Mga Batayang Estadistika
| LEI | 549300FHJQTDPPN41627 |
| CIK | 1306830 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Celanese Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
Form of 2025 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors). Exhibit 10.1 [Form of 2025 Director Time-Based RSU Award Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restricti |
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| August 11, 2025 |
Non-US GAAP Financial Measures and Supplemental Information August 11, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 11, 2025 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 reconciliati |
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| August 11, 2025 |
Exhibit 10.2 SIXTH AMENDMENT TO CREDIT AGREEMENT SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 11, 2025 (this “Sixth Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent (in such capacity, th |
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| August 11, 2025 |
Exhibit 99.1(a) Second Quarter 2025 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation second quarter 2025 earnings prepared comments. The Celanese Corporation second quarter 2025 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. A |
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| August 11, 2025 |
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): August 11, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of R |
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| August 11, 2025 |
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): August 11, 2025 (August 11, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporati |
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| August 11, 2025 |
q220258-kex991b Q2 Investor Presentation August 2025 Celanese Corporation Disclosures Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning Celanese Corporation’s (the “Company”) plans objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. |
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| August 11, 2025 |
Non-US GAAP Financial Measures and Supplemental Information August 11, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 11, 2025 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 reconciliati |
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| August 11, 2025 |
Celanese Corporation Reports Second Quarter Earnings Exhibit 99.1 Celanese Corporation Reports Second Quarter Earnings Dallas, August 11, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter 2025 U.S. GAAP diluted earnings per share of $1.90 and adjusted earnings per share of $1.44. The Company generated net sales of $2.5 billion in the second quarter, a 6 percent increase from the p |
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| August 11, 2025 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries (as of June 30, 2025) Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.415% Senior Notes due 2027(2), 0.625% Senior Notes due 2028, 6.850% Senior Notes due 2028(1)(4), 5.587% Senior Notes due 2029(3), 6.5 |
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| August 11, 2025 |
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): August 11, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 11, 2025 |
Exhibit 10.1 Published Deal CUSIP Number: 15089XAQ2 Published Revolver CUSIP Number: 15089XAR0 CREDIT AGREEMENT Dated as of August 11, 2025 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto, with DEUTSCHE BANK SECU |
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| June 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| May 30, 2025 |
Exhibit 1.01 Conflict Minerals Report Exhibit 1.01 Celanese Corporation Conflict Minerals Report For the Reporting Period January 1, 2024 to December 31, 2024 Introduction This Conflict Minerals Report ("Report") of Celanese Corporation ("Celanese") is filed pursuant to Rule 13p-1 and Form SD ("Rule") promulgated under the Securities Exchange Act of 1934, as amended. This Report covers the reporting period from January 1, 2024 to Dece |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 001-32410 (Commission File Number) 222 West Las Colinas Blvd., Suite 900N Irving TX (Address of Principal Executive Offices) 75039-5421 (Zip C |
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| May 16, 2025 |
Exhibit 3.2 CERTIFICATE OF ELIMINATION OF 4.25% CONVERTIBLE PERPETUAL PREFERRED STOCK OF CELANESE CORPORATION (Pursuant to Section 151(g) of the Delaware General Corporation Law) Celanese Corporation, a Delaware corporation (the “Company”), does hereby certify that the following resolutions respecting the 4.25% Convertible Perpetual Preferred Stock were duly adopted by the Company’s Board of Direc |
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| May 16, 2025 |
Exhibit 3.1 state of delaware Certificate of Amendment Of SECOND AMENDED AND RESTATED Certificate of Incorporation Of CELANESE Corporation Celanese Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporati |
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| May 16, 2025 |
Amended and Restated By-laws of Celanese Corporation, effective May 15, 2025. Exhibit 3.4 CELANESE CORPORATION AMENDED AND RESTATED BY-LAWS Effective as of May 15, 2025 Article I OFFICES Section 1.01 Registered Office. The registered office and registered agent of the Corporation in the State of Delaware shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State of Delaware. The Corpor |
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| May 16, 2025 |
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): May 15, 2025 (May 14, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (C |
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| May 16, 2025 |
Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF CELANESE CORPORATION (Originally incorporated on November 3, 2004) Article I Section 1.1 Name. The name of the Corporation (the “Corporation”) is: Celanese Corporation. Article II Section 2.1 Address. The registered office in the State of Delaware is Corporate Creations Network Inc., 1521 Concord Pike, Suite 201, Wilmington, New Castle Cou |
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| May 6, 2025 |
Form of 2025 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer. Exhibit 10.5 [Form of 2025 CEO Performance-Based RSU Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the |
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| May 6, 2025 |
Change in Control Agreement between Celanese Corporation and Todd L. Elliott. Exhibit 10.10 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (the "Agreement") is entered into on March 14, 2025 (the "Effective Date") by and between Celanese Corporation (the "Company") and Todd Elliott (the "Executive"). The Company considers it essential to foster the continued employment of key management personnel. The Board of Directors of the Company (the "Board") believes th |
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| May 6, 2025 |
Offer Letter, dated January 15, 2025, between Celanese Corporation and Todd L. Elliott. Exhibit 10.9 January 14, 2025 Dear Todd Elliott: Congratulations! I am pleased to offer you the position of SVP, Engineered Materials for Celanese Corporation reporting to Scott Richardson, President & CEO. Your position will be based at our Irving, Texas office. We are confident that you will be a great addition to Celanese, and we are thrilled to have you join the team! This letter outlines the |
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| May 6, 2025 |
Form of 2025 Time-Based Stock Option Award Agreement for Chief Executive Officer. Exhibit 10.7 [Form of 2025 Time-Based CEO Stock Option Award] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in thi |
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| May 6, 2025 |
Form of 2025 Time-Based Stock Option Award Agreement. Exhibit 10.6 [Form of 2025 Time-Based Stock Option Award] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Ag |
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| May 6, 2025 |
Exhibit 4.2 Execution Version CELANESE US HOLDINGS LLC THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and COMPUTERSHARE TRUST COMPANY, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) 6.500% Senior Notes due 2030 6.750% Senior Notes due 2033 SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of March 14, 2025 to INDENTU |
