BellRing Brands Reports Results for the Second Quarter 2025; Affirms Fiscal Year 2025 Outlook

ST. LOUIS, May 05, 2025 (GLOBE NEWSWIRE) — BellRing Brands, Inc. (NYSE:BRBR) (“BellRing”), a holding company operating in the global convenient nutrition category, today reported results for the second fiscal quarter ended March 31, 2025.

Highlights:

  • Second
    quarter net sales of
    $588.0 million
  • Operating profit of
    $95.1 million
    , net earnings of
    $58.7 million
    and Adjusted EBITDA* of
    $118.6 million

*Adjusted EBITDA is a non-GAAP measure. For additional information regarding non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures” later in this release. BellRing provides Adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking Adjusted EBITDA non-GAAP guidance measure to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including the adjustments described under “Outlook” later in this release.

“Our momentum continued this quarter as Premier Protein consumption accelerated. Increased promotions, our media campaign and new products drove Premier Protein household penetration and market share to new all-time highs. Our powder products benefited from distribution gains and brand building investments,” said Darcy H. Davenport, President and Chief Executive Officer of BellRing. “The convenient nutrition category and our leading mainstream brands continue to resonate with consumers, demonstrating a long runway of growth for ready-to-drink shakes and powders. I am pleased to affirm our guidance of net sales growth of 13% to 17% with strong Adjusted EBITDA margins even amidst the current uncertain macroeconomic environment.”

Dollar consumption of Premier Protein ready-to-drink (“RTD”) shakes, Premier Protein powder products and Dymatize powder and RTD products increased 24.9%, 21.7% and 3.0% respectively, in the 13-week period ended March 30, 2025, as compared to the same period in 2024 (inclusive of Circana United States (“U.S.”) Multi Outlet Plus with Convenience and management estimates of untracked channels). For additional information regarding consumption metrics, see the supplemental slide presentation on BellRing’s website, which can be accessed by visiting the Investor Relations section.

Second
Quarter Results

Net sales were $588.0 million, an increase of 18.9%, or $93.4 million, compared to the prior year period, driven by 15.3% increase in volume and 3.6% increase in price/mix.

Premier Protein net sales increased 22.0%, driven by 15.3% volume growth and 6.7% increase in price/mix. Premier Protein RTD shake net sales increased 21.7%, driven by 15.2% increase in volume and 6.5% increase in price/mix. Volume gains were driven by distribution gains and increased promotional activity. Additionally, net sales benefited from higher average net selling prices driven by price increases to offset cost inflation.

Dymatize net sales increased 3.0%, driven by 20.4% increase in volume which was partially offset by a 17.3% decrease in price/mix. Volume growth was lifted by higher international volumes and new product introductions, the latter of which negatively impacted price/mix. 

Gross profit was $189.8 million, or 32.3% of net sales, an increase of 15.5%, or $25.5 million, compared to $164.3 million, or 33.2% of net sales, in the prior year period. Adjusted gross profit* was $202.7 million, or 34.5% of net sales, an increase of $35.9 million, or 21.5%, compared to $166.8 million, or 33.7% of net sales, in the prior year period. In the second quarter of 2025, gross profit and adjusted gross profit benefited from improved pricing which was partly offset by net input cost inflation and increased promotional activity.

*Adjusted gross profit and adjusted gross profit margin are non-GAAP measures that exclude mark-to-market adjustments on commodity hedges. For additional information regarding non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures” later in this release.

Selling, general and administrative (“SG&A”) expenses were $90.5 million, or 15.4% of net sales, an increase of $21.4 million compared to $69.1 million, or 14.0% of net sales, in the prior year period. SG&A expenses in the second quarter of 2025 included higher marketing and consumer advertising expenses of $12.5 million and increased distribution and warehousing expenses on higher volumes.

Operating profit was $95.1 million, an increase of 4.5%, or $4.1 million, compared to $91.0 million in the prior year period.

Interest expense, net was $16.5 million and $14.5 million in the second quarter of 2025 and 2024, respectively, with the increase primarily driven by higher borrowings outstanding under BellRing’s revolving credit facility. Income tax expense was $19.9 million in the second quarter of 2025, an effective income tax rate of 25.3%, compared to $19.3 million in the second quarter of 2024, an effective income tax rate of 25.2%.

Net earnings were $58.7 million, an increase of 2.6%, or $1.5 million, compared to $57.2 million in the prior year period. Net earnings per diluted common share were $0.45, an increase of 4.7%, compared to $0.43 in the prior year period. Adjusted net earnings* were $68.7 million, an increase of 16.0%, compared to $59.2 million in the prior year period. Adjusted diluted earnings per common share* were $0.53, an increase of 17.8%, compared to $0.45 in the prior year period.

Adjusted EBITDA* was $118.6 million, an increase of 14.4%, or $14.9 million, compared to $103.7 million in the prior year period.

*Adjusted net earnings, Adjusted diluted earnings per common share and Adjusted EBITDA are non-GAAP measures. For additional information regarding non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures” later in this release.

Six Month Results

Net sales were $1,120.9 million, an increase of 21.2%, or $195.9 million, compared to the prior year period, driven by 17.8% increase in volume and 3.4% increase in price/mix. Premier Protein net sales increased 24.0%, driven by 18.0% increase in volume and 6.0% increase in price/mix. Dymatize net sales increased 7.5%, driven by 16.3% increase in volume and 8.8% decrease in price/mix.

Gross profit was $389.4 million, or 34.7% of net sales, an increase of 24.7%, or $77.1 million, compared to $312.3 million, or 33.8% of net sales, in the prior year period. Adjusted gross profit* was $400.8 million, or 35.8% of net sales, an increase of $85.8 million, or 27.2%, compared to $315.0 million, or 34.1% of net sales, in the prior year period. In the six months ended March 31, 2025, gross profit and adjusted gross profit benefited from improved pricing which was partly offset by net input cost inflation and incremental promotional activity.

*Adjusted gross profit and adjusted gross profit margin are non-GAAP measures that exclude mark-to-market adjustments on commodity hedges. For additional information regarding non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures” later in this release.

SG&A expenses were $170.6 million, or 15.2% of net sales, an increase of $48.7 million compared to $121.9 million, or 13.2% of net sales, in the prior year period. SG&A expenses in the six months ended March 31, 2025 included higher marketing and consumer advertising expenses of $21.4 million and increased distribution and warehousing expenses on higher volumes.

Operating profit was $210.4 million, an increase of 28.3%, or $46.4 million, compared to $164.0 million in the prior year period. In the six months ended March 31, 2024, operating profit was negatively impacted by $17.4 million of accelerated amortization, which was incurred in connection with the discontinuance of the North American PowerBar business and treated as an adjustment for non-GAAP measures.

Interest expense, net was $30.9 million and $29.4 million in the six months ended March 31, 2025 and 2024, respectively, with the increase primarily driven by higher borrowings outstanding under BellRing’s revolving credit facility. Income tax expense was $43.9 million in the six months ended March 31, 2025, an effective income tax rate of 24.5%, compared to $33.5 million in the six months ended March 31, 2024, an effective income tax rate of 24.9%.

Net earnings were $135.6 million, an increase of 34.1%, or $34.5 million, compared to $101.1 million in the prior year period. Net earnings per diluted common share were $1.04, an increase of 36.8%, compared to $0.76 in the prior year period. Adjusted net earnings* were $144.9 million, an increase of 24.4%, compared to $116.5 million in the prior year period. Adjusted diluted earnings per common share* were $1.11, an increase of 26.1%, compared to $0.88 in the prior year period.

Adjusted EBITDA* was $243.9 million, an increase of 19.4%, or $39.7 million, compared to $204.2 million in the prior year period.

*Adjusted net earnings, Adjusted diluted earnings per common share and Adjusted EBITDA are non-GAAP measures. For additional information regarding non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures” later in this release.

Share Repurchases

During the second quarter of 2025, BellRing repurchased 2.4 million shares for $171.7 million at an average price of $71.68 per share. During the six months ended March 31, 2025, BellRing repurchased 2.5 million shares for $182.7 million at an average price of $71.98 per share. As of March 31, 2025, BellRing had $280.0 million remaining under its share repurchase authorization.

