Celanese Corporation Reports Second Quarter 2021 Earnings; Raises Full Year Financial Outlook

·12-min read

DALLAS, July 22, 2021--(BUSINESS WIRE)--Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter GAAP diluted earnings per share of $4.81, the second highest in the Company's history, and highest-ever adjusted earnings per share of $5.02. The Company reported record net sales of $2.2 billion for the quarter with sequential pricing and volume increases of 18 percent and 4 percent, respectively. Actions over the past year, including accelerated turnarounds as well as enhanced sourcing and commercial flexibility, positioned the Company to meet elevated post-pandemic demand in 2021 and to deliver record performance during the second quarter. Engineered Materials and the Acetyl Chain successfully offset continued raw material inflation to drive consolidated operating profit of $567 million and adjusted EBIT of $691 million.

The recently announced acquisition of Santoprene™ and ongoing capital projects within the Acetyl Chain and Engineered Materials position the Company to further raise its future base earnings and deliver sustained shareholder value. During the quarter, the Company returned $326 million of cash to shareholders in the form of share repurchases and dividends.

Second Quarter 2021 Financial Highlights:

Three Months Ended

June 30,
2021

March 31,
2021

June 30,
2020

(unaudited)

(In $ millions, except per share data)

Net Sales

Engineered Materials

682

645

420

Acetate Tow

138

119

127

Acetyl Chain

1,409

1,056

662

Intersegment Eliminations

(31

)

(22

)

(16

)

Total

2,198

1,798

1,193

Operating Profit (Loss)

Engineered Materials

123

130

(13

)

Acetate Tow

24

16

31

Acetyl Chain

516

251

121

Other Activities

(96

)

(71

)

(56

)

Total

567

326

83

Net Earnings (Loss)

540

323

109

Adjusted EBIT(1)

Engineered Materials

161

160

40

Acetate Tow

62

61

64

Acetyl Chain

514

282

116

Other Activities

(46

)

(21

)

(21

)

Total

691

482

199

Equity Earnings and Dividend Income, Other Income (Expense)

Engineered Materials

32

25

26

Acetate Tow

37

41

32

Operating EBITDA(1)

781

570

285

Diluted EPS - continuing operations

$

4.81

$

2.83

$

0.93

Diluted EPS - total

$

4.77

$

2.82

$

0.90

Adjusted EPS(1)

$

5.02

$

3.46

$

1.30

Net cash provided by (used in) investing activities

177

98

(181

)

Net cash provided by (used in) financing activities

(344

)

(371

)

(232

)

Net cash provided by (used in) operating activities

427

116

379

Free cash flow(1)

309

19

283

_____________________________

(1)

See "Non-US GAAP Financial Measures" below.

Recent Highlights:

  • Announced the signing of a definitive agreement to acquire the Santoprene™ TPV elastomers business of Exxon Mobil Corporation for $1.15 billion, strengthening the existing elastomers portfolio and bringing a wider range of functionalized solutions into targeted growth areas.

  • Announced the acquisition of certain technology and sales agreements relating to the production of polyacetal (POM) products from Grupa Azoty S.A. of Poland, following their decision to discontinue POM manufacturing.

  • Announced an expansion of the Florence, Kentucky research and development center with the addition of a pharmaceutical drug delivery lab, supporting programs, and products for long-acting, controlled release drug delivery.

  • Increased the outstanding share repurchase authorization by $1.0 billion, approved by the Board of Directors in July. As of June 30, 2021, the Company had $563 million remaining under the previous authorization.

Second Quarter 2021 Business Segment Overview

Engineered Materials

Engineered Materials reported record net sales of $682 million in the second quarter, primarily due to a 7 percent sequential pricing increase. Pricing expanded during the second quarter, driven by the commercial team's implementation of pricing initiatives in line with raw material inflation, as well as improved mix. Volume was stable compared to the prior period, as the business proactively navigated significant raw material constraints and offset a sequential decline in global auto builds amid semiconductor supply shortages. Engineered Materials generated second quarter GAAP operating profit of $123 million and adjusted EBIT of $161 million. GAAP operating profit and adjusted EBIT margins were 18 percent and 24 percent, respectively. Affiliate earnings increased by $7 million during the second quarter, primarily due to improved performance by Ibn Sina.

