period, and the potential magnitude of the program. The amendments in ASU 2022-04 are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the amendment on rollforward information which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2022-04 to its related disclosures.

NOTE 3 — REVENUE

Revenue Recognition

Products

Substantially all of the Company's revenue is derived from product sales. Product sales consist of sales of the Company's products to supply manufacturers and distributors. The Company considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

The Company records accounts receivable when the right to consideration becomes unconditional. Trade accounts receivable were $416 million at September 30, 2022 and $388 million at December 31, 2021. Trade accounts receivable are included in "Accounts and notes receivable, net" in the interim Combined Balance Sheets. There were no contract assets or contract liabilities at September 30, 2022 or December 31, 2021.

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by major product line, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.


Net Sales by Major Product Line (In millions)	For the nine months ended September 30,
	2022		2021
Advanced Solutions	$	424	$	528
Engineering Polymers	1,732		1,673
Performance Resins	484		453
Total	$	2,640	$	2,654

NOTE 4 — RELATED PARTY TRANSACTIONS

Historically, the Company has been managed and operated in the normal course with other businesses of Parent. Accordingly, certain shared costs have been allocated to the Company and reflected as expenses in the stand-alone interim Combined Financial Statements. Management of Parent and the Company considers the allocation methodologies used to be reasonable and appropriate reflections of the historical expenses attributable to the Company for purposes of the stand-alone financial statements. The expenses reflected in the interim Combined Financial Statements may not be indicative of expenses that would be incurred by the Company in the future. All related party transactions approximate prices at cost.

Corporate Expense Allocations

The Company's interim Combined Statements of Operations include general corporate expenses of Parent for services provided by Parent for certain support functions that are provided on a centralized basis. These costs were first attributed to the Company if specifically identifiable to its businesses. If not specifically identifiable to the Company's businesses, these costs have been allocated by using relevant allocation methods, primarily based on sales metrics, consistently for all periods presented.

Corporate expense allocations were recorded in the interim Combined Statements of Operations within the following captions:


(In millions)	For the nine months ended September 30,
	2022		2021
Selling, general and administrative expenses	$	115	$	116
Research and development expenses	19		19
Cost of sales	13		8
Integration and separation costs(1)	345		4
Total	$	492	$	147

______________________________

(1)Costs primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to strategic initiatives. Costs incurred in the nine months ended September 30, 2022 are related to the anticipated divestiture of the Company by the Parent.

Parent Company Equity

Net transfers from (to) Parent are included within Parent company net investment on the interim Combined Statements of Changes in Net Parent Investment. The components of the net transfers from (to) Parent are as follows:


(In millions)	For the nine months ended September 30,
	2022		2021
Cash pooling and general financing activities	$	956	$	(81)
Less: Corporate cost allocations	492		147
Less: (Benefit from) provision for income taxes	(17)		45
Total net transfers from (to) Parent per interim Combined Statements of Changes in Net Parent Investment	481		(273)
Stock-based compensation	(7)		(7)
Net transfers from (to) Parent per interim Combined Statements of Cash Flows	$	474	$	(280)

Sales to and Purchases from Equity Method Investments ("Nonconsolidated affiliates")

Sales to nonconsolidated affiliates, (which included the entities Toray Co., Ltd, DuBay Polymer GmbH, DuP Teijin Films U.K., DuP Teijin Films S.A., Teijin DuPont Films, Inc. and Teijin-DuPont Films, L.P.) were $77 million and $55 million for the nine months ended September 30, 2022 and 2021, respectively. Purchases from nonconsolidated affiliates were $44 million and $41 million for the nine months ended September 30, 2022 and 2021, respectively. Related party receivables and payables were not material as of September 30, 2022 and December 31, 2021, respectively.