Outlook

BellRing management has affirmed its fiscal year 2025 outlook and continues to expect net sales to range between $2.26-$2.34 billion and Adjusted EBITDA to range between $470-$500 million (resulting in net sales and Adjusted EBITDA growth of 13%-17% and 7%-14%, respectively, over fiscal year 2024). BellRing management expects fiscal year 2025 capital expenditures of approximately $9 million.

BellRing provides Adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking Adjusted EBITDA non-GAAP guidance measure to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for mark-to-market adjustments on commodity hedges and other charges reflected in BellRing’s reconciliations of historical numbers, the amounts of which, based on historical experience, could be significant. For additional information regarding BellRing’s non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures.”

Use of Non-GAAP Measures

BellRing uses certain non-GAAP measures in this release to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures include Adjusted gross profit, Adjusted gross profit margin, Adjusted net earnings, Adjusted diluted earnings per common share, Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales. The reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measure is provided later in this release under “Explanation and Reconciliation of Non-GAAP Measures.”

Management uses certain of these non-GAAP measures, including Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales, as key metrics in the evaluation of underlying company performance, in making financial, operating and planning decisions and, in part, in the determination of bonuses for its executive officers and employees. Additionally, BellRing is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management believes the use of these non-GAAP measures provides increased transparency and assists investors in understanding the underlying operating performance of BellRing and in the analysis of ongoing operating trends. Non-GAAP measures are not prepared in accordance with GAAP, as they exclude certain items as described later in this release. These non-GAAP measures may not be comparable to similarly titled measures of other companies. For additional information regarding BellRing’s non-GAAP measures, see the related explanations provided under “Explanation and Reconciliation of Non-GAAP Measures” later in this release.

Conference Call to Discuss Earnings Results and Outlook

BellRing will host a conference call on Tuesday, May 6, 2025 at 9:00 a.m. EDT to discuss financial results for the second quarter of fiscal year 2025 and fiscal year 2025 outlook and to respond to questions. Darcy H. Davenport, President and Chief Executive Officer, and Paul A. Rode, Chief Financial Officer, will participate in the call.

Interested parties may join the conference call by registering in advance at the following link: BellRing Q2 2025 Earnings Conference Call. Upon registration, participants will receive a dial-in number and a unique passcode to access the conference call. Interested parties are invited to listen to the webcast of the conference call, which can be accessed by visiting the Investor Relations section of BellRing’s website at www.bellring.com. A slide presentation containing supplemental material will also be available at the same location on BellRing’s website. A webcast replay also will be available for a limited period on BellRing’s website in the Investor Relations section.

Prospective Financial Information

Prospective financial information is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the prospective financial information described above will not materialize or will vary significantly from actual results. For further discussion of some of the factors that may cause actual results to vary materially from the information provided above, see “Forward-Looking Statements” below. Accordingly, the prospective financial information provided above is only an estimate of what BellRing’s management believes is realizable as of the date of this release. It also should be recognized that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecasted. In light of the foregoing, the information should be viewed in context and undue reliance should not be placed upon it.

Forward-Looking Statements

Certain matters discussed in this release and on BellRing’s conference call are forward-looking statements, including BellRing’s net sales, Adjusted EBITDA and capital expenditures outlook for fiscal year 2025. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions, and include all statements regarding future performance, earnings projections, events or developments. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include, but are not limited to, the following:

  • BellRing’s dependence on sales from its RTD protein shakes;
  • BellRing’s ability to continue to compete in its product categories and its ability to retain its market position and favorable perceptions of its brands;
  • disruptions or inefficiencies in BellRing’s supply chain, including as a result of BellRing’s reliance on third-party suppliers or manufacturers for the manufacturing of many of its products, pandemics and other outbreaks of contagious diseases, labor shortages, fires and evacuations related thereto, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond BellRing’s control;
  • BellRing’s dependence on third-party contract manufacturers for the manufacture of most of its products, including one manufacturer for nearly half of its RTD protein shakes;
  • the ability of BellRing’s third-party contract manufacturers to produce an amount of BellRing’s products that enables BellRing to meet customer and consumer demand for the products;
  • BellRing’s reliance on a limited number of third-party suppliers to provide certain ingredients and packaging;
  • significant volatility in the cost or availability of inputs to BellRing’s business (including freight, raw materials, packaging, energy, labor and other supplies);
  • BellRing’s ability to anticipate and respond to changes in consumer and customer preferences and behaviors and introduce new products;
  • consolidation in BellRing’s distribution channels;
  • BellRing’s ability to expand existing market penetration and enter into new markets;
  • the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
  • legal and regulatory factors, such as compliance with existing laws and regulations, as well as new laws and regulations and changes to existing laws and regulations and interpretations thereof, affecting BellRing’s business, including current and future laws and regulations regarding food safety, advertising, labeling, tax matters and environmental matters;
  • fluctuations in BellRing’s business due to changes in its promotional activities and seasonality;
  • BellRing’s ability to maintain the net selling prices of its products and manage promotional activities with respect to its products;
  • BellRing’s ability to obtain additional financing (including both secured and unsecured debt) and its ability to service its outstanding debt (including covenants that restrict the operation of its business);
  • the accuracy of BellRing’s market data and attributes and related information;
  • changes in critical accounting estimates;
  • uncertain or unfavorable economic conditions that limit customer and consumer demand for BellRing’s products or increase its costs;
  • risks related to BellRing’s ongoing relationship with Post Holdings, Inc. (“Post”) following BellRing’s separation from Post and Post’s distribution of BellRing stock to Post’s shareholders (the “Spin-off”), including BellRing’s obligations under various agreements with Post;
  • conflicting interests or the appearance of conflicting interests resulting from certain of BellRing’s directors also serving as officers and/or directors of Post;
  • risks related to the previously completed Spin-off;
  • the ultimate impact litigation or other regulatory matters may have on BellRing;
  • risks associated with BellRing’s international business;
  • BellRing’s ability to protect its intellectual property and other assets and to continue to use third-party intellectual property subject to intellectual property licenses;
  • costs, business disruptions and reputational damage associated with technology failures, cybersecurity incidents and corruption of BellRing’s data privacy protections;
  • impairment in the carrying value of goodwill or other intangible assets;
  • BellRing’s ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions and effectively manage its growth;
  • BellRing’s ability to hire and retain talented personnel, employee absenteeism, labor strikes, work stoppages or unionization efforts;
  • BellRing’s ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;
  • significant differences in BellRing’s actual operating results from any guidance BellRing may give regarding its performance; and
  • other risks and uncertainties described in BellRing’s filings with the Securities and Exchange Commission.

These forward-looking statements represent BellRing’s judgment as of the date of this release. BellRing disclaims, however, any intent or obligation to update these forward-looking statements.

About BellRing Brands, Inc.

BellRing Brands, Inc. (NYSE: BRBR) is a dynamic and fast-growing consumer brands business with the purpose of Changing Lives with Good Energy. Focused on growing the convenient nutrition category, the company’s brands include Premier Protein, the #1 ready-to-drink protein and convenient nutrition brand, and Dymatize, the brand behind the #1 hydrolyzed protein powder. A culture-driven, pure-play company, BellRing Brands believes nutrition is at the core of a healthy world and produces products with best-in-class nutritional profiles and exceptional flavors. Its products are distributed in over 90 countries across club, mass, food, eCommerce, specialty, drug and convenience. To learn more visit www.bellring.com.