Acetyl Chain

The Acetyl Chain generated record net sales of $1.4 billion, a 33 percent increase from the prior quarter due to sequential increases in pricing and volume. Pricing increased 27 percent, primarily due to elevated acetic acid pricing in China amid tightened industry utilization. Volume increased 7 percent sequentially driven by availability of incremental Acetyl Chain production capacity and continued strong demand across most end-markets and regions. The Company successfully resolved raw material constraints and brought its Clear Lake, Texas acetic acid facility back to full operating rates during the second quarter. The Acetyl Chain generated record GAAP operating profit and adjusted EBIT of $516 million and $514 million, respectively, during the second quarter. The business also delivered record operating profit margin of 37 percent and adjusted EBIT margin of 36 percent, expansions of 1,280 and 980 basis points, respectively, over the prior quarter.

Acetate Tow

Acetate Tow recorded net sales of $138 million during the second quarter, which reflected a sequential volume increase of 16 percent and stable pricing. Volume expansion in the second quarter was primarily attributable to timing of customer orders, which were delayed in the prior quarter due to Winter Storm Uri. Higher volume offset the impact of elevated natural gas and acetyls costs to contribute to second quarter GAAP operating profit of $24 million and adjusted EBIT of $62 million. Dividends from affiliates in the second quarter were $37 million, lower sequentially due to the timing of dividend payments.

Cash Flow and Tax

The Company generated second quarter operating cash flow of $427 million and free cash flow of $309 million. Capital expenditures in the second quarter were $110 million and included expenditures for expansion and productivity projects within the Acetyl Chain and Engineered Materials businesses. The Company returned $326 million in cash to shareholders during the second quarter, including $250 million of share repurchases and $76 million of dividends.

The effective US GAAP tax rate of 18 percent in the second quarter was lower in comparison to 24 percent in the same quarter of last year, primarily due to non-recurring adjustments to uncertain tax positions in the prior year, partially offset by increased earnings in high tax jurisdictions. During the second quarter, the Company increased the full year adjusted tax rate from 14 percent to 15 percent, primarily due to the increase in earnings in higher tax jurisdictions. This resulted in an adjusted tax rate of 16 percent for the quarter.

Outlook

"Our record performance this quarter reflected the global positions and unique optionality within our businesses to meet elevated customer demand despite significant sourcing and supply chain constraints that persist," said Lori Ryerkerk, chairman and chief executive officer. "With very strong earnings and cash generation across 2021, we are investing in future growth via organic opportunities within our businesses, disciplined M&A like the Santoprene acquisition, and share repurchases. Our teams' proactive response to the ongoing global supply chain constraints and inflationary backdrop have positioned us well as we enter the second half of 2021. We anticipate that continued moderation in Acetyl Chain industry pricing as the year progresses will be partially offset by strong fundamental demand across our businesses and modest continued sequential earnings momentum in Engineered Materials. As a result, we expect third quarter 2021 adjusted earnings of $4.50 to $4.75 per share and full year 2021 adjusted earnings of $16.50 to $17.00 per share."

The Company is unable to reconcile forecasted adjusted earnings per share growth to US GAAP diluted earnings per share without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, is not practical. For more information, see "Non-GAAP Financial Measures" below.

The Company's prepared remarks related to the second quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on July 22, 2021. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.

Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,700 employees worldwide and had 2020 net sales of $5.7 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.

Forward-Looking Statements

This release 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 this release. These risks and uncertainties include, among other things: the extent to which the COVID-19 pandemic continues to adversely impact the economic environment, market demand and our operations, as well as the pace of any economic recovery; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, mobility, textiles, medical, electronics and construction industries; changes in the price and availability of raw materials, 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 ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions as well as facility turnarounds; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; the ability to identify desirable potential acquisition targets and to complete acquisition or investment transactions consistent with the Company's strategy; the ability to identify and execute on other attractive investment opportunities towards which to deploy capital; increased price competition and the introduction of competing products by other companies; 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, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic); other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters or other crises including public health crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; 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; potential liability resulting from pending or future litigation, 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; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

The extent to which COVID-19 will adversely impact our business, financial condition and results of operations will depend on numerous evolving factors, which are highly uncertain, rapidly changing and cannot be predicted, including: the extent of any resurgence in infections and the spread of the disease, and the effectiveness of any vaccines; additional governmental, business and individual actions to contain the spread of the outbreak, including social distancing, work-at-home, stay-at-home and shelter-in-place orders and shutdowns, travel restrictions and quarantines; the extent to which these conditions depress economic activity generally and demand for our products specifically and affect the financial markets; the effect of the outbreak on our customers, suppliers, supply chain and other business partners; our ability during the outbreak to provide our products and services, including the health and well-being of our employees; business disruptions caused by actual or potential plant, workplace and office closures; the risk that we could be exposed to liability, negative publicity or reputational harm related to any incidents of actual or perceived transmission of COVID-19 among employees at our facilities; the ability of our customers to pay for our products and services during and following the outbreak; the impact of the outbreak on the financial markets and economic activity generally; our ability to access usual sources of liquidity on reasonable terms; and our ability to comply with the financial covenant in our Credit Agreement if a material and prolonged economic downturn results in increased indebtedness or substantially lower EBITDA.