NOTE 5 — SUNDRY INCOME, NET


(In millions)	For the nine months ended September 30,
	2022		2021
Foreign exchange (losses) gains, net	$	(8)	$	4
Non-operating pension credits	12		10
Miscellaneous income (expense), net	3		(1)
Sundry income, net	$	7	$	13

NOTE 6 — INCOME TAXES

The Company files tax returns in the various national, state, and local income taxing jurisdictions in which it operates either as a member of Parent's consolidated income tax return, or in certain jurisdictions as a separate taxpayer. Provision for income taxes and benefit from income taxes included in these Combined Financial Statements have been calculated using the separate return basis, as if the Company filed separate returns in all jurisdictions. The Company's provision for and benefit from income taxes as presented in the interim Combined Financial Statements may not be indicative of the income taxes that the Company will generate in the future.

The Company's effective tax rate fluctuates based on, among other factors, the geographic mix of earnings. The tax benefit for the third quarter of 2022 resulted in an effective tax rate on operations of 11.7 percent on a pre-tax loss of $145 million, whereas for the third quarter of 2021, the tax charge resulted in an effective tax rate of 10.7 percent, on pre-tax income of $421 million. The effective tax rate for the third quarter of 2022 was principally the result of the geographic mix of earnings and adverse impact of integration and separation costs on the US Tax on foreign earnings. The effective tax rate for the third quarter of 2021 was principally the result of a $30 million tax benefit related to the step-up in tax basis in the goodwill of the Company's European regional headquarters legal entity.

Each year Parent, inclusive of the Company, files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company's financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.

NOTE 7 — INVENTORIES


(In millions)	September 30, 2022		December 31, 2021
Finished goods	$	636	$	446
Work in process	93		74
Raw materials	201		130
Supplies	42		40
Total inventories	$	972	$	690

NOTE 8 — GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amounts of goodwill during the nine months ended September 30, 2022 were as follows:


(In millions)	Goodwill
Balance at December 31, 2021	$	2,118
Currency Translation Adjustment	(104)
Balance at September 30, 2022	$	2,014

Other Intangible Assets

The gross carrying amounts and accumulated amortization of other intangible assets by major class are as follows:


	September 30, 2022						December 31, 2021
(In millions)	Gross Carrying Amount		Accumulated Amort		Net		Gross Carrying Amount		Accumulated Amort		Net
Intangible assets with finite lives:
Developed technology	$	585	$	(219)	$	366	$	585	$	(186)	$	399
Customer-related	1,561		(416)		1,145		1,635		(371)		1,264
Other	10		(2)		8		9		(1)		8
Total other intangible assets with finite lives	$	2,156	$	(637)	$	1,519	$	2,229	$	(558)	$	1,671
Intangible assets with indefinite lives:
Trademarks/tradenames	180		-		180		180		-		180
Total other intangible assets with indefinite lives	180		-		180		180		-		180
Total	$	2,336	$	(637)	$	1,699	$	2,409	$	(558)	$	1,851

The aggregate pre-tax amortization expense for definite-lived intangible assets was $95 million and $99 million, for the nine months ended September 30, 2022, and 2021, respectively.

NOTE 9 — COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

The Company is involved in numerous claims and lawsuits, principally in the United States, including various product liability (involving the Company's current or former products), intellectual property, employment related, and commercial matters. Certain of these matters may purport to be class actions and seek damages in very large amounts. Liabilities related to matters that are not directly attributable to the Company business and for which the Company is not the legal obligor are not recognized within the Company's interim Combined Financial Statements for any of the periods presented.

As of September 30, 2022, the Company had recorded liabilities of approximately $1 million related to the foregoing. Because such matters are subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. Although considerable uncertainty exists, management does not believe it is reasonably possible that the ultimate disposition of these matters will have a material adverse effect on the Company's results of operations, combined financial position or liquidity. However, the ultimate liabilities could be material to results of operations in the period recognized.

NOTE 10 — LEASES

Operating lease right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. New operating lease assets and liabilities entered into during the nine months ended September 30, 2022 and 2021 were $4 million and $15 million, respectively. Supplemental balance sheet information related to leases was as follows:


(In millions)	September 30, 2022		December 31, 2021
Operating Leases
Operating lease right-of-use assets(1)	$	38	$	44
Current operating lease liabilities(2)	7		8
Noncurrent operating lease liabilities(3)	31		36
Total operating lease liabilities	$	38	$	44

______________________________

(1)Included in "Deferred charges and other assets" in the Combined Balance Sheets.