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| May 6, 2025 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.415% Senior Notes due 2027(2), 0.625% Senior Notes due 2028, 6.600% Senior Notes due 2028(1), 5.587% Senior Notes due 2029(3), 6.580% Senior Notes due 2029 |
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| May 6, 2025 |
Form of 2025 Performance-Based Restricted Stock Unit Award Agreement. Exhibit 10.4 [Form of 2025 Performance-Based RSU Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the res |
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| May 6, 2025 |
Exhibit 10.8 AGREEMENT AND GENERAL RELEASE ("Agreement") Celanese Corporation and its subsidiaries and affiliates ("Company", "Employer," or "Celanese"), 222 W. Las Colinas Blvd., Irving, Texas 75039, and THOMAS KELLY and his heirs, executors, administrators, successors, and assigns ("Executive") agree that: 1.Last Day of Active Employment; Transition Period; Separation Date. The last day of Execu |
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| May 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of |
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| May 5, 2025 |
Non-US GAAP Financial Measures and Supplemental Information May 5, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 5, 2025 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 |
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| May 5, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 5, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission File N |
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| May 5, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission File N |
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| May 5, 2025 |
Non-US GAAP Financial Measures and Supplemental Information May 5, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 5, 2025 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 |
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| May 5, 2025 |
Q1 Investor Presentation May 2025 Celanese Corporation Disclosures Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning Celanese Corporation’s (the “Company”) plans objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. |
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| May 5, 2025 |
Celanese Corporation Reports First Quarter Earnings Exhibit 99.1 Celanese Corporation Reports First Quarter Earnings Dallas, May 5, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported first quarter 2025 U.S. GAAP diluted loss per share of $0.15 and adjusted earnings per share of $0.57. The Company generated net sales of $2.4 billion in the first quarter, a 1 percent increase from the previous qua |
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| May 5, 2025 |
Exhibit 99.1(a) First Quarter 2025 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation first quarter 2025 earnings prepared comments. The Celanese Corporation first quarter 2025 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit |
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| March 19, 2025 |
Exhibit 99.2 News Release Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Announces Pricing of Cash Tender Offers for 4.777% Senior Notes due 2026 and 6.415% Senior Notes due 2027 DALLAS (March 19, 2025)-(PR NEWSWIRE)- Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced the pricing of offers by its |
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| March 19, 2025 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Announces Early Results and Upsize of Tender Offers for 4.777% Senior Notes due 2026 and 6.415% Senior Notes due 2027 DALLAS (March 18, 2025)-(PR NEWSWIRE)- Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced the early result |
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| March 19, 2025 |
Financial Statements and Exhibits, Other Events 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 19, 2025 (March 18, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation |
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| March 14, 2025 |
Exhibit 4.2 Execution Version CELANESE US HOLDINGS LLC THE GUARANTORS PARTY HERETO, as Guarantors, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Registrar and Transfer Agent and U.S. BANK EUROPE DAC, UK BRANCH (formerly known as Elavon Financial Services DAC, UK Branch), as Paying Agent and COMPUTERSHARE TRUST COMPANY, N.A., as Base Trustee (as successor to Wells Fargo Bank, National |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit |
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| March 14, 2025 |
Exhibit 4.4 Execution Version CELANESE US HOLDINGS LLC THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and COMPUTERSHARE TRUST COMPANY, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) 6.500% Senior Notes due 2030 6.750% Senior Notes due 2033 SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of March 14, 2025 to INDENTU |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Celanese Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 98-0420726 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 222 West Las Colinas |
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| March 14, 2025 |
2025 (incorporated by reference to Exhibit 3.1 to the Current Exhibit 3.1 FIRST AMENDMENT TO THE SEVENTH AMENDED AND RESTATED BY-LAWS OF CELANESE CORPORATION March 14, 2025 Reference is made to that certain Seventh Amended and Restated By-laws of Celanese Corporation, effective as of November 2, 2022 (the “By-laws”). 1. Section 8.01 of the By-laws is hereby amended and restated in its entirety as follows: Section 8.01 Exclusive Forum. (A) |
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| March 14, 2025 |
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 14, 2025 (March 14, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation |
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| March 14, 2025 |
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 14, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 10, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 Celanese Corp Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 6. |
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| March 10, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-271048 PROSPECTUS SUPPLEMENT (To prospectus dated March 31, 2023) Celanese US Holdings LLC $700,000,000 6.500% Senior Notes due 2030 $1,100,000,000 6.750% Senior Notes due 2033 Celanese US Holdings LLC (the "Issuer") is offering $700,000,000 aggregate principal amount of its 6.500% Senior Notes due 2030 (the "2030 notes") |
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| March 10, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 Celanese Corp Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5. |
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| March 10, 2025 |
Celanese US Holdings LLC €750,000,000 5.000% Senior Notes due 2031 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-271048 PROSPECTUS SUPPLEMENT (To prospectus dated March 31, 2023) Celanese US Holdings LLC €750,000,000 5.000% Senior Notes due 2031 Celanese US Holdings LLC (the "Issuer" is offering €750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2031 (the "notes"). Interest on the notes will be payable semi-annua |
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| March 7, 2025 |
Exhibit 1.2 Execution Version UNDERWRITING AGREEMENT March 6, 2025 J.P. MORGAN SECURITIES PLC As Representative of the several Underwriters c/o J.P. MORGAN SECURITIES PLC 25 Bank Street Canary Wharf London E14 5JP United Kingdom Ladies and Gentlemen: Introductory. Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a De |
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| March 7, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 7, 2025 (March 6, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) |
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| March 7, 2025 |
Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT March 6, 2025 J.P. MORGAN SECURITIES LLC As Representative of the several Underwriters c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Introductory. Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corpora |
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| March 6, 2025 |
Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (To the Preliminary Prospectus Registration No. |
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| March 6, 2025 |
Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (To the Preliminary Prospectus Registration No. |