Contact:

Investor Relations
Jennifer Meyer
[email protected]
(415) 814-9388

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(in millions, except for per share data)
 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
    2025       2024       2025       2024  
Net Sales $ 588.0     $ 494.6     $ 1,120.9     $ 925.0  
Cost of goods sold   398.2       330.3       731.5       612.7  
Gross Profit   189.8       164.3       389.4       312.3  
Selling, general and administrative expenses   90.5       69.1       170.6       121.9  
Amortization of intangible assets   4.2       4.2       8.4       26.4  
Operating Profit   95.1       91.0       210.4       164.0  
Interest expense, net   16.5       14.5       30.9       29.4  
Earnings before Income Taxes   78.6       76.5       179.5       134.6  
Income tax expense   19.9       19.3       43.9       33.5  
Net Earnings $ 58.7     $ 57.2     $ 135.6     $ 101.1  
               
Earnings per Common Share:              
Basic $ 0.46     $ 0.44     $ 1.06     $ 0.77  
Diluted $ 0.45     $ 0.43     $ 1.04     $ 0.76  
               
Weighted-Average Common Shares Outstanding:            
Basic   128.2       131.0       128.5       131.1  
Diluted   129.9       133.0       130.5       133.0  

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)  
 
  March 31, 2025   September 30, 2024
       
ASSETS
Current Assets      
Cash and cash equivalents $ 28.1     $ 70.8  
Restricted cash   16.1       0.3  
Receivables, net   266.0       220.4  
Inventories   385.3       286.1  
Prepaid expenses and other current assets   15.1       15.1  
Total Current Assets   710.6       592.7  
       
Property, net   10.2       9.2  
Goodwill   65.9       65.9  
Intangible assets, net   133.4       141.8  
Deferred income taxes   14.4       12.9  
Other assets   13.0       14.5  
Total Assets $ 947.5     $ 837.0  
       
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities      
Accounts payable $ 160.6     $ 121.0  
Other current liabilities   82.8       82.7  
Total Current Liabilities   243.4       203.7  
       
Long-term debt   953.7       833.1  
Deferred income taxes   0.4       0.4  
Other liabilities   4.1       5.7  
Total Liabilities   1,201.6       1,042.9  
       
Stockholders’ Deficit      
Common stock   1.4       1.4  
Additional paid-in capital   37.9       37.3  
Retained earnings   192.0       56.4  
Accumulated other comprehensive loss   (2.7 )     (2.0 )
Treasury stock, at cost   (482.7 )     (299.0 )
Total Stockholders’ Deficit   (254.1 )     (205.9 )
Total Liabilities and Stockholders’ Deficit $ 947.5     $ 837.0  

SELECTED CONDENSED CONSOLIDATED CASH FLOWS INFORMATION (Unaudited)

(in millions)
 
  Six Months Ended March 31,
    2025       2024  
Cash provided by (used in):      
Operating activities $ 51.2     $ 90.5  
Investing activities   (1.9 )     (0.5 )
Financing activities   (76.3 )     (59.2 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash   0.1       0.1  
Net (decrease) increase in cash, cash equivalents and restricted cash $ (26.9 )   $ 30.9  



EXPLANATION AND RECONCILIATION OF NON-GAAP MEASURES

BellRing uses certain non-GAAP measures in this release to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures include Adjusted gross profit, Adjusted gross profit margin, Adjusted net earnings, Adjusted diluted earnings per common share, Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales. The reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measure is provided in the tables following this section. Non-GAAP measures are not prepared in accordance with GAAP, as they exclude certain items as described below. These non-GAAP measures may not be comparable to similarly titled measures of other companies.

Adjusted gross profit and Adjusted gross profit margin

BellRing believes Adjusted gross profit is useful to investors in evaluating BellRing’s underlying profitability of its revenue-generating activities as it excludes mark-to-market adjustments on commodity hedges (which are primarily non-cash and not consistent across periods; see the explanation below for more information). BellRing believes Adjusted gross profit margin (Adjusted gross profit as a percentage of net sales) is useful to investors in evaluating BellRing’s operating performance because it allows for more meaningful comparison of operating performance across periods.

Adjusted net earnings and Adjusted diluted earnings per common share

BellRing believes Adjusted net earnings and Adjusted diluted earnings per common share are useful to investors in evaluating BellRing’s operating performance because they exclude items that affect the comparability of BellRing’s financial results and could potentially distort an understanding of the trends in business performance.

Adjusted net earnings and Adjusted diluted earnings per common share are adjusted for the following items:

a.   Accelerated amortization: BellRing has excluded non-cash accelerated amortization charges recorded in connection with the discontinuation of certain brands or the discontinuation of the use of certain brands in certain regions as the amount and frequency of such charges are not consistent. Additionally, BellRing believes that these charges do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of BellRing’s current operating performance or comparisons of BellRing’s operating performance to other periods.
b.   Mark-to-market adjustments on commodity hedges: BellRing has excluded the impact of mark-to-market adjustments on commodity hedges due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates. Additionally, these adjustments are primarily non-cash items and the amount and frequency of such adjustments are not consistent.
c.   Provision for legal matters: BellRing has excluded gains and losses recorded to recognize the anticipated or actual resolution of certain litigation as BellRing believes such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of BellRing’s current operating performance or comparisons of BellRing’s operating performance to other periods.
d.   Foreign currency gain/loss on intercompany loans: BellRing has excluded the impact of foreign currency fluctuations related to intercompany loans denominated in currencies other than the functional currency of the respective legal entity in evaluating BellRing’s performance to allow for more meaningful comparisons of performance to other periods.
e.   Income tax effect on adjustments: BellRing has included the income tax impact of the non-GAAP adjustments using a rate described in the applicable footnote of the reconciliation tables, as BellRing believes that its GAAP effective income tax rate as reported is not representative of the income tax expense impact of the adjustments.
     

Adjusted EBITDA and Adjusted EBITDA as a percentage of net sales

BellRing believes that Adjusted EBITDA is useful to investors in evaluating BellRing’s operating performance and liquidity because (i) BellRing believes it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a measure of corporate performance exclusive of BellRing’s capital structure and the method by which the assets were acquired and (iii) it is a financial indicator of a company’s ability to service its debt, as BellRing is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management uses Adjusted EBITDA to provide forward-looking guidance and to forecast future results. BellRing believes that Adjusted EBITDA as a percentage of net sales is useful to investors in evaluating BellRing’s operating performance because it allows for more meaningful comparison of operating performance across periods.

Adjusted EBITDA reflects adjustments for income tax expense, interest expense, net and depreciation and amortization including accelerated amortization, and the following adjustments discussed above: mark-to-market adjustments on commodity hedges, provision for legal matters and foreign currency gain/loss on intercompany loans. Additionally, Adjusted EBITDA reflects an adjustment for the following item:

f.   Stock-based compensation: BellRing’s compensation strategy includes the use of BellRing stock-based compensation to attract and retain executives and employees by aligning their long-term compensation interests with BellRing’s stockholders’ investment interests. BellRing’s director compensation strategy includes an election by any director who earns retainers in which the director may elect to defer compensation granted as a director to BellRing common stock, earning a match on the deferral, both of which are stock-settled upon the director’s retirement from the BellRing board of directors. BellRing has excluded stock-based compensation as stock-based compensation can vary significantly based on reasons such as the timing, size and nature of the awards granted and subjective assumptions which are unrelated to operational decisions and performance in any particular period and does not contribute to meaningful comparisons of BellRing’s operating performance to other periods.
     

 

RECONCILIATION OF GROSS PROFIT TO ADJUSTED GROSS PROFIT (Unaudited)

(in millions)
 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
    2025       2024       2025       2024  
Gross Profit $ 189.8     $ 164.3     $ 389.4     $ 312.3  
Mark-to-market adjustments on commodity hedges   12.9       2.5       11.4       2.7  
Adjusted Gross Profit $ 202.7     $ 166.8     $ 400.8     $ 315.0  
Gross Profit as a percentage of Net Sales   32.3 %     33.2 %     34.7 %     33.8 %
Adjusted Gross Profit as a percentage of Net Sales   34.5 %     33.7 %     35.8 %     34.1 %

RECONCILIATION OF NET EARNINGS TO ADJUSTED NET EARNINGS (Unaudited)

(in millions)
 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
    2025       2024       2025       2024  
Net Earnings $ 58.7     $ 57.2     $ 135.6     $ 101.1  
               
Adjustments:              
Accelerated amortization                     17.4  
Mark-to-market adjustments on commodity hedges   12.9       2.5       11.4       2.7  
Provision for legal matters   0.9             0.9        
Foreign currency (gain) loss on intercompany loans   (0.6 )     0.1             0.1  
Total Net Adjustments   13.2       2.6       12.3       20.2  
Income tax effect on adjustments(1)   (3.2 )     (0.6 )     (3.0 )     (4.8 )
Adjusted Net Earnings $ 68.7     $ 59.2     $ 144.9     $ 116.5  
               
(1)Income tax effect on adjustments was calculated on all items using a rate of 24.0%.