(2)Included in "Accrued and other current liabilities" in the Combined Balance Sheets.

(3)Included in "Other noncurrent liabilities" in the Combined Balance Sheets.

NOTE 11 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the activity related to each component of accumulated other comprehensive income (loss) for the nine months ended September 30, 2022 and 2021:


Accumulated Other Comprehensive Income (Loss)
(In millions)	Cumulative Translation Adj		Total
2021
Balance at January 1, 2021	$	45	$	45
Other comprehensive loss before reclassifications	(90)		(90)
Net other comprehensive loss	$	(90)	$	(90)
Balance at September 30, 2021	$	(45)	$	(45)
2022
Balance at January 1, 2022	$	(93)	$	(93)
Other comprehensive loss before reclassifications	(301)		(301)
Net other comprehensive loss	$	(301)	$	(301)
Balance at September 30, 2022	$	(394)	$	(394)

NOTE 12 — SUBSEQUENT EVENTS

Completion of the Mobility & Materials Businesses Transaction

On November 1, 2022, DuPont completed the divestiture of the Mobility & Materials Businesses to Celanese for a purchase price of $11.0 billion in cash. Preliminary cash received, as adjusted for preliminary and other adjustments, was $11.0 billion including approximately $0.5 billion of cash transferred with the Mobility & Materials Businesses for which DuPont was reimbursed.

No other events have occurred after September 30, 2022, but before November 21, 2022, the date the financial statements were available to be issued, that require consideration as adjustments to, or disclosures in, the Combined Financial Statements.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On February 17, 2022, Celanese Corporation (together with its subsidiaries, "Celanese," "our," "we," or the "Company") entered into a transaction agreement (the "Transaction Agreement") with DuPont de Nemours, Inc. and one of its affiliates ("DuPont") pursuant to which the Company agreed to acquire, subject to the terms and conditions set forth in the Transaction Agreement, a majority of the Mobility & Materials business (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to certain adjustments. On November 1, 2022 (the "Closing Date"), the Company and DuPont completed the acquisition in accordance with the Transaction Agreement.

In connection with the M&M Acquisition, also on February 17, 2022, Celanese entered into a commitment letter for a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Furthermore, on March 18, 2022, Celanese entered into a term loan credit agreement (the "March 2022 Term Loan Credit Agreement"), pursuant to which lenders committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion. On September 16, 2022, Celanese entered into an additional term loan credit agreement (together with the March 2022 Term Loan Credit Agreement, the "Term Loan Credit Agreements"), pursuant to which lenders committed to provide delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the Term Loan Credit Agreements collectively, the "Term Loan Facility").

On July 14, 2022, Celanese completed an offering of $7.5 billion aggregate principal amount of notes of various maturities (the "Acquisition USD Notes") in a public offering registered under the Securities Act of 1933, as amended (the "Securities Act"). On July 19, 2022, Celanese completed an offering of €1.5 billion in aggregate principal amount of euro-denominated senior unsecured notes due in 2026 and 2029 in a public offering registered under the Securities Act (collectively, the "Acquisition Euro Notes" and together with the Acquisition USD Notes, the "Acquisition Notes"). Concurrently with the offering of the Acquisition USD Notes, the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the Acquisition USD Notes into a euro-denominated borrowing at prevailing euro interest rates, maturing on July 15, 2027 and July 15, 2032, respectively.

The entry into the Term Loan Credit Agreements and offerings of the Acquisition Notes reduced availability under the Bridge Facility to zero and the Company terminated the Bridge Facility. Net Proceeds from the sale of the Acquisition Notes were used, together with borrowings under the Term Loan Credit Agreements and cash on hand, to fund the purchase price of the M&M Acquisition, with any remaining proceeds being used for general corporate purposes.

The acquisition has been accounted for in the following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, giving effect to the M&M Acquisition and related debt financings of the Term Loan Facility of $2.25 billion, Acquisition USD Notes of $7.5 billion, and Acquisition Euro Notes of €1.5 billion as if they had occurred on January 1, 2022. An unaudited pro forma condensed combined balance sheet for 2022 has not been presented as the acquisition and related financing transactions have already been fully reflected in the consolidated balance sheet included in Celanese's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023.