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| March 5, 2025 |
Subject to Completion Preliminary Prospectus Supplement dated March 5, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-271048 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor are they soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not p |
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| March 5, 2025 |
Exhibit 99.1 Celanese Announces Cash Tender Offers for up to €500 Million Aggregate Principal Amount of 4.777% Senior Notes due 2026 and $250 Million Aggregate Principal Amount of 6.415% Senior Notes due 2027 Wednesday, March 5, 2025 DALLAS-(BUSINESS WIRE)- Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced that its direct wholly-owned |
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| March 5, 2025 |
Financial Statements and Exhibits, Other Events 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 5, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission File |
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| March 5, 2025 |
Subject to Completion Preliminary Prospectus Supplement dated March 5, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-271048 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor are they soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not p |
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| February 21, 2025 |
Exhibit 10.11(a) AGREEMENT AND GENERAL RELEASE ("Agreement") Celanese Corporation and its subsidiaries and affiliates ("Company", "Employer," or "Celanese"), 222 W. Las Colinas Blvd., Irving, Texas 75039, and Lori J. Ryerkerk and her heirs, executors, administrators, successors, and assigns ("Executive") agree that: 1.Last Day of Active Employment; Separation Date. The last day of Executive's empl |
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| February 21, 2025 |
List of Subsidiaries of Celanese Corporation. Exhibit 21.1 List of Subsidiaries of Celanese Corporation (As of December 31, 2024) Name of Company Jurisdiction Aggregate Ownership of more than 70% (100% aggregate ownership unless otherwise indicated) Acetate (Malta) Company Limited Malta Acetate Belgium Holdings B.V. Netherlands Acetate Belgium Holdings LLC Delaware Acetate Europe Coöperatief U.A. Netherlands Acetate Holdings LLC Delaware Acet |
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| February 21, 2025 |
Exhibit 10.12(c).1 Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement (12.31.2024) Scott A. Richardson Thomas F. Kelly Mark C. Murray Chuck B. Kyrish Ashley B. Duffie |
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| February 21, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Commission File Number) 001-32410 CELANESE CORPORATION (Exact Name of Regi |
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| February 21, 2025 |
Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy. Exhibit 97 CELANESE CORPORATION INCENTIVE-BASED COMPENSATION RECOUPMENT (CLAWBACK) POLICY (Financial Restatements) I. |
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| February 21, 2025 |
Exhibit 4.10 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Celanese Corporation (the "Company") and its subsidiaries have six classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (1) the Company's common stock; (2) the 1.250% Senior Notes due 2025 of Celanese |
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| February 21, 2025 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% Senior Notes due 2028, 6.600% Senior Notes due 2028(1), 5.33 |
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| February 21, 2025 |
Exhibit 19.1 CELANESE CORPORATION INSIDER TRADING POLICY AND PROCEDURES As amended July 20, 2023 1.0 Purpose This policy provides guidelines with respect to transactions in securities of Celanese Corporation (together with its subsidiaries, the "Company") and the handling of material, nonpublic information (as defined below) about the Company and other companies with which the Company may do busin |
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| February 21, 2025 |
Summary of Non-Employee Director Compensation. Exhibit 10.16 Summary of Non-Employee Director Compensation Each non-employee director of Celanese Corporation (the "Company") is entitled to (i) an annual cash retainer of $125,000, which is paid in quarterly installments, in arrears, and (ii) an annual equity retainer of $175,000 in restricted stock units (awarded at the first regular board meeting following the Annual Meeting of Stockholders). |
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| February 18, 2025 |
vz1 Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 17, 2025 (this “Fifth Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative age |
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| February 18, 2025 |
Non-US GAAP Financial Measures and Supplemental Information February 18, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 18, 2025 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 reconcilia |
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| February 18, 2025 |
2025 Key Actions February 2025 Exhibit 99.1(b) Celanese Corporation Disclosures Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning Celanese Corporation’s (the “Company”) plans objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, dividend polic |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 (February 17, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| February 18, 2025 |
Non-US GAAP Financial Measures and Supplemental Information February 18, 2025 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 18, 2025 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 reconcilia |
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| February 18, 2025 |
Celanese Corporation Reports Full Year 2024 and Fourth Quarter Earnings Exhibit 99.1 Celanese Corporation Reports Full Year 2024 and Fourth Quarter Earnings Dallas, February 18, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2024 U.S. GAAP diluted loss per share of $13.86 and adjusted earnings per share of $8.37. The Company generated net sales of $10.3 billion in 2024, a 6 percent decrease from the p |
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| February 18, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission |
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| February 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission |
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| February 18, 2025 |
Exhibit 10.2 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 17, 2025 (this “Fourth Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), Celanese Europe B.V., a private limited liability company incorporated under the laws |
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| February 18, 2025 |
Exhibit 10.3 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 17, 2025 (this “First Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent ( |
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| February 18, 2025 |
Exhibit 99.1(a) Fourth Quarter 2024 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation fourth quarter 2024 earnings prepared comments. The Celanese Corporation fourth quarter 2024 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. A |
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| February 14, 2025 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd Irving, Texas 75039 Scott Sutton Elected to Celanese Board of Directors Board Establishes Finance and Business Review Committee to Assist with Oversight of the Company’s Financial Position and Business Improvement Initiatives DALLAS – February 14, 2025 – Celanese Corporation (NYSE: CE), a global chemical and specialty materia |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 (February 13, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| February 11, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the guarantor of the stated securities from listing and registration on the Exchange at the opening of business on February 24, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 10, 2025 |
JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Celanese Corporation is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| January 16, 2025 |