RECONCILIATION OF DILUTED EARNINGS PER COMMON SHARE

TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE (Unaudited)
 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
    2025       2024       2025       2024  
Diluted Earnings per Common Share $ 0.45     $ 0.43     $ 1.04     $ 0.76  
               
Adjustments:              
Accelerated amortization                     0.13  
Mark-to-market adjustments on commodity hedges   0.10       0.02       0.09       0.02  
Total Net Adjustments   0.10       0.02       0.09       0.15  
Income tax effect on adjustments(1)   (0.02 )           (0.02 )     (0.03 )
Adjusted Diluted Earnings per Common Share $ 0.53     $ 0.45     $ 1.11     $ 0.88  
               
(1)Income tax effect on adjustments was calculated on all items using a rate of 24.0%.

RECONCILIATION OF NET EARNINGS TO ADJUSTED EBITDA (Unaudited)

(in millions)
 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
    2025       2024       2025       2024  
Net Earnings $ 58.7     $ 57.2     $ 135.6     $ 101.1  
Income tax expense   19.9       19.3       43.9       33.5  
Interest expense, net   16.5       14.5       30.9       29.4  
Depreciation and amortization, including accelerated amortization   4.6       4.6       9.2       27.2  
Stock-based compensation   5.7       5.5       12.0       10.2  
Mark-to-market adjustments on commodity hedges   12.9       2.5       11.4       2.7  
Provision for legal matters   0.9             0.9        
Foreign currency (gain) loss on intercompany loans   (0.6 )     0.1             0.1  
Adjusted EBITDA $ 118.6     $ 103.7     $ 243.9     $ 204.2  
Net Earnings as a percentage of Net Sales   10.0 %     11.6 %     12.1 %     10.9 %
Adjusted EBITDA as a percentage of Net Sales   20.2 %     21.0 %     21.8 %     22.1 %



Ashland announces executive leadership changes

WILMINGTON, Del., May 05, 2025 (GLOBE NEWSWIRE) — Ashland Inc. (NYSE: ASH) announced today that Kevin Willis, senior vice president and chief financial officer, has decided to leave Ashland to pursue another opportunity. His last day with the company will be May 16, 2025.

Willis joined Ashland in 1987 as an associate auditor in the internal audit department. He has served in various management positions of increasing responsibility, including leading teams on major projects in the business services, information technology, accounting and finance areas. Willis’ departure is not the result of any disagreement with the company related to its financial statements, internal control over financial reporting, operations, policies or practices.

Today the company’s board of directors appointed William C. Whitaker, vice president, finance, and director, investor relations, to serve as the company’s interim chief financial officer until the board concludes its review process.  

Whitaker, 36, has served in his current capacity since January 2024. He joined Ashland in 2015 and has held several positions of increasing responsibility in corporate development, treasury, financial planning and analysis (FP&A) and investor relations. Prior to Ashland, Whitaker held various roles outside of the company within private equity and transaction advisory services. He earned a Bachelor’s degree in Finance from Ohio State University and holds a Chartered Financial Analyst (CFA) designation.

The board also appointed Samuel A. Richardson, controller, to serve as vice president, controller and principal accounting officer.

Richardson, 46, has served as the company’s controller since January 2020. From March 2008 to December 2019, he has held various senior accounting roles. Richardson holds a Bachelor of Science in Accounting and Computer Information Systems from West Liberty University and is a certified public accountant.

“I want to thank Kevin for his many years of service and numerous contributions to Ashland,” said Guillermo Novo, chair and chief executive officer, Ashland. “And on behalf of all our employees at Ashland, I want to wish him continued success in the future. I am confident we have a strong and capable team to ensure a smooth and seamless transition, and we are committed to maintaining stability and continuing to achieve our goals.”

About Ashland 
Ashland Inc. (NYSE: ASH) is a global additives and specialty ingredients company with a conscious and proactive mindset for environmental, social and governance (ESG). The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. Approximately 3,200 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com and ashland.com/ESG to learn more.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance, financial, operating cash flow and liquidity, as well as the economy and other future events or circumstances. These statements include but may not be limited to statements with respect to Ashland’s beliefs in connection with the CFO transition and its commitment to maintain stability and achieve its goals.

Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to attract and retain key employees and the identification and development of talent to succeed senior management; severe weather, natural disasters, public health crises, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of announced or future tariff increases; the effects of the ongoing Ukraine/Russia and Israel/Hamas conflicts on the geographies in which we operate, the end markets we serve and on our supply chain and customers, and without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise.

™ Trademark, Ashland or its subsidiaries, registered in various countries.

FOR FURTHER INFORMATION:

Investor Relations: Media Relations:
William Whitaker Carolmarie C. Brown
+1 (614) 790-2095 +1 (302) 995-3158
[email protected] [email protected]

Attachments



Univest Securities, LLC Announces Closing of $5.5 Million PIPE Offering for its Client GD Culture Group Limited (NASDAQ: GDC)

New York, New York, May 05, 2025 (GLOBE NEWSWIRE) — Univest Securities, LLC (“Univest”), a member of FINRA and SIPC, and a full-service investment bank and securities broker-dealer firm based in New York, today announced the closing of private placement (the “Offering”) for its client GD Culture Group Limited (NASDAQ: GDC) (the “Company”), a company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co, Ltd.

Under the terms of the securities purchase agreement, the Company has agreed to sell to several purchasers an aggregate of 1,115,600 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.524 per share in the Offering, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 9,380,582 shares of Common Stock at a purchase price of $0.523 per Pre-Funded Warrant in the Offering. The Pre-Funded Warrants are first exercisable the date on which the Company obtains stockholder approval approving the exercise of the Pre-Funded Warrants.

The aggregate gross proceeds to the Company were approximately $5.5 million. The Company intends to use the net proceeds from the Offering for working capital purposes.

Univest Securities, LLC acted as the sole placement agent.

The securities described above are being offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be resold absent registration under the Act or an applicable exemption from such registration requirements. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission for purposes of registering the resale of the common stock issued or issuable in connection with the private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Univest Securities, LLC

Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.

About GD Culture Group Limited

GD Culture Group Limited (the “Company”) (Nasdaq: GDC), is a Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co, Ltd. The company plans to enter into the livestreaming market with focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven digital human technology, live-streaming e-commerce business. For more information, please visit the Company’s website at https://www.gdculturegroup.com/.


Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at 

www.sec.gov

. Univest Securities LLC and the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Univest Securities, LLC

Edric Guo

Chief Executive Officer

75 Rockefeller Plaza, Suite 18C
New York, NY 10019
Phone: (212) 343-8888
Email: [email protected]



JBDI Holdings Limited Announces US$1.0 Million Share Repurchase Program

Singapore, May 05, 2025 (GLOBE NEWSWIRE) — (“JBDI” or the “Company”) (NASDAQ: JBDI) today announced that its board of directors (the “Board”) has approved a share repurchase program (the “Share Repurchase Program”). Pursuant to the Share Repurchase Program, the Company may repurchase up to US$1.0 Million worth of its Ordinary Shares shares.

The Company’s proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The Board will review the share repurchase program periodically, and may authorize adjustment of its terms and size.

About JBDI Holdings Limited

JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and across Southeast Asia. With nearly four decades of industry experience, JBDI Holdings has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services. Our mission is to help our customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs. For more information, please visit https://www.barrels.com.sg.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private SecuritiesLitigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JBDI may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about CBDI’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. JBDI undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:

Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: [email protected]

Liang Zhao Rong
JBDI Holdings Limited
Tel: +65 6861 4150
Email: [email protected]



United Fiber Sees 25 Percent Sales Spike in Competitive Small Business Market With Calix SmartBiz

United Fiber Sees 25 Percent Sales Spike in Competitive Small Business Market With Calix SmartBiz

United Fiber grows acquisition ARPU 10% by partnering with Calix Success to build a transformative go-to-market and workforce model that positions SmartBiz as the cooperative’s cornerstone small business offering

SAN JOSE, Calif.–(BUSINESS WIRE)–Calix, Inc. (NYSE: CALX) today announced that United Fiber achieved a 25 percent surge in sales and a 10 percent acquisition-related lift in average revenue per user (ARPU) within a single month by making the award-winning SmartBiz™ the centerpiece of their small business go-to-market strategy. SmartBiz enables broadband service providers (BSPs) like United Fiber to differentiate in competitive business markets by going beyond connectivity to become catalysts for small business success.