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.

Non-GAAP Financial Measures

Presentation

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

Use of Non-US GAAP Financial Information

This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. 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 is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.

Definitions of Non-US GAAP Financial Measures

  • 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 of our Non-US GAAP Financial Measures and Supplemental Information document). 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.

  • 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.

  • 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 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 of our Non-US GAAP Financial Measures and Supplemental Information document 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 cash flow from 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").

Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about July 22, 2021 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

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.

Supplemental Information

Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.

Consolidated Statements of Operations - Unaudited

Three Months Ended

June 30,
2021

March 31, 2021

June 30,
2020

(In $ millions, except share and per share data)

Net sales

2,198

1,798

1,193

Cost of sales

(1,437

)

(1,313

)

(951

)

Gross profit

761

485

242

Selling, general and administrative expenses

(161

)

(137

)

(114

)

Amortization of intangible assets

(5

)

(6

)

(6

)

Research and development expenses

(22

)

(20

)

(18

)

Other (charges) gains, net

(3

)

6

(21

)

Foreign exchange gain (loss), net

(3

)

3

1

Gain (loss) on disposition of businesses and assets, net

(5

)

(1

)

Operating profit (loss)

567

326

83

Equity in net earnings (loss) of affiliates

37

29

31

Non-operating pension and other postretirement employee benefit (expense) income

38

38

27

Interest expense

(24

)

(25

)

(27

)

Interest income

4

1

1

Dividend income - equity investments

37

42

32

Other income (expense), net

1

(2

)

Earnings (loss) from continuing operations before tax

660

409

147

Income tax (provision) benefit

(116

)

(85

)

(35

)

Earnings (loss) from continuing operations

544

324

112

Earnings (loss) from operation of discontinued operations

(6

)

(1

)

(4

)

Income tax (provision) benefit from discontinued operations

2

1

Earnings (loss) from discontinued operations

(4

)

(1

)

(3

)

Net earnings (loss)

540

323

109

Net (earnings) loss attributable to noncontrolling interests

(2

)

(1

)

(2

)

Net earnings (loss) attributable to Celanese Corporation

538

322

107

Amounts attributable to Celanese Corporation

Earnings (loss) from continuing operations

542

323

110

Earnings (loss) from discontinued operations

(4

)

(1

)

(3

)

Net earnings (loss)

538

322

107

Earnings (loss) per common share - basic

Continuing operations

4.83

2.85

0.93

Discontinued operations

(0.04

)

(0.01

)

(0.03

)

Net earnings (loss) - basic

4.79

2.84

0.90

Earnings (loss) per common share - diluted

Continuing operations

4.81

2.83

0.93

Discontinued operations

(0.04

)

(0.01

)

(0.03

)

Net earnings (loss) - diluted

4.77

2.82

0.90

Weighted average shares (in millions)

Basic

112.3

113.5

118.3

Diluted

112.8

114.0

118.8

Consolidated Balance Sheets - Unaudited

As of
June 30,
2021

As of
December 31,
2020

(In $ millions)

ASSETS

Current Assets

Cash and cash equivalents

1,054

955

Trade receivables - third party and affiliates, net

1,218

792

Non-trade receivables, net

570

450

Inventories

1,118

978

Marketable securities

29

533

Other assets

72

55

Total current assets

4,061

3,763

Investments in affiliates

818

820

Property, plant and equipment, net

3,922

3,939

Operating lease right-of-use assets

215

232

Deferred income taxes

257

259

Other assets

500

411

Goodwill

1,143

1,166

Intangible assets, net

304

319

Total assets

11,220

10,909

LIABILITIES AND EQUITY

Current Liabilities

Short-term borrowings and current installments of long-term debt - third party and affiliates

500

496

Trade payables - third party and affiliates

998

797

Other liabilities

531

680

Income taxes payable

100

Total current liabilities

2,129

1,973

Long-term debt, net of unamortized deferred financing costs

3,156

3,227

Deferred income taxes

526

509

Uncertain tax positions

260

240

Benefit obligations

611

643

Operating lease liabilities

181

208

Other liabilities

200

214

Commitments and Contingencies

Stockholders' Equity

Treasury stock, at cost

(4,993

)