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): January 16, 2025 (January 14, 2025) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| January 16, 2025 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd Irving, Texas 75039 Celanese Announces New Leadership Appointment to Drive Growth and Profitability Todd Elliott Rejoins Celanese to Lead Engineered Materials January 16, 2025 – Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced a new addition to its Executive Leadership Team ( |
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| December 19, 2024 |
Christopher Kuehn Elected to Celanese Board of Directors Exhibit 99.1 Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Christopher Kuehn Elected to Celanese Board of Directors DALLAS (December 19, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Christopher Kuehn has been elected to the company’s Board of Directors. Mr. Kuehn, 52, is the Executive Vice Presiden |
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| December 19, 2024 |
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): December 19, 2024 (December 19, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| December 12, 2024 |
Designated Roles Member Severance Benefits Plan Exhibit 10.1 DESIGNATED ROLES MEMBER SEVERANCE BENEFITS PLAN Adopted: December 9, 2024 Effective January 1, 2025 Implementation Date: March 10, 2025 (for eligible employees participating in the Executive Severance Benefits Plan on December 31, 2024) Table of Contents Page Table of Contents i Executive Severance Benefits Plan Overview 1 Who is Eligible 1 Covered Severance Events 1 How the Severance |
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| December 12, 2024 |
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): December 12, 2024 (December 9, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpor |
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| December 9, 2024 |
Offer Letter, dated December 9, 2024, between Celanese Corporation and Scott A. Richardson Exhibit 10.1 December 9, 2024 To: Scott Richardson We are excited to offer you this compensation package given your new role within Celanese, and we look forward to the contributions you will continue to make in your new position. Your position will be President & CEO based in Irving, Texas, reporting to the Board of Directors. Details of the offer are as outlined below: Annual Base Salary: $1,150 |
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| December 9, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Celanese Announces Leadership Transition Scott Richardson to Become Chief Executive Officer and Join the Board of Directors Edward Galante to Become Chair of the Celanese Board Lori Ryerkerk to Step Down from the Board and Her Roles as CEO and President at the End of the Year DALLAS – December 9, 2024 – Celanese Corporation (NYSE: CE), a global chemical and speci |
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| December 9, 2024 |
Exhibit 10.2 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into on December 9, 2024 but effective as of January 1, 2025 (the “Effective Date”) by and between Celanese Corporation (the “Company”) and Scott A. Richardson (the “Executive”). The Company considers it essential to foster the continued employment of key |
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| December 9, 2024 |
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): December 9, 2024 (December 9, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| December 6, 2024 |
CE / Celanese Corporation / DODGE & COX - SC 13G/A Passive Investment SC 13G/A 1 d851276dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 15)* CELANESE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) November 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| December 5, 2024 |
CE / Celanese Corporation / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) November 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 13, 2024 |
CE / Celanese Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| November 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name |
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| November 12, 2024 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries (As of September 30, 2024) Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% Senior Notes due 2028, 6.350% Sen |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 4, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission F |
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| November 4, 2024 |
EX-10.2 3 tm2427374d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of November 1, 2024 (this “Third Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), Celanese Europe B.V., a private limited liab |
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| November 4, 2024 |
Exhibit 10.1 Execution Version Published Deal CUSIP Number 15089XAN9 Published Facility CUSIP Number 15089XAP4 TERM LOAN CREDIT AGREEMENT Dated as of November 1, 2024 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC, as the Company, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto, with BOFA SECURITIES, INC., as Joint Lead Arranger and Sole Bookrunner T |
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| November 4, 2024 |
Celanese Corporation Reports Third Quarter Earnings Exhibit 99.1 Celanese Corporation Reports Third Quarter Earnings Dallas, November 4, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter 2024 U.S. GAAP diluted earnings per share of $1.08 and adjusted earnings per share of $2.44. The Company generated net sales of $2.6 billion in the quarter, down slightly from the previous quarter |
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| November 4, 2024 |
Non-US GAAP Financial Measures and Supplemental Information November 4, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information November 4, 2024 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 reconciliat |
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| November 4, 2024 |
Exhibit 99.1(a) Third Quarter 2024 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation third quarter 2024 earnings prepared comments. The Celanese Corporation third quarter 2024 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a |
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| November 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 4, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission F |
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| November 4, 2024 |
Non-US GAAP Financial Measures and Supplemental Information November 4, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information November 4, 2024 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 reconciliat |
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| November 4, 2024 |
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): November 4, 2024 (November 1, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| November 4, 2024 |
Exhibit 10.3 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 1, 2024 (this “Fourth Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative |
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| September 6, 2024 |
Bruce Chinn Elected to Celanese Board of Directors Exhibit 99.1 Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Bruce Chinn Elected to Celanese Board of Directors DALLAS (September 6, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Bruce Chinn has been elected to the company’s Board of Directors. Mr. Chinn, 67, served as President, Chief Executive Offic |
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| September 6, 2024 |
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): September 6, 2024 (September 6, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| August 2, 2024 |
Exhibit 10.1 [Form of 2024 Director Time-Based RSU Award Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restricti |
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| August 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of R |
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| August 2, 2024 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries (As of June 30, 2024) Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 5.900% Senior Notes due 2024, 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% Senior N |
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| August 1, 2024 |
Exhibit 99.1(a) Second Quarter 2024 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation second quarter 2024 earnings prepared comments. The Celanese Corporation second quarter 2024 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. A |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 1, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 1, 2024 |