“United Fiber understands that traditional connectivity solutions fall short for this segment,” said Darren Farnan, general manager at United Fiber. “From cafes, restaurants, and salons to insurance offices, grocery stores, and farms, these businesses need more than just residential internet access or a stripped-down enterprise offering. When SmartBiz launched, it checked every box for what our customers were already asking for—resiliency, security, segmented access, and ease of use. Now, we offer it to every new small business we work with, and we’re even going back to educate current customers who could benefit.”

Serving thousands of small businesses across rural Missouri, United Fiber was among the first BSPs in the United States to deploy SmartBiz to their business subscribers. Recently named a Customer Product of the Year by TMC, the purpose-built managed Wi-Fi solution equips small business owners to thrive in a digital-first world with secure, segmented network access for critical systems like point-of-sale, built-in advanced cybersecurity, and content filtering to protect data and boost productivity.

As a fully integrated managed service on the Calix Broadband Platform, SmartBiz is easy for BSPs to deploy, manage, and scale. However, United Fiber’s success in the small business market goes beyond launching great technology. By partnering with Calix Success and leveraging the Smart Start program, they evolved their go-to-market strategy. United Fiber leveraged SmartBiz boot camps and hands-on guidance to develop simplified offerings, dedicated sales support, and alignment between sales and field technicians for cultural and operational unity. They also utilized Calix University’s workforce transformation resources to support organizational alignment and upskilling. United Fiber’s comprehensive, consultative approach has fueled consistent SmartBiz adoption, driving 11 percent month-over-month growth.

“SmartBiz allowed us to shift the conversation from selling speed to solving real challenges,” said Farnan. “Partnering with Calix helped us reframe how we sell, how we train, and how we support local businesses. Our field technicians receive hands-on training from our sales engineers. Meanwhile, our small business sales managers build trust and gather feedback to ensure new SmartBiz subscribers understand key features post-installation. In the eyes of subscribers, we are no longer a service provider. We are a trusted advisor who understands what they need to succeed.”

United Fiber’s rapid results build on a strong history of innovation with Calix. In 2023, the cooperative partnered with the Calix Success team to revamp their residential marketing strategy, resulting in an 11 percent increase in signups for SmartHome™ managed service offerings in just weeks.

“Darren and his team have consistently been at the forefront of adopting Calix innovation throughout our 14-year partnership,” said Michael Weening, president and chief executive officer at Calix. “They’ve created a strong brand among residential subscribers as a broadband experience provider who cares, making a real impact with solutions like Bark to protect kids from the kinds of digital threats that keep parents up at night. Now they’re leading the way in their small business market with a total transformation of their go-to-market strategy. This is exactly why we innovated the industry’s sole cloud-and-software broadband platform—to enable rapid innovation at scale for any BSP. The best part is that we are still just scratching the surface. With brilliant leaders like Darren and his team, we will continue to achieve big things together.”

United Fiber will share more about their SmartBiz journey—including lessons, results, and what’s next—in an upcoming webinar on June 12, 2025. Register here.

About Calix

Calix, Inc. (NYSE: CALX)—Calix is a platform, cloud and managed services company. Broadband experience providers leverage Calix’s broadband platform, cloud and managed services to simplify their operations, subscriber engagement, and services; innovate for their consumer, business, and municipal subscribers; and grow their value for members, investors, and the communities they serve.

Our end-to-end platform and managed services democratize the use of data—enabling our customers of any size to operate efficiently, acquire subscribers, and deliver exceptional experiences. Calix is dedicated to driving continuous improvement in partnership with our growing ecosystem to support the transformation of our customers and their communities.

This press release contains forward-looking statements that are based upon management’s current expectations and are inherently uncertain. Forward-looking statements are based upon information available to us as of the date of this release, and we assume no obligation to revise or update any such forward-looking statement to reflect any event or circumstance after the date of this release, except as required by law. Actual results and the timing of events could differ materially from current expectations based on risks and uncertainties affecting Calix’s business. The reader is cautioned not to rely on the forward-looking statements contained in this press release. Additional information on potential factors that could affect Calix’s results and other risks and uncertainties are detailed in its quarterly reports on Form 10-Q and Annual Report on Form 10-K filed with the SEC and available at www.sec.gov.

Calix and the Calix logo are trademarks or registered trademarks of Calix and/or its affiliates in the U.S. and other countries. A listing of Calix’s trademarks can be found at https://www.calix.com/legal/trademarks.html. Third-party trademarks mentioned are the property of their respective owners.

Press Inquiries:

Alison Crisci

[email protected]

919-353-4323

Investor Inquiries:

Nancy Fazioli

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Telecommunications Networks Internet Small Business Professional Services Technology Security Business

MEDIA:

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Watts Water Technologies, Inc. Declares Quarterly Dividend

Watts Water Technologies, Inc. Declares Quarterly Dividend

NORTH ANDOVER, Mass.–(BUSINESS WIRE)–
Watts Water Technologies, Inc. (NYSE: WTS) today declared that the Corporation will pay a quarterly dividend of fifty-two cents ($0.52) per share on each outstanding share of the Company’s Class A Common Stock and Class B Common Stock, said dividend to be paid on June 13, 2025 to stockholders of record at the close of business on May 30, 2025.

Watts Water Technologies, Inc., through its family of companies, is a global manufacturer headquartered in the USA that provides one of the broadest plumbing, heating, and water quality product lines in the world. Watts Water companies and brands offer innovative plumbing, heating, and water quality solutions to control the efficiency, safety, and quality of water within commercial, residential, and industrial applications. For more information visit www.watts.com.

Watts Water Technologies, Inc.

Diane McClintock

Senior Vice President FP&A and Investor Relations

Telephone: 978-689-6153

Email: [email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Utilities Energy

MEDIA:

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Paycom Announces Quarterly Cash Dividend

Paycom Announces Quarterly Cash Dividend

OKLAHOMA CITY–(BUSINESS WIRE)–
Paycom Software, Inc. (“Paycom”) (NYSE: PAYC), a leading provider of comprehensive, cloud-based human capital management software, announced today that its Board of Directors declared a cash dividend in the amount of $0.375 per share of common stock, to be paid on June 9, 2025, to all stockholders of record as of the close of business on May 27, 2025.

About Paycom

For over 25 years, Paycom Software, Inc. (NYSE: PAYC) has simplified business and employees’ lives through easy-to-use HR and payroll technology to empower transparency through direct access to their data. From onboarding and benefits enrollment to talent management and more, Paycom’s employee-first technology leverages full-solution automation to streamline processes, drive efficiencies and give employees power over their own HR information, all in a single app. Paycom’s single database combines all HR and payroll data in one place, providing a seamless and accurate experience without the errors and inefficiencies associated with integrating multiple systems. Recognized globally for its technology and workplace culture, Paycom serves businesses of all sizes in the U.S. and internationally.

Investor Relations Contact:

James Samford

[email protected]

KEYWORDS: United States North America Oklahoma

INDUSTRY KEYWORDS: Professional Services Payments Technology Human Resources Software Fintech Internet

MEDIA:

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Uber and WeRide Expand Strategic Partnership to Bring Autonomous Vehicles to 15 More Cities

Uber and WeRide Expand Strategic Partnership to Bring Autonomous Vehicles to 15 More Cities

SAN FRANCISCO & GUANGZHOU, China–(BUSINESS WIRE)–
Uber Technologies, Inc. (NYSE: UBER), the world’s largest mobility and delivery platform, and WeRide (NASDAQ: WRD), a global leader in autonomous driving technology, today announced a significant expansion of their previously announced strategic partnership, adding 15 additional cities globally over the next five years, including in Europe. This expanded partnership accelerates WeRide and Uber’s shared goal of making autonomous mobility a global reality, with both companies leading the way in delivering cutting-edge technology.

Following a successful launch in Abu Dhabi and soon Dubai, the companies have committed to expanding their autonomous vehicle partnership to several new cities each year, all outside of the US and China. In these cities, WeRide’s Robotaxi services will be available through the Uber app, and Uber will be responsible for fleet operations.

“We are excited to take our partnership with Uber to new heights. Expanding into new cities across multiple continents reflects both companies’ confidence in our technology and our shared commitment to innovative, sustainable transportation solutions,” said Tony Han, founder and CEO of WeRide. “This expansion aligns with WeRide’s ambitious strategy for global growth – to make autonomous driving solutions more affordable and accessible to people worldwide.”