(4,494

)

Additional paid-in capital

292

257

Retained earnings

8,797

8,091

Accumulated other comprehensive income (loss), net

(298

)

(328

)

Total Celanese Corporation stockholders' equity

3,798

3,526

Noncontrolling interests

359

369

Total equity

4,157

3,895

Total liabilities and equity

11,220

10,909

Non-US GAAP Financial Measures and Supplemental Information

July 22, 2021

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 three business segments, Engineered Materials, Acetate Tow and 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.

  • 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

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions)

Net earnings (loss) attributable to Celanese Corporation

538

322

1,985

1,453

207

107

218

(Earnings) loss from discontinued operations

4

1

12

2

3

7

Interest income

(4

)

(1

)

(6

)

(2

)

(1

)

(1

)

(2

)

Interest expense

24

25

109

26

28

27

28

Income tax provision (benefit)

116

85

247

117

30

35

65

Certain Items attributable to Celanese Corporation (Table 8)

13

50

(1,216

)

(1,294

)

24

28

26

Adjusted EBIT

691

482

1,131

300

290

199

342

Depreciation and amortization expense(1)

90

88

344

87

88

86

83

Operating EBITDA

781

570

1,475

387

378

285

425

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions)

Engineered Materials

1

2

5

2

1

2

Acetate Tow

Acetyl Chain

1

1

Other Activities(2)

Accelerated depreciation and amortization expense

1

2

6

2

1

1

2

Depreciation and amortization expense(1)

90

88

344

87

88

86

83

Total depreciation and amortization expense

91

90

350

89

89

87

85

______________________________

(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, the 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

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions, except percentages)

Operating Profit (Loss) / Operating Margin

Engineered Materials

123

18.0

%

130

20.2

%

235

11.3

%

62

10.8

%

84

16.0

%

(13

)

(3.1

)%

102

18.1

%

Acetate Tow

17.4

%

16

13.4

%

118

22.7

%

30

22.4

%

30

23.3

%

31

24.4

%

27

20.9

%

Acetyl Chain(1)

516

36.6

%

251

23.8

%

563

17.9

%

186

20.4

%

121

15.6

%

121

18.3

%

135

16.9

%

Other Activities(2)

(96

)

(71

)

(252

)

(75

)

(51

)

(56

)

(70

)

Total

567

25.8

%

326

18.1

%

664

11.7

%

203

12.8

%

184

13.0

%

83

7.0

%

194

13.3

%

Less: Net Earnings (Loss) Attributable to NCI(1)

2

1

7

1

2

2

2

Operating Profit (Loss) Attributable to Celanese Corporation

565

25.7

%

325

18.1

%

657

11.6

%

202

12.7

%

182

12.9

%

81

6.8

%

192

13.2

%

Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation

Engineered Materials

123

18.0

%

130

20.2

%

235

11.3

%

62

10.8

%

84

16.0

%

(13

)

(3.1

)%

102

18.1

%

Acetate Tow

24

17.4

%

16

13.4

%

118

22.7

%

30

22.4

%

30

23.3

%

31

24.4

%

27

20.9

%

Acetyl Chain(1)

514

36.5

%

250

23.7

%

556

17.7

%

185

20.3

%

119

15.3

%

119

18.0

%

133

16.6

%

Other Activities(2)

(96

)

(71

)

(252

)

(75

)

(51

)

(56

)

(70

)

Total

565

25.7

%

325

18.1

%

657

11.6

%

202

12.7

%

182

12.9

%

81

6.8

%

192

13.2

%

Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation

Engineered Materials

32

25

115

15

21

26

53

Acetate Tow

37

41

126

29

28

32

37

Acetyl Chain

2

2

5

2

2

1

Other Activities(2)

4

1

19

4

5

5

5

Total

75

69

265

50

56

63

96

Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation

Engineered Materials

1

1

Acetate Tow

Acetyl Chain

Other Activities(2)

38

38

16

(67

)

28

27

28

Total

38

38

17

(66

)

28

27

28

Gain (Loss) On Sale of Investments in Affiliates

Engineered Materials

1,408

1,408

Acetate Tow

Acetyl Chain

Other Activities(2)

Total

1,408

1,408

Certain Items Attributable to Celanese Corporation (Table 8)

Engineered Materials

6

5

(1,356

)

(1,404

)

11

27

10

Acetate Tow

1

4

5

1

1

3

Acetyl Chain

(2

)

30

7

5

(3

)

5

Other Activities(2)

8

11

128

110

7

3

8

Total

13

50

(1,216

)

(1,294

)

24

28

26

___________________________

(1)

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

(2)

Other Activities includes corporate SG&A expenses, the 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.)