Non-US GAAP Financial Measures and Supplemental Information August 1, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 1, 2024 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 reconciliatio |
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| August 1, 2024 |
Celanese Corporation Reports Second Quarter Earnings Exhibit 99.1 Celanese Corporation Reports Second Quarter Earnings Dallas, August 1, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter 2024 U.S. GAAP diluted earnings per share of $1.42 and adjusted earnings per share of $2.38. The Company generated net sales of $2.7 billion in the quarter, an increase of 2 percent from the prior |
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| August 1, 2024 |
Non-US GAAP Financial Measures and Supplemental Information August 1, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 1, 2024 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 reconciliatio |
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| August 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 1, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 001-32410 (Commission File Number) 222 West Las Colinas Blvd., Suite 900N Irving TX (Address of Principal Executive Offices) 75039-5421 (Zip C |
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| May 31, 2024 |
Exhibit 1.01 Celanese Corporation Conflict Minerals Report Introduction This Conflict Minerals Report ("Report") of Celanese Corporation ("Celanese") is filed pursuant to Rule 13p-1 and Form SD ("Rule") promulgated under the Securities Exchange Act of 1934, as amended. This Report covers the reporting period from January 1, 2023, to December 31, 2023. The Rule provides that companies manufacturing |
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| May 15, 2024 |
STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CELANESE CORPORATION Celanese Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The Second Amended and Restated Certificate of Incorporation is hereby amended by deleting Article IX thereof and inserting the following in lieu thereof: “SECTION 9. |
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| May 15, 2024 |
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): May 15, 2024 (May 13, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (C |
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| May 10, 2024 |
Form of 2024 Time-Based Stock Option Award Agreement for Chief Executive Officer. Exhibit 10.6 [Form of 2024 Time-Based CEO Stock Option Award] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in thi |
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| May 10, 2024 |
Form of 2024 Performance-Based Restricted Stock Unit Award Agreement. Exhibit 10.3 [Form of 2024 Performance-Based RSU Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the res |
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| May 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of |
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| May 10, 2024 |
Form of 2024 Time-Based Stock Option Award Agreement. Exhibit 10.5 [Form of 2024 Time-Based Stock Option Award] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Ag |
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| May 10, 2024 |
Form of 2024 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer. Exhibit 10.4 [Form of 2024 CEO Performance-Based RSU Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the |
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| May 8, 2024 |
Exhibit 99.1(a) First Quarter 2024 Earnings Prepared Comments Bill Cunningham, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation first quarter 2024 earnings prepared comments. The Celanese Corporation first quarter 2024 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a |
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| May 8, 2024 |
Non-US GAAP Financial Measures and Supplemental Information May 8, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 8, 2024 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 |
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| May 8, 2024 |
Non-US GAAP Financial Measures and Supplemental Information May 8, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 8, 2024 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 |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission File N |
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| May 8, 2024 |
Celanese Corporation Reports First Quarter Earnings Exhibit 99.1 Celanese Corporation Reports First Quarter Earnings Dallas, May 8, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported first quarter 2024 U.S. GAAP diluted earnings per share of $1.10 and adjusted earnings per share of $2.08. The Company generated net sales of $2.6 billion in the quarter, an increase of 2 percent from the prior quar |
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| May 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 8, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission File N |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit |
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| March 14, 2024 |
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 14, 2024 (March 12, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit |
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| February 29, 2024 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 (February 29, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 (February 27, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| February 28, 2024 |
Timothy Go Elected to Celanese Board of Directors Exhibit 99.1 Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Timothy Go Elected to Celanese Board of Directors DALLAS (February 28, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Timothy Go has been elected to the company’s Board of Directors. Mr. Go, 57, is President, Chief Executive Officer, and a me |
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| February 23, 2024 |
Exhibit 10.9(a) AGREEMENT AND GENERAL RELEASE ("Agreement") Celanese Corporation and its subsidiaries and affiliates ("Company", "Employer," or "Celanese"), 222 W. Las Colinas Blvd., Irving, Texas 75039, and Anne L. Puckett and her heirs, executors, administrators, successors, and assigns ("Executive") agree that: 1.Last Day of Active Employment; Transition Period; Separation Date. The last day of |
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| February 23, 2024 |
Exhibit 97 CELANESE CORPORATION INCENTIVE-BASED COMPENSATION RECOUPMENT (CLAWBACK) POLICY (Financial Restatements) I. |
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| February 23, 2024 |
Exhibit 4.11 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Celanese Corporation (the "Company") and its subsidiaries have six classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (1) the Company's common stock; (2) the 1.250% Senior Notes due 2025 of Celanese |
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| February 23, 2024 |
Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement Exhibit 10.10(b).1 Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement Scott A. Richardson Thomas F. Kelly Mark C. Murray Chuck B. Kyrish Ashley B. Duffie |
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| February 23, 2024 |
List of Subsidiaries of Celanese Corporation. Exhibit 21.1 List of Subsidiaries of Celanese Corporation (As of December 31, 2023) Name of Company Jurisdiction Aggregate Ownership of more than 70% (100% aggregate ownership unless otherwise indicated) Acetate (Malta) Company Limited Malta Acetate Belgium Holdings B.V. Netherlands Acetate Belgium Holdings LLC Delaware Acetate Europe Coöperatief U.A. Netherlands Acetate Holdings LLC Delaware Acet |
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| February 23, 2024 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 3.500% Senior Notes due 2024, 5.900% Senior Notes due 2024, 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% |
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| February 23, 2024 |
Summary of Non-Employee Director Compensation. Exhibit 10.14 Summary of Non-Employee Director Compensation Each non-employee director of Celanese Corporation (the "Company") is entitled to (i) an annual cash retainer of $125,000, which is paid in quarterly installments, in arrears, and (ii) an annual equity retainer of $175,000 in restricted stock units (awarded at the first regular board meeting following the Annual Meeting of Stockholders). |