“Today’s announcement – one of the biggest partnerships of its kind ever announced – is a significant milestone towards realizing the promise of autonomous mobility in more places around the world,” said Dara Khosrowshahi, CEO of Uber. ”By leveraging Uber’s global scale, operational expertise, and leading marketplace technology, we are thrilled to partner with cutting-edge AV companies like WeRide to help them commercialize their vehicles and bring the benefits of autonomy to more riders.”

About Uber

Uber’s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 58 billion trips later, we’re building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.

About WeRide

WeRide is a global leader and a first mover in the autonomous driving industry, as well as the first publicly traded Robotaxi company. The company operates in over 30 cities across 10 countries, holding driverless permits in China, the UAE, Singapore, France and the US. Empowered by the smart, versatile, cost-effective, and highly adaptable WeRide One platform, WeRide provides autonomous driving products and services that address a vast array of transportation needs across a diverse range of urban use cases across mobility, logistics, and sanitation. WeRide was named to Fortune Magazine’s 2024 “The Future 50” list.

Uber

[email protected]

WeRide

[email protected]

KEYWORDS: China United States United Arab Emirates North America Asia Pacific Middle East California

INDUSTRY KEYWORDS: Vehicle Technology Automotive Apps/Applications Technology Transport Autonomous Driving/Vehicles Public Transport

MEDIA:

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Celanese Corporation Reports First Quarter Earnings

Celanese Corporation Reports First Quarter Earnings

DALLAS–(BUSINESS WIRE)–
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 quarter driven by a 2 percent increase in volume, with a small offset in currency. Most end-markets developed as anticipated, with persistent global demand sluggishness, especially in key segments like automotive, paints, coatings, and construction. Celanese continued to drive self-help measures in support of the three strategic priorities of increasing cash to deleverage the balance sheet, intensifying cost improvements, and driving top-line growth through differentiated business models. These actions supported the Company’s ability to deliver first quarter consolidated operating profit of $168 million, adjusted EBIT of $234 million, and operating EBITDA of $414 million at margins of 7, 10, and 17 percent, respectively. The results were driven by favorable mix and productivity gains in Engineered Materials, which were partially offset by slightly higher costs and greater than anticipated delays in order timing in the Acetyl Chain.

The difference between U.S. GAAP diluted loss per share and adjusted earnings per share in the first quarter was primarily due to Certain Items totaling $43 million1 and expenses related to refinancing of $32 million.

 
1 Mainly driven by employee-termination costs related to business optimization projects

During the first quarter, Celanese implemented multiple new actions, in addition to previously announced plans, to deliver consistent earnings growth and increase cash generation to deleverage the balance sheet in the current dynamic global environment. These actions include the following:

  • Completed a series of transactions, including registered offerings of approximately $2.6 billion aggregate principal of notes, that improved the near-term maturity profile, lowered the blended borrowing rate, and enhanced prepayment flexibility. These transactions enable the Company to better focus on generating free cash flow and proceeds from intended divestitures to manage the maturities due through 2027.
  • Increased the cost reduction targets Celanese expects to achieve in 2025 to approximately $120 million. Previously, the Company announced $80 million in cost reductions, primarily in selling, general, and administrative (SG&A) productivity. In addition, Celanese has identified $40 million in additional cost savings opportunities, which are evenly split between the Engineered Materials business and the Acetyl Chain business. The additional cost reductions in Engineered Materials focus on streamlining areas such as the logistics and distribution network, discretionary spending, and further SG&A optimization. Within the Acetyl Chain, the additional cost reductions focus on plant and distribution productivity.
  • Announced the intention to pursue a complete divestiture of the Micromax® business, a global manufacturer of electronic pastes and ceramic tapes that is currently within the Engineered Materials portfolio. The business provides solutions across several end-markets, including radar and communications, health and specialty technologies, automotive, and circuit board components.

“Our end-markets in the first quarter exhibited dynamics similar to the fourth quarter, and demand in our businesses developed mostly as we expected,” said Scott Richardson, president and chief executive officer. “While tariffs are a constant topic, we saw no direct impact in the first quarter. No matter how the demand environment develops over the remainder of the year, our mission is unchanged. We intend to continue driving productivity and earnings growth through execution of our three key priorities, and are taking aggressive actions to generate cash, reduce costs, and drive growth through our two differentiated business models. Our recent refinancing reduced the debt obligations we have in the near term, and supports our goal of using free cash flow and divestiture proceeds to address maturities due through 2027. As you can see from our announcement today, we are focused on completing divestitures and plan to use those proceeds to advance our debt repayment and deleveraging. We will continue to execute bold actions to reestablish Celanese as a top tier company for shareholder returns.”

First Quarter 2025 Financial Highlights:

 

Three Months Ended

 

March 31,

2025

December 31,

2024

March 31,

2024

 

(unaudited)

 

(In $ millions, except per share data)

Net Sales

 

 

 

Engineered Materials

 

1,287

 

 

1,281

 

 

1,378

 

Acetyl Chain

 

1,116

 

 

1,110

 

 

1,261

 

Intersegment Eliminations

 

(14

)

 

(21

)

 

(28

)

Total

 

2,389

 

 

2,370

 

 

2,611

 

 

 

 

 

Operating Profit (Loss)

 

 

 

Engineered Materials

 

96

 

 

(1,508

)

 

89

 

Acetyl Chain

 

162

 

 

216

 

 

254

 

Other Activities

 

(90

)

 

(113

)

 

(133

)

Total

 

168

 

 

(1,405

)

 

210

 

 

 

 

 

Net Earnings (Loss)

 

(17

)

 

(1,911

)

 

124

 

 

 

 

 

Adjusted EBIT(1)

 

 

 

Engineered Materials

 

126

 

 

156

 

 

201

 

Acetyl Chain

 

168

 

 

253

 

 

296

 

Other Activities

 

(60

)

 

(76

)

 

(90

)

Total

 

234

 

 

333

 

 

407

 

 

 

 

 

Equity Earnings and Dividend Income, Other Income (Expense)

 

 

 

Engineered Materials

 

17

 

 

33

 

 

50

 

Acetyl Chain

 

3

 

 

35

 

 

36

 

 

 

 

 

Operating EBITDA(1)

 

414

 

 

517

 

 

583

 

Diluted EPS – continuing operations

$

(0.15

)

$

(17.45

)

$

1.10

 

Diluted EPS – total

$

(0.19

)

$

(17.50

)

$

1.10

 

Adjusted EPS(1)

$

0.57

 

$

1.45

 

$

2.08

 

 

 

 

 

Net cash provided by (used in) investing activities

 

(98

)

 

(128

)

 

(151

)

Net cash provided by (used in) financing activities

 

45

 

 

(189

)

 

(259

)

Net cash provided by (used in) operating activities

 

37

 

 

494

 

 

101

 

Free cash flow(1)

 

(73

)

 

381

 

 

(40

)

 
(1) See “Non-US GAAP Financial Measures” below.

First Quarter Business Segment Overview

Acetyl Chain

The Acetyl Chain delivered first quarter net sales of $1.1 billion, which was a 1 percent sequential increase and attributable to a 3 percent increase in volume that was partially offset by 1 percent declines in both price and currency. The demand environment for the business was similar to the fourth quarter and reflected persistent Western Hemisphere demand weakness. The impact of supply increases in China was similar to the previous quarter, and combined with sluggish Asia demand for paint, coatings, and construction, led to continuing demand challenges. In addition, anticipated delays of order patterns in the acetate tow product line were slightly larger than expected in the first quarter. Despite these headwinds, the business delivered sequential volume increases in other product lines. The business delivered first quarter operating profit of $162 million, adjusted EBIT of $168 million, and operating EBITDA of $229 million at margins of 15, 15, and 21 percent, respectively. As expected, the Acetyl Chain faced earnings headwinds from the delay of a dividend payment from the first quarter to the second quarter, due to a change in Chinese law. The business also experienced slightly higher energy costs in the quarter. The Acetyl Chain continues to take actions to drive consistency of earnings, including announcing a price increase in the vinyls chain in the Western Hemisphere that took effect in late March.