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions, except percentages)

Adjusted EBIT / Adjusted EBIT Margin

Engineered Materials

161

23.6

%

160

24.8

%

403

19.4

%

82

14.3

%

116

22.1

%

40

9.5

%

165

29.3

%

Acetate Tow

62

44.9

%

61

51.3

%

249

48.0

%

59

44.0

%

59

45.7

%

64

50.4

%

67

51.9

%

Acetyl Chain

514

36.5

%

282

26.7

%

568

18.0

%

187

20.5

%

126

16.2

%

116

17.5

%

139

17.4

%

Other Activities(2)

(46

)

(21

)

(89

)

(28

)

(11

)

(21

)

(29

)

Total

691

31.4

%

482

26.8

%

1,131

20.0

%

300

18.9

%

290

20.6

%

199

16.7

%

342

23.4

%

Depreciation and Amortization Expense(1)

Engineered Materials

34

33

129

32

33

32

32

Acetate Tow

9

10

36

10

9

9

8

Acetyl Chain

43

41

162

41

41

41

39

Other Activities(2)

4

4

17

4

5

4

4

Total

90

88

344

87

88

86

83

Operating EBITDA / Operating EBITDA Margin

Engineered Materials

195

28.6

%

193

29.9

%

532

25.6

%

114

19.9

%

149

28.3

%

72

17.1

%

197

35.0

%

Acetate Tow

71

51.4

%

71

59.7

%

285

54.9

%

69

51.5

%

68

52.7

%

73

57.5

%

75

58.1

%

Acetyl Chain

557

39.5

%

323

30.6

%

730

23.2

%

228

25.1

%

167

21.5

%

157

23.7

%

178

22.3

%

Other Activities(2)

(42

)

(17

)

(72

)

(24

)

(6

)

(17

)

(25

)

Total

781

35.5

%

570

31.7

%

1,475

26.1

%

387

24.3

%

378

26.8

%

285

23.9

%

425

29.1

%

___________________________

(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, the 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

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

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

542

4.81

323

2.83

1,997

16.85

1,453

12.50

209

1.76

110

0.93

225

1.88

Income tax provision (benefit)

116

85

247

117

30

35

65

Earnings (loss) from continuing operations before tax

658

408

2,244

1,570

239

145

290

Certain Items attributable to Celanese Corporation (Table 8)

13

50

(1,216

)

(1,294

)

24

28

26

Refinancing and related expenses

Adjusted earnings (loss) from continuing operations before tax

671

458

1,028

276

263

173

316

Income tax (provision) benefit on adjusted earnings(1)

(105

)

(64

)

(123

)

(33

)

(32

)

(18

)

(41

)

Adjusted earnings (loss) from continuing operations(2)

566

5.02

394

3.46

905

7.64

243

2.09

231

1.95

155

1.30

275

2.29

Diluted shares (in millions)(3)

Weighted average shares outstanding

112.3

113.5

117.8

115.7

118.0

118.3

119.3

Incremental shares attributable to equity awards

0.5

0.5

0.7

0.6

0.6

0.5

0.6

Total diluted shares

112.8

114.0

118.5

116.3

118.6

118.8

119.9

______________________________

(1)

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

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In percentages)

Adjusted effective tax rate

16

14

12

12

12

10

13

(2)

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)

2020

12.4

6.5

(3)

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

Estimated

Actual

2021

2020

(In percentages)

US GAAP annual effective tax rate

18

11

Discrete quarterly recognition of GAAP items(1)

(1

)

12

Tax impact of other charges and adjustments(2)

(2

)

(9

)

Utilization of foreign tax credits

(1

)

(3

)

Changes in valuation allowances, excluding impact of other charges and adjustments(3)

1

Other(4)

1

Adjusted tax rate

15

12

______________________________

Note: As part of the year-end reconciliation, we will update 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)

Tax impacts related to full-year forecasted tax opportunities and related costs.