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| February 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Commission File Number) 001-32410 CELANESE CORPORATION (Exact Name of Regi |
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| February 20, 2024 |
Exhibit 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 16, 2024 (this “Third Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent (in such capacity, |
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| February 20, 2024 |
Celanese Corporation Reports Full Year 2023 and Fourth Quarter Earnings Exhibit 99.1 Celanese Corporation Reports Full Year 2023 and Fourth Quarter Earnings Dallas, February 20, 2024: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2023 GAAP diluted earnings per share of $18.00 and adjusted earnings per share of $8.92. The Company generated net sales of $10.9 billion in 2023, an increase of 13 percent from t |
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| February 20, 2024 |
Exhibit 99.1(a) Fourth Quarter 2023 Earnings Prepared Comments Brandon Ayache, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation fourth quarter 2023 earnings prepared comments. The Celanese Corporation fourth quarter 2023 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As |
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| February 20, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 16, 2024 (this “Second Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), Celanese Europe B.V., a private limited liability company incorporated under the laws of the Netherland |
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| February 20, 2024 |
Non-US GAAP Financial Measures and Supplemental Information February 20, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 20, 2024 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 reconcilia |
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| February 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission |
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| February 20, 2024 |
Non-US GAAP Financial Measures and Supplemental Information February 20, 2024 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 20, 2024 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 reconcilia |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 (February 16, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpo |
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| February 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2024 |
CE / Celanese Corporation / BERKSHIRE HATHAWAY INC - SC 13G/A Passive Investment SC 13G/A 1 d748369dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) CELANESE CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 150870103 (CUSIP Number |
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| February 14, 2024 |
SCHEDULE 13G JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) EX-99.B 3 d748369dex99b.htm EX-99.B SCHEDULE 13G EXHIBIT B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of Celanese Corporation. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its |
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| February 14, 2024 |
SCHEDULE 13G RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP EX-99.A 2 d748369dex99a.htm EX-99.A SCHEDULE 13G EXHIBIT A RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP PARENT HOLDING COMPANIES OR CONTROL PERSONS: Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.) Berkshire Hathaway Inc. |
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| February 13, 2024 |
CE / Celanese Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0033-celanesecorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Celanese Corp Title of Class of Securities: Common Stock CUSIP Number: 150870103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rul |
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| February 13, 2024 |
CE / Celanese Corporation / DODGE & COX - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14 )* CELANESE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 9, 2024 |
CE / Celanese Corporation / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Celanese Corporation (Name of Issuer) Series A Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 9, 2024 |
CE / Celanese Corporation / Capital International Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 9, 2024 |
CE / Celanese Corporation / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 9, 2024 |
CE / Celanese Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 31, 2024 |
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): January 31, 2024 (January 25, 2024) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| November 8, 2023 |
List of Guarantor Subsidiaries. Exhibit 22.1 List of Guarantor Subsidiaries Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 3.500% Senior Notes due 2024, 5.900% Senior Notes due 2024, 1.250% Senior Notes due 2025, 6.050% Senior Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior Notes due 2027, 0.625% |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name |
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| November 8, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 9, 2023 (this "Second Amendment"), by and among Celanese Corporation, a Delaware corporation ("Holdings"), Celanese US Holdings LLC, a Delaware limited liability company (the "Company"), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent (in such capacity, |
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| November 6, 2023 |
Exhibit 99.1(a) Third Quarter 2023 Earnings Prepared Comments Brandon Ayache, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation third quarter 2023 earnings prepared comments. The Celanese Corporation third quarter 2023 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a |
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| November 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 6, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission F |
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| November 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 6, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission F |
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| November 6, 2023 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd Irving, Texas 75039 Celanese Announces New Leadership Appointments to Enhance Value Creation Scott Richardson named Executive Vice President and Chief Operating Officer Chuck Kyrish named Senior Vice President and Chief Financial Officer Ashley Duffie named Senior Vice President and General Counsel November 6, 2023 - Celanes |
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| November 6, 2023 |
Non-US GAAP Financial Measures and Supplemental Information November 6, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information November 6, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliat |
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| November 6, 2023 |
Non-US GAAP Financial Measures and Supplemental Information November 6, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information November 6, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliat |
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| November 6, 2023 |
Celanese Corporation Reports Third Quarter 2023 Earnings Exhibit 99.1 Celanese Corporation Reports Third Quarter 2023 Earnings Dallas, November 6, 2023: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter 2023 GAAP diluted earnings per share of $8.70 and adjusted earnings per share of $2.50. The Company generated net sales of $2.7 billion in the quarter, a decrease of 3 percent from the prior |
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| November 6, 2023 |
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): November 1, 2023 (November 1, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| October 31, 2023 |
Costs Associated with Exit or Disposal Activities 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): October 31, 2023 (October 31, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| October 18, 2023 |
Ganesh Moorthy Elected to Celanese Board of Directors Exhibit 99.1 Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Ganesh Moorthy Elected to Celanese Board of Directors DALLAS (October 18, 2023) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Ganesh Moorthy has been elected to the company’s Board of Directors. Mr. Moorthy, 63, is President, Chief Executive Offic |