Engineered Materials

Engineered Materials reported first quarter net sales of $1.3 billion, representing an increase of 1 percent compared to the previous quarter, consisting of a 1 percent increase in both volume and price, partially offset by a 1 percent decline in currency. The business faced a demand environment that was largely similar to the fourth quarter, with stabilizing but not yet normalized demand across most key end-markets. The significant automotive destocking in the Western Hemisphere that began in the second half of 2024 continued through the first quarter, largely reaching more stabilized levels by late March. While sequential global automotive builds were down 10 percent, and most pronounced in Asia, Engineered Material’s worldwide automotive volumes grew 5 percent in the same period. Engineered Materials reported first quarter operating profit of $96 million, adjusted EBIT of $126 million, and operating EBITDA of $235 million, with margins of 7, 10, and 18 percent, respectively. Business results were driven by improved mix, evidenced by more favorable sales of medical implant grades due to lower than expected seasonal impacts, as well as increased sales of higher margin, differentiated products. Additionally, the business drove productivity initiatives to achieve lower than expected costs in the quarter. Engineered Materials also continues to upgrade the pipeline growth model. The evolution of the project pipeline model remains central to the Engineered Materials growth strategy as the Company continues to prioritize high impact, high performance, and demanding opportunities that are expected to drive improved earnings.

Cash Flow and Tax

Celanese reported first quarter operating cash flow of $37 million and free cash flow of ($73) million, which included cash capital expenditures of $102 million. First quarter operating cash flow results were driven by working capital timing items as well as initial progress against inventory reduction goals in Engineered Materials. In the first quarter, Celanese returned $3 million in cash to shareholders via dividends.

The effective U.S. GAAP income tax rate was (300) percent for the first quarter resulting from a tax expense combined with a GAAP loss in continuing operations compared with a tax expense of 21 percent for the same quarter in 2024. The effective income tax rate for the first quarter was lower compared to the same period in 2024, primarily due to increases in valuation allowance on U.S. foreign tax credit carryforwards and decreased earnings in the current year. The effective tax rate for adjusted earnings was 9 percent for the first quarter and we anticipate this rate for 2025 based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.

Outlook

“The already difficult demand environment has become more uncertain with the developments around tariffs and global trade issues. Our global production network provides us flexibility to manage most of the direct cost impacts of the current tariff conditions. Due to our mitigation preparations, we don’t anticipate direct tariff impact in the second quarter,” said Scott Richardson. “We expect tailwinds as several non-recurring items from the first quarter do not repeat, including the resumption in the second quarter of the dividend in the Acetyl Chain from our partner in China. We also anticipate slight volume recovery in automotive in the second quarter with more stabilized demand especially in the U.S. and China, as well as a normalization of acetate tow orders after the first quarter timing delays. Given these dynamics, we anticipate second quarter adjusted earnings per share to be $1.30 to $1.50. Still, the potential impacts of tariffs on demand make it difficult to predict earnings for the full year.”

“In times like these of high uncertainty, the most important lever that we can pull is cash generation to deleverage our balance sheet, and that will remain our top priority. Over the past five years we have averaged approximately $1 billion in free cash flow each year, and I’m confident we can capitalize on that critical capability during these challenging times. Considering the macro-driven earnings uncertainty, cash generation is our emphasis, and we expect to deliver $700 to $800 million of free cash flow in 2025, assuming no meaningful downturn in demand.”

Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT, operating EBITDA or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see “Non-GAAP Financial Measures” below.

The Company’s prepared remarks related to the first quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on May 5, 2025. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also “Non-GAAP Financial Measures” below.

Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs more than 11,000 employees worldwide with 2024 net sales of $10.3 billion.

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the Company’s 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. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 (“PA66”), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the “M&M Business”) we acquired from DuPont de Nemours, Inc. (the “M&M Acquisition”), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairments of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company’s strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures

Presentation

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

Use of Non-US GAAP Financial Information

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

Definitions of Non-US GAAP Financial Measures

  • Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.
  • Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales.
  • Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

    Note: The income tax expense (benefit) on Certain Items (“Non-GAAP adjustments”) is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management’s assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
  • Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures. We do not provide reconciliations for free cash flow on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about May 5, 2025 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

Results Unaudited

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

Supplemental Information

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

Consolidated Statements of Operations – Unaudited

 

Three Months Ended

 

March 31,

2025

December 31,

2024

March 31,

2024

 

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

Net sales

2,389

 

2,370

 

2,611

 

Cost of sales

(1,913

)

(1,831

)

(2,057

)

Gross profit

476

 

539

 

554

 

Selling, general and administrative expenses

(230

)

(262

)

(265

)

Amortization of intangible assets

(40

)

(40

)

(41

)

Research and development expenses

(31

)

(31

)

(34

)

Other (charges) gains, net

(31

)

(1,621

)

(14

)

Foreign exchange gain (loss), net

21

 

12

 

11

 

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

3

 

(2

)

(1

)

Operating profit (loss)

168

 

(1,405

)

210

 

Equity in net earnings (loss) of affiliates

22

 

39

 

55

 

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

2

 

(27

)

2

 

Interest expense

(170

)

(164

)

(169

)

Refinancing expense

(32

)

 

 

Interest income

4

 

5

 

13

 

Dividend income – equity investments

1

 

33

 

34

 

Other income (expense), net

2

 

 

12

 

Earnings (loss) from continuing operations before tax

(3

)

(1,519

)

157

 

Income tax (provision) benefit

(9

)

(387

)

(33

)

Earnings (loss) from continuing operations

(12

)

(1,906

)

124

 

Earnings (loss) from operation of discontinued operations

(6

)

(6

)

 

Income tax (provision) benefit from discontinued operations

1

 

1

 

 

Earnings (loss) from discontinued operations

(5

)

(5

)

 

Net earnings (loss)

(17

)

(1,911

)

124

 

Net (earnings) loss attributable to noncontrolling interests

(4

)

(3

)

(3

)

Net earnings (loss) attributable to Celanese Corporation

(21

)

(1,914

)

121

 

Amounts attributable to Celanese Corporation

 

 

 

Earnings (loss) from continuing operations

(16

)

(1,909

)

121

 

Earnings (loss) from discontinued operations

(5

)

(5

)

 

Net earnings (loss)

(21

)

(1,914

)

121

 

Earnings (loss) per common share – basic

 

 

 

Continuing operations

(0.15

)

(17.45

)

1.11

 

Discontinued operations

(0.04

)

(0.05

)

 

Net earnings (loss) – basic

(0.19

)

(17.50

)

1.11

 

Earnings (loss) per common share – diluted

 

 

 

Continuing operations

(0.15

)

(17.45

)

1.10

 

Discontinued operations

(0.04

)

(0.05

)

 

Net earnings (loss) – diluted

(0.19

)

(17.50

)

1.10

 

Weighted average shares (in millions)

 

 

 

Basic

109.4

 

109.4

 

109.1

 

Diluted

109.4

 

109.4

 

109.5

 

Consolidated Balance Sheets – Unaudited

 

As of

March 31,

2025

As of

December 31,

2024

 

 

(In $ millions)

ASSETS

 

 

Current Assets

 

 

Cash and cash equivalents

951

 

962

 

Trade receivables – third party and affiliates, net

1,240

 

1,121

 

Non-trade receivables, net

640

 

493

 

Inventories

2,309

 

2,284

 

Other assets

278

 

285

 

Total current assets

5,418

 

5,145

 

Investments in affiliates

1,220

 

1,217

 

Property, plant and equipment, net

5,259

 

5,273

 

Operating lease right-of-use assets

379

 

388

 

Deferred income taxes

1,295

 

1,251

 

Other assets

543

 

555

 

Goodwill

5,413

 

5,387

 

Intangible assets, net

3,670

 

3,641

 

Total assets

23,197

 

22,857

 

LIABILITIES AND EQUITY

 

 

Current Liabilities

 

 

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

406

 

1,501

 

Trade payables – third party and affiliates

1,314

 

1,228

 

Other liabilities

997

 

1,120

 

Income taxes payable

80

 

4

 

Total current liabilities

2,797

 

3,853

 

Long-term debt, net of unamortized deferred financing costs

12,378

 

11,078

 

Deferred income taxes

924

 

933

 

Uncertain tax positions

291

 

286

 

Benefit obligations

396

 

396

 

Operating lease liabilities

284

 

294

 

Other liabilities

512

 

408

 

Commitments and Contingencies

 

 

Shareholders’ Equity

 

 

Treasury stock, at cost

(5,486

)

(5,486

)

Additional paid-in capital

413

 

409

 

Retained earnings

11,076

 

11,100

 

Accumulated other comprehensive income (loss), net

(817

)

(848

)

Total Celanese Corporation shareholders’ equity

5,186

 

5,175

 

Noncontrolling interests

429

 

434

 

Total equity

5,615

 

5,609

 

Total liabilities and equity

23,197

 

22,857

 

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 and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.