The following unaudited pro forma condensed combined statement of operations and related notes for the year ended December 31, 2022 have been derived from, and should be read in conjunction with, (i) the historical audited consolidated financial statements of Celanese and accompanying notes included in Celanese's Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 24, 2023, and (ii) the historical unaudited combined financial statements of the M&M Business and related notes for the nine months ended September 30, 2022 and 2021 filed as Exhibit 99.1 to the Current Report on Form 8-K to which these unaudited pro forma condensed combined statement of operations and related notes are attached as an exhibit.

The M&M Business has historically been managed and operated in normal course with other DuPont businesses through multiple legal entities not solely dedicated to the M&M Business. Therefore, the accompanying historical combined statement of operations of the M&M Business has been derived from the accounting records of DuPont as if M&M Business' operations had been conducted independently from those of DuPont and were prepared on a stand-alone basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The historical combined statement of operations of the M&M Business reflect allocations of general corporate expenses from DuPont including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement, and other shared services, and restructuring and historical integration and separation activities related to these functions. These allocations were made on the basis of revenue, expenses, headcount or other relevant measures.

In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed combined financial information is prepared for illustrative and informational purposes only and are not intended to represent what our results of operations would have been had the acquisition occurred on the date indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial information does not reflect the realization of any expected cost savings or other synergies as a result of the acquisition.

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2022

(in millions, except share and per share data)


	Historical Celanese		Historical M&M Business as Reclassified For the Nine Months Ended September 30, 2022 (Note 3)		Historical M&M Business October 1, 2022 to October 31, 2022		Acquisition Accounting Adjustments		Note	Other Accounting Adjustments		Note	Pro Forma Combined
Net sales	$	9,673	$	2,640	$	300	$	—		$	—		$	12,613
Cost of sales	(7,293)		(2,049)		(253)		(94)		(4A)	—			(9,675)
							(2)		(4D)
							82		(4E)
							(66)		(4F)
Gross profit	2,380		591		47		(80)			—			2,938
Selling, general and administrative expenses	(824)		(591)		(65)		(17)		(4A)	—			(1,498)
							(1)		(4D)
Amortization of intangible assets	(62)		(95)		(11)		106		(4E)	—			(162)
							(100)		(4B)
Research and development expenses	(112)		(50)		(5)		(22)		(4D)	—			(205)
							(16)		(4A)
Other (charges) gains, net	(8)		—		—		—			—			(8)
Foreign exchange gain (loss), net	(1)		—		—		—			—			(1)
Gain (loss) on disposition of businesses and assets, net	5		—		—		—			—			5
Operating profit (loss)	1,378		(145)		(34)		(130)			—			1,069
Equity in net earnings (loss) of affiliates	220		(7)		(3)		—			—			210
Non-operating pension and other postretirement employee benefit (expense) income	17		12		—		—			—			29
Interest expense	(405)		—		—		—			(412)		(5B)	(817)
Interest income	69		—		—		—			—			69
Dividend income - equity investments	133		—		—		—			—			133
Other income (expense), net	9		(5)		3		5		(4D)	—			12
Earnings (loss) from continuing operations before tax	1,421		(145)		(34)		(125)			(412)			705
Income tax (provision) benefit	489		17		4		29		(4C)	95		(5A)	634
Earnings (loss) from continuing operations	1,910		(128)		(30)		(96)			(317)			1,339
Net (earnings) loss attributable to noncontrolling interests	(8)		5		—		—			—			(3)
Net earnings (loss) from continuing operations attributable to Celanese/M&M Business	$	1,902	$	(123)	$	(30)	$	(96)		$	(317)		$	1,336
Earnings per common share attributable to Celanese Shareholders:
Earnings (loss) per common share – basic	$	17.55											$	12.33
Earnings (loss) per common share – diluted	$	17.41											$	12.23
Weighted average shares - basic	108,380,082												108,380,082
Weighted average shares - diluted	109,235,376												109,235,376

See notes to unaudited pro forma condensed combined financial information

Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. Basis of Presentation

The M&M Acquisition is being accounted for as a business combination using the acquisition method of accounting under U.S. GAAP, in accordance with the provisions of Accounting Standards Codifications (ASC) 805, Business Combinations, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term "fair value" as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Celanese's and the M&M Business' historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 3, Celanese's management conducted a review of the M&M Business' accounting policies in order to determine if differences require adjustment or reclassification of the M&M Business' results of operations to conform to Celanese's accounting policies and classifications. Further, there were no material intercompany transactions and balances between Celanese and the M&M Business for the year ended December 31, 2022.