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| October 18, 2023 |
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): October 18, 2023 (October 18, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorpora |
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| October 6, 2023 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) September 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| September 26, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 09, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celanese Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 150870103 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| August 24, 2023 |
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): August 24, 2023 (August 24, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporati |
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| August 24, 2023 |
Exhibit 99.2 News Release Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Announces Pricing Terms Of Cash Tender Offer For Certain Celanese US Holdings LLC Debt Securities DALLAS (August 24, 2023) – Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced the pricing terms for the previously announced c |
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| August 24, 2023 |
Exhibit 4.2 Execution Version CELANESE US HOLDINGS LLC THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and COMPUTERSHARE TRUST COMPANY, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) 6.350% Senior Notes due 2028 6.550% Senior Notes due 2030 6.700% Senior Notes due 2033 FOURTEENTH SUPPLEMENTAL INDENTURE Dated a |
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| August 24, 2023 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Announces Early Results And Upsizing Of Cash Tender Offer Of Certain Celanese US Holdings LLC Debt Securities DALLAS (August 24, 2023) – Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced the early results of the previously |
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| August 14, 2023 |
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): August 14, 2023 (August 10, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporati |
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| August 14, 2023 |
Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT August 10, 2023 BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC HSBC SECURITIES (USA) INC. As Representatives of the several Underwriters c/o BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 c/o HSBC SECURITIES (USA) INC. 452 Fifth Avenue New York, New York 10018 c/o J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York |
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| August 14, 2023 |
424B2 1 tm2323124-2424b2.htm 424B2 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration File No. 333-271048 PROSPECTUS SUPPLEMENT (To prospectus dated March 31, 2023) Celanese US Holdings LLC $1,000,000,000 6.350% Senior Notes due 2028 $1,000,000,000 6.550% Senior Notes due 2030 $1,000,000,000 6.700% Senior Notes due 2033 Celanese US Holdings LLC (the “Issuer”) is offering $1,000,000, |
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| August 14, 2023 |
EX-FILING FEES 2 tm2323124d3ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)1 (Form Type) Celanese US Holdings LLC (Issuer) Celanese Corporation (Parent Guarantor) Celanese Acetate LLC (Subsidiary Guarantor) Celanese Americas LLC (Subsidiary Guarantor) Celanese Chemicals, Inc. (Subsidiary Guarantor) Celanese Global Relocation LLC (Subsidiary Guarantor) Celane |
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| August 10, 2023 |
Subject to Completion Preliminary Prospectus Supplement dated August 10, 2023 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| August 10, 2023 |
Free Writing Prospectus Filed pursuant to Rule 433 under the Securities Act (To the Preliminary Prospectus Registration No. |
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| August 10, 2023 |
Exhibit 99.1 News Release Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Announces Cash Tender Offer For Up To $1.75 billion Aggregate Purchase Price Of Celanese US Holdings LLC’s Debt Securities DALLAS (August 10, 2023) – Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced that its direct wholly- |
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| August 10, 2023 |
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): August 10, 2023 (August 10, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction of incorporati |
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| August 8, 2023 |
Settlement Agreement, dated February 13, 2023, between Celanese Corporation and John Fotheringham. Exhibit 10.3 Dated February 13, 2023 (1) CELANESE CORPORATION – and – (2) JOHN FOTHERINGHAM Without Prejudice Subject to Contract SETTLEMENT AGREEMENT GIBSON DUNN Gibson, Dunn & Crutcher LLP Telephone House 2-4 Temple Avenue London EC4Y 0HB CONTENTS Clause Subject Matter Page 1. DEFINITIONS 1 2. TERMINATION OF EMPLOYMENT AND OFFICES 3 3. GARDEN LEAVE 3 4. PAYMENTS AND BENEFITS 4 5. CONDITION PRECE |
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| August 8, 2023 |
Exhibit 10.2 [Form of 2023 Director Time-Based RSU Award Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restricti |
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| August 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of R |
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| August 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 7, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 7, 2023 |
Non-US GAAP Financial Measures and Supplemental Information August 7, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 7, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliatio |
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| August 7, 2023 |
Celanese Corporation Reports Second Quarter 2023 Earnings Exhibit 99.1 Celanese Corporation Reports Second Quarter 2023 Earnings Dallas, August 7, 2023: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter 2023 GAAP diluted earnings per share of $2.00 and adjusted earnings per share of $2.17. The Company generated net sales of $2.8 billion in the quarter, a decrease of 2 percent from the prior |
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| August 7, 2023 |
Exhibit 99.1(a) Second Quarter 2023 Earnings Prepared Comments Brandon Ayache, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation second quarter 2023 earnings prepared comments. The Celanese Corporation second quarter 2023 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As |
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| August 7, 2023 |
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): August 7, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 7, 2023 |
Non-US GAAP Financial Measures and Supplemental Information August 7, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information August 7, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliatio |
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| June 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD Specialized Disclosure Report CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 001-32410 (Commission File Number) 222 West Las Colinas Blvd., Suite 900N Irving TX (Address of Principal Executive Offices) 75039-5421 (Zip C |
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| May 31, 2023 |
Exhibit 1.01 Celanese Corporation Conflict Minerals Report This Conflict Minerals Report (“Report”) of Celanese Corporation (the “Company” or “Celanese”) is filed pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2022 to December 31, 2022. The Rule provides that a company that manufactures, or |
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| May 10, 2023 |
Exhibit 10.5 [Form of 2023 CEO Performance-Based RSU Agreement] CELANESE CORPORATION 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the restrictions described in this Agreement. |
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| May 10, 2023 |
As filed with the Securities and Exchange Commission on May 10, 2023 S-8 1 a20230510s-82018gip.htm S-8 As filed with the Securities and Exchange Commission on May 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Celanese Corporation (Exact name of registrant as specified in its charter) Delaware 98-0420726 (State or other jurisdiction of incorporat |