Table 4

Net Sales by Segment - Unaudited

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions)

Engineered Materials

682

645

2,081

572

526

420

563

Acetate Tow

138

119

519

134

129

127

129

Acetyl Chain

1,409

1,056

3,147

910

776

662

799

Other Activities

Intersegment eliminations(1)

(31

)

(22

)

(92

)

(25

)

(20

)

(16

)

(31

)

Net sales

2,198

1,798

5,655

1,591

1,411

1,193

1,460

___________________________

(1)

Includes intersegment sales primarily related to the Acetyl Chain.

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

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

Acetate Tow

16

16

Acetyl Chain

7

27

34

Total Company

4

18

22

Three Months Ended March 30, 2021 Compared to Three Months Ended December 31, 2020

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

6

6

1

13

Acetate Tow

(10

)

(1

)

(11

)

Acetyl Chain

(7

)

23

16

Total Company

(3

)

15

1

13

Three Months Ended December 31, 2020 Compared to Three Months Ended September 30, 2020

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

7

2

9

Acetate Tow

4

(1

)

3

Acetyl Chain

6

10

1

17

Total Company

7

5

1

13

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

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

27

(6

)

4

25

Acetate Tow

1

1

1

3

Acetyl Chain

18

(2

)

1

17

Total Company

20

(3

)

2

(1

)

18

Three Months Ended June 30, 2020 Compared to Three Months Ended March 31, 2020

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

(25

)

(25

)

Acetate Tow

(3

)

1

(2

)

Acetyl Chain

(6

)

(11

)

(17

)

(1)

Total Company

(13

)

(6

)

1

(18

)

Three Months March 31, 2020 Compared to Three Months Ended December 31, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

4

4

Acetate Tow

(9

)

(4

)

(13

)

Acetyl Chain

5

(1

)

4

Total Company

3

(1

)

2

________________________

(1)

2020 includes the effect of the acquisition of the Elotex® brand.

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

Acetate Tow

10

(1

)

9

Acetyl Chain

27

83

3

113

Total Company

31

50

4

(1

)

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

Acetate Tow

(8

)

(8

)

Acetyl Chain

5

25

2

32

Total Company

5

14

4

23

Three Months Ended December 31, 2020 Compared to Three Months Ended December 31, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

6

(4

)

4

6

Acetate Tow

(7

)

(3

)

1

(9

)

Acetyl Chain

19

(3

)

2

18

Total Company

12

(4

)

3

11

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

(10

)

(3

)

2

(11

)

Acetate Tow

(15

)

(3

)

(18

)

Acetyl Chain

(1

)

(11

)

1

(11

)

Total Company

(6

)

(7

)

1

1

(11

)

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

(27

)

(1

)

(1

)

(29

)

Acetate Tow

(18

)

(5

)

(23

)

Acetyl Chain

(14

)

(8

)

(1

)

(23

)

Total Company

(20

)

(5

)

(1

)

1

(25

)

Three Months March 31, 2020 Compared to Three Months Ended March 31, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

(9

)

(5

)

(1

)

(15

)

Acetate Tow

(17

)

(5

)

(22

)

Acetyl Chain

(3

)

(7

)

(1

)

1

(10

)

Total Company

(7

)

(6

)

(1

)

1

(13

)

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Volume

Price

Currency

Other

Total

(In percentages)

Engineered Materials

(11

)

(3

)

1

(13

)

Acetate Tow

(14

)

(4

)

(18

)

Acetyl Chain

(8

)

1

(7

)

Total Company

(5

)

(6

)

1

(10

)

Table 5

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

Q2 '21

Q1 '21

2020

Q4 '20

Q3 '20

Q2 '20

Q1 '20

(In $ millions, except percentages)

Net cash provided by (used in) investing activities

177

98

592

979

(78

)

(181

)

(128

)

Net cash provided by (used in) financing activities

(344

)

(371

)

(1,471

)

(933

)

(290

)

(232

)

(16

)

Net cash provided by (used in) operating activities

427

116

1,343

274

431

379

259

Capital expenditures on property, plant and equipment

(110

)

(92

)

(364

)

(85

)

(72

)

(88

)

(119

)

Distributions to NCI

(8

)

(5

)

(29

)

(8

)

(8

)

(8

)

(5

)

Free cash flow(1)(2)

309

19

950

181

351

283

135

Net sales

2,198

1,798

5,655

1,591

1,411

1,193

1,460

Free cash flow as % of Net sales

14.1

%

1.1

%

16.8

%

11.4

%

24.9

%

23.7

%

9.2

%

______________________________

(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.

(2)

Excludes required debt service and finance lease payments of $30 million and $26 million for the years ended December 31, 2021 and 2020, respectively.