2. Preliminary Purchase Price Allocation

The table below represents the preliminary calculation of estimated consideration to acquire the M&M Business.


(in millions)
Base purchase price	$	11,000
Contractual adjustments to purchase price(1)	37
Total cash consideration transferred	11,037
Payable related to net pension asset acquired(2)	10
Estimated fair value of share-based compensation awards attributed to pre-combination services(3)	2
Total transaction consideration	$	11,049

______________________________

(1)Reflects adjustments to the base purchase price based on contractual terms of the Transaction Agreement; amounts may change based upon final settlement and agreement between Celanese and DuPont.

(2)Reflects payable to DuPont for the assumption of an over-funded defined benefit plan.

(3)This amount represents the value of DuPont Restricted Stock Unit ("RSU") awards that were not vested and have been replaced by equivalent value of Celanese RSU awards with the same terms and conditions as the original DuPont award grant.

Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of the M&M Business are recognized and measured at fair value. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. The Company is in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including trade names and customer relationships, personal and real property, and deferred taxes. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, will be finalized as soon as practicable, but no later than one year from the Closing Date.

The table below represents the preliminary allocation of the consideration to the M&M Business' identified tangible and intangible assets acquired and liabilities assumed as of the Closing Date.


(in millions)	As of November 1, 2022
Cash and cash equivalents	$	462
Trade receivables	484
Inventories	1,078
Current other assets	311
Property, plant and equipment, net	1,281
Intangible assets:
Customer related intangible assets	1,500
Trade names	1,400
Developed technology	550
Goodwill	5,788
Other assets	359
Total fair value of assets acquired	13,213

Trade payables	(458)
Current other liabilities	(339)
Deferred income taxes	(1,006)
Noncurrent operating lease liabilities	(159)
Other liabilities – noncurrent	(77)
Total fair value of liabilities assumed	(2,039)
Noncontrolling interests	(125)
Net assets acquired	$	11,049

3. Reclassification Adjustments

The historical financial statements of the M&M Business are prepared in accordance with U.S. GAAP. Management performed an analysis of the M&M Business' financial information to identify differences in accounting policies as compared to those of Celanese and differences in the M&M Business' financial statement presentation as compared to the presentation of Celanese.

Refer to the table below for a summary of reclassification adjustments made to present the M&M Business' historical combined statement of operations for the nine months ended September 30, 2022 in conformity with that of Celanese:

Mobility & Materials Business

Combined Statement of Operations

For the nine months ended September 30, 2022

(In millions)


Presentation in Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Statement of Operations	M&M Business Before Reclassification		Reclassification			M&M Business as Reclassified
Net sales	Net sales	$	2,640				$	2,640
Cost of sales	Cost of sales	(2,049)					(2,049)
Selling, general and administrative expenses	Selling, general and administrative expenses	(246)		$	(345)	(i)	(591)
Integration and separation costs		(345)		345		(i)	—
Amortization of intangibles	Amortization of intangible assets	(95)					(95)
Research and development expenses	Research and development expenses	(50)					(50)
Equity in (losses) earnings of nonconsolidated affiliates	Equity in net earnings (loss) of affiliates	(7)					(7)
Sundry income (expense), net	Other income (expense), net	7		(12)		(ii)	(5)
	Non-operating pension and other postretirement employee benefit (expense) income			12		(ii)	12
Benefit from income taxes	Income tax (provision) benefit	17					17
Net income attributable to noncontrolling interests	Net (earnings) loss attributable to noncontrolling interests	5					5

______________________________

(i)Reclassification from "Integration and separation costs" to "Selling, general and administrative expenses"

(ii)Reclassification from "Sundry income (expense), net" to "Non-operating pension and other postretirement employee benefit (expense) income" and "Other income (expense), net"

4. Acquisition Pro Forma Adjustments and Assumptions

A. Reflects impact of depreciation related to the preliminary fair value of property, plant and equipment acquired from the M&M Acquisition.