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| May 10, 2023 |
Exhibit 10.4 [Form of 2023 Performance-Based RSU Agreement] CELANESE CORPORATION 2018 GLOBAL INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In |
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| May 10, 2023 |
Exhibit 10.6 [Form of 2023 Time-Based Stock Option Award] CELANESE CORPORATION 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Agreement. In addition to the information in |
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| May 10, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celanese Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0. |
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| May 10, 2023 |
Exhibit 10.7 [Form of 2023 Time-Based CEO Stock Option Award] CELANESE CORPORATION 2018 GLOBAL INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT DATED [Grant Date] Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Agreement. In addition to the informatio |
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| May 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32410 CELANESE CORPORATION (Exact Name of |
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| May 9, 2023 |
Non-US GAAP Financial Measures and Supplemental Information May 9, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 9, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations |
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| May 9, 2023 |
Non-US GAAP Financial Measures and Supplemental Information May 9, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information May 9, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations |
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| May 9, 2023 |
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): May 9, 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 N |
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| May 9, 2023 |
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): May 9, 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 N |
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| May 9, 2023 |
Exhibit 99.1(a) First Quarter 2023 Earnings Prepared Comments Brandon Ayache, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation first quarter 2023 earnings prepared comments. The Celanese Corporation first quarter 2023 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a |
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| May 9, 2023 |
Celanese Corporation Reports First Quarter 2023 Earnings Exhibit 99.1 Celanese Corporation Reports First Quarter 2023 Earnings Dallas, May 9, 2023: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported first quarter 2023 GAAP diluted earnings per share of $0.86 and adjusted earnings per share of $2.01. The Company generated net sales of $2.9 billion in the quarter, an increase of 22 percent over the prior qua |
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| April 25, 2023 |
Exhibit 10.1 Celanese Corporation Amended and Restated 2018 Global Incentive Plan April 20, 2023 1.Purpose The purpose of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (the “Plan”) is to advance the interests of Celanese Corporation (the “Company”) by enabling the Company and its Subsidiaries to attract, retain and motivate employees and consultants of the Company by pro |
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| April 25, 2023 |
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): April 20, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 31, 2023 |
Statement of Eligibility of Trustee on Form T-1 for Subordinated Debt Securities. EXHIBIT 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| March 31, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 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 |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. |
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| March 31, 2023 |
Statement of Eligibility of Trustee on Form T-1 for Senior Debt Securities. EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| March 31, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celanese Corporation Celanese (Registrant) US Holdings LLC (Registrant) Celanese Acetate LLC (Subsidiary Guarantor) Celanese Americas LLC (Subsidiary Guarantor) Celanese Chemicals, Inc. |
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| March 31, 2023 |
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 Fil |
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| March 31, 2023 |
UNAUDITED COMBINED FINANCIAL STATEMENTS OF DUPONT'S MOBILITY AND MATERIALS BUSINESSES 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 |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit |
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| February 24, 2023 |
Exhibit 22.1 List of Guarantor Subsidiaries Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.125% Senior Notes due 2023, 3.500% Senior Notes due 2024, 5.900% Senior Notes due 2024, 1.250% Senior Notes due 2025, 6.050% Notes due 2025, 1.400% Senior Notes due 2026, 4.777% Senior Notes due 2026, 2.125% Senior Notes due 2027, 6.165% Senior |
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| February 24, 2023 |
Exhibit 4.11 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Celanese Corporation (the "Company") and its subsidiaries have seven classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (1) the Company's common stock; (2) the 1.125% Senior Notes due 2023 of Celanes |
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| February 24, 2023 |
Summary of Non-Employee Director Compensation. Exhibit 10.15 Summary of Non-Employee Director Compensation Each non-employee director of Celanese Corporation (the "Company") is entitled to (i) an annual cash retainer of $115,000, which is paid in quarterly installments, in arrears, and (ii) an annual equity retainer of $160,000 in restricted stock units (awarded at the first regular board meeting following the Annual Meeting of Stockholders). |
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| February 24, 2023 |
Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement Exhibit 10.11(b).1 Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement Scott A. Richardson Vanessa Dupuis A. Lynne Puckett Thomas F. Kelly Mark C. Murray |
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| February 24, 2023 |
List of Subsidiaries of Celanese Corporation. Exhibit 21.1 List of Subsidiaries of Celanese Corporation (As of December 31, 2022) Name of Company Jurisdiction Aggregate Ownership of more than 70% (100% aggregate ownership unless otherwise indicated) Acetate (Malta) Company Limited Malta Acetate Belgium Holdings B.V. Netherlands Acetate Belgium Holdings LLC Delaware Acetate Europe Coöperatief U.A. Netherlands Acetate Holdings LLC Delaware Acet |
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| February 24, 2023 |
Exhibit 10.3 Published Deal CUSIP Number: 15089XAL3 Published Loan CUSIP Number: 15089XAM1 3-YEAR TERM LOAN CREDIT AGREEMENT Dated as of September 16, 2022 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC, as the Company, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto, with BOFA SECURITIES, INC., BANK OF CHINA, NEW YORK BRANCH INDUSTRIAL AND COM |
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| February 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Commission File Number) 001-32410 CELANESE CORPORATION (Exact Name of Regi |
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| February 23, 2023 |
Non-US GAAP Financial Measures and Supplemental Information February 23, 2023 Exhibit 99.2 Non-US GAAP Financial Measures and Supplemental Information February 23, 2023 In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis. Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconcilia |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction of incorporation) (Commission |
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| February 23, 2023 |
Exhibit 10.2 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 21, 2023 (this “First Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent ( |
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| February 23, 2023 |
Exhibit 99.1(a) Fourth Quarter 2022 Earnings Prepared Comments Brandon Ayache, Celanese Corporation, Vice President, Investor Relations This is the Celanese Corporation fourth quarter 2022 earnings prepared comments. The Celanese Corporation fourth quarter 2022 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As |