Property, plant and equipment (dollars in millions)	Preliminary Fair Value		Estimated Useful Life (years)	Year Ended December 31, 2022
Land	$	239	n/a	n/a
Buildings and building improvements	219		2-30	$	15
Machinery and equipment	753		1-20	112
Construction in progress	70		n/a	n/a
Total	$	1,281		$	127

B. Reflects the impact of amortization related to the preliminary fair value of intangible assets acquired from the M&M Acquisition.


Intangible assets (dollars in millions)	Preliminary Fair Value		Estimated Useful Life (years)	Year Ended December 31, 2022
Customer related intangible assets	$	1,500	14-22	$	65
Trade names	1,400		Indefinite	n/a
Developed technology	550		13	35
Total	$	3,450		$	100

C. Represents the adjustments to income tax (provision) benefit related to the earnings (loss) before income taxes generated by the pro forma acquisition adjustments, which were tax effected using a global statutory blended rate of 23%.

D. Represents adjustments related to new ground and space lease agreements entered between DuPont and Celanese in conjunction with consummation of M&M Acquisition. The adjustments are recorded in Research and development expenses for lab leases, Selling, general and administrative expenses for office and service center leases, and Cost of sales for plant leases. For ground and space leases where Celanese is the lessor and DuPont is the lessee, the pro forma adjustments are recorded in Other income (expense).

E. Reflects elimination of the historical depreciation and amortization of the M&M Business related to property, plant and equipment and intangible assets.

F. Reflects the net increase to Cost of sales related to the preliminary fair value of inventory that is expected to be sold within one year of the acquisition date and has not already been reflected in Celanese's Consolidated Statement of Operations for the year ended December 31, 2022. These expenses will not affect the Company's statement of operations beyond 12 months after the acquisition date.

5. Other Accounting Pro Forma Adjustments and Assumptions

A. Represents the adjustments to income tax (provision) benefit related to the earnings (loss) before income taxes resulting from the pro forma other adjustments, which were tax effected using a global statutory blended rate of 23%.

B. Reflects pro forma adjustment to interest expense related to the borrowings under the Term Loan Facility and the issuance of Acquisition Notes.

The Term Loan Facility is composed of a $500 million tranche of delayed-draw term loans due 364 days from issuance, a $750 million tranche of delayed-draw term loans due 3 years from issuance, and a $1.0 billion tranche of delayed-draw term loans due 5 years from issuance. Amounts outstanding under the 364-day tranche of the Term Loan Facility accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on Celanese's senior unsecured debt rating. Amounts outstanding under the 5-year tranche of the Term Loan Facility and 3-year tranche of the Term Loan Facility accrue interest at a rate equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on Celanese's senior unsecured debt rating. The estimated weighted-average interest rate for the Term Loan Facility is 6.24%.

Celanese issued the Acquisition Notes at fixed rates of interest with various maturities. Concurrently with the issuance of the Acquisition USD Notes, the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the Acquisition USD Notes into a euro-denominated borrowing at prevailing euro interest rates. The swaps qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investment of certain of its euro-denominated subsidiaries. The estimated weighted-average interest rate for the Acquisition Notes is 5.6%, inclusive of the yield on the Acquisition Notes and the beneficial impact to Interest expense of the cross-currency swaps.

Below is the pro forma adjustment for additional interest expense to represent a full year of activity as if the M&M Business was acquired on January 1, 2022.


(in millions)	Year ended December 31, 2022
Interest expense on Term loan Facility	$	118
Interest expense on Acquisition Notes, net of impact from cross currency swaps	283
Amortization of debt issuance cost and original issue discount	11
Pro forma adjustment to interest expense	$	412

A 0.125% change in interest rates would increase or decrease Interest expense on a pro forma basis by $2.8 million for the year ended December 31, 2022.