Presentation

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

Use of Non-US GAAP Financial Measures

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

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

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

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

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted gross profit, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for adjusted gross profit is gross profit; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders’ equity.

Definitions

  • Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company’s incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT.
  • Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA.
  • Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests (“NCI”). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as operating profit (loss) attributable to Celanese Corporation.
  • Adjusted gross profit is a performance measure used by the Company and is defined by the Company as gross profit, adjusted for Certain Items (refer to Table 2a). We believe that adjusted gross profit provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing certain trends impacting our businesses from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted gross profit has inherent limitations because of the excluded items. Adjusted gross profit is one of the measures management uses for planning and budgeting and monitoring and evaluating financial and operating results. We do not provide reconciliations for adjusted gross profit on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/ or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
  • Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company’s incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

    Note: The income tax expense (benefit) on Certain Items (“Non-GAAP adjustments”) is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management’s assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
  • Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company’s liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
  • Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company’s capital structure and credit quality assessment.
  • Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders’ equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our shareholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

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

  • Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.
  • Cash dividends received from our equity investments.
  • For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders’ interests are shown as NCI. Amounts referred to as “attributable to Celanese Corporation” are net of any applicable NCI.

Results Unaudited

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

Table 1

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

 

Q1 ’25

 

2024

 

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions)

Net earnings (loss) attributable to Celanese Corporation

(21

)

 

(1,522

)

 

(1,914

)

 

116

 

 

155

 

 

121

 

(Earnings) loss from discontinued operations

5

 

 

8

 

 

5

 

 

2

 

 

1

 

 

 

Interest income

(4

)

 

(33

)

 

(5

)

 

(5

)

 

(10

)

 

(13

)

Interest expense

170

 

 

676

 

 

164

 

 

169

 

 

174

 

 

169

 

Refinancing expense

32

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

9

 

 

510

 

 

387

 

 

61

 

 

29

 

 

33

 

Certain Items attributable to Celanese Corporation (Table 8)

43

 

 

2,009

 

 

1,696

 

 

114

 

 

102

 

 

97

 

Adjusted EBIT

234

 

 

1,648

 

 

333

 

 

457

 

 

451

 

 

407

 

Depreciation and amortization expense(1)

180

 

 

728

 

 

184

 

 

187

 

 

181

 

 

176

 

Operating EBITDA

414

 

 

2,376

 

 

517

 

 

644

 

 

632

 

 

583

 

 

Q1 ’25

 

2024

 

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions)

Engineered Materials

 

 

73

 

 

1

 

 

16

 

 

11

 

 

45

 

Acetyl Chain

 

 

 

 

 

 

 

 

 

 

 

Other Activities(2)

 

 

 

 

 

 

 

 

 

 

 

Accelerated depreciation and amortization expense

 

 

73

 

 

1

 

 

16

 

 

11

 

 

45

 

Depreciation and amortization expense(1)

180

 

 

728

 

 

184

 

 

187

 

 

181

 

 

176

 

Total depreciation and amortization expense

180

 

 

801

 

 

185

 

 

203

 

 

192

 

 

221

 

_________________________________

(1)

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

(2)

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

Table 2 – Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA – Non-GAAP Measures – Unaudited

 

Q1 ’25

 

2024

 

 

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions, except percentages)

Operating Profit (Loss) / Operating Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

96

 

 

7.5

%

 

(1,179

)

 

(21.0

)%

 

(1,508

)

 

(117.7

)%

 

102

 

 

6.9

%

 

138

 

 

9.4

%

 

89

 

 

6.5

%

Acetyl Chain

162

 

 

14.5

%

 

951

 

 

20.0

%

 

216

 

 

19.5

%

 

239

 

 

20.1

%

 

242

 

 

20.1

%

 

254

 

 

20.1

%

Other Activities(1)

(90

)

 

 

 

(469

)

 

 

 

(113

)

 

 

 

(93

)

 

 

 

(130

)

 

 

 

(133

)

 

 

Total

168

 

 

7.0

%

 

(697

)

 

(6.8

)%

 

(1,405

)

 

(59.3

)%

 

248

 

 

9.4

%

 

250

 

 

9.4

%

 

210

 

 

8.0

%

Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials

2

 

 

 

 

(1

)

 

 

 

2

 

 

 

 

2

 

 

 

 

(4

)

 

 

 

(1

)

 

 

Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain

2

 

 

 

 

9

 

 

 

 

1

 

 

 

 

2

 

 

 

 

2

 

 

 

 

4

 

 

 

Operating Profit (Loss) Attributable to Celanese Corporation

164

 

 

6.9

%

 

(705

)

 

(6.9

)%

 

(1,408

)

 

(59.4

)%

 

244

 

 

9.2

%

 

252

 

 

9.5

%

 

207

 

 

7.9

%

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

94

 

 

7.3

%

 

(1,178

)

 

(21.0

)%

 

(1,510

)

 

(117.9

)%

 

100

 

 

6.8

%

 

142

 

 

9.7

%

 

90

 

 

6.5

%

Acetyl Chain

160

 

 

14.3

%

 

942

 

 

19.8

%

 

215

 

 

19.4

%

 

237

 

 

19.9

%

 

240

 

 

20.0

%

 

250

 

 

19.8

%

Other Activities(1)

(90

)

 

 

 

(469

)

 

 

 

(113

)

 

 

 

(93

)

 

 

 

(130

)

 

 

 

(133

)

 

 

Total

164

 

 

6.9

%

 

(705

)

 

(6.9

)%

 

(1,408

)

 

(59.4

)%

 

244

 

 

9.2

%

 

252

 

 

9.5

%

 

207

 

 

7.9

%

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

17

 

 

 

 

178

 

 

 

 

33

 

 

 

 

46

 

 

 

 

49

 

 

 

 

50

 

 

 

Acetyl Chain

3

 

 

 

 

138

 

 

 

 

35

 

 

 

 

34

 

 

 

 

33

 

 

 

 

36

 

 

 

Other Activities(1)

5

 

 

 

 

48

 

 

 

 

4

 

 

 

 

16

 

 

 

 

13

 

 

 

 

15

 

 

 

Total

25

 

 

 

 

364

 

 

 

 

72

 

 

 

 

96

 

 

 

 

95

 

 

 

 

101

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

 

 

 

 

8

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acetyl Chain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Activities(1)

2

 

 

 

 

(28

)

 

 

 

(35

)

 

 

 

3

 

 

 

 

2

 

 

 

 

2

 

 

 

Total

2

 

 

 

 

(20

)

 

 

 

(27

)

 

 

 

3

 

 

 

 

2

 

 

 

 

2

 

 

 

Certain Items Attributable to Celanese Corporation(Table 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

15

 

 

 

 

1,851

 

 

 

 

1,625

 

 

 

 

91

 

 

 

 

74

 

 

 

 

61

 

 

 

Acetyl Chain

5

 

 

 

 

22

 

 

 

 

3

 

 

 

 

5

 

 

 

 

4

 

 

 

 

10

 

 

 

Other Activities(1)

23

 

 

 

 

136

 

 

 

 

68

 

 

 

 

18

 

 

 

 

24

 

 

 

 

26

 

 

 

Total

43

 

 

 

 

2,009

 

 

 

 

1,696

 

 

 

 

114

 

 

 

 

102

 

 

 

 

97

 

 

 

Adjusted EBIT / Adjusted EBIT Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

126

 

 

9.8

%

 

859

 

 

15.3

%

 

156

 

 

12.2

%

 

237

 

 

16.0

%

 

265

 

 

18.1

%

 

201

 

 

14.6

%

Acetyl Chain

168

 

 

15.1

%

 

1,102

 

 

23.1

%

 

253

 

 

22.8

%

 

276

 

 

23.2

%

 

277

 

 

23.0

%

 

296

 

 

23.5

%

Other Activities(1)

(60

)

 

 

 

(313

)

 

 

 

(76

)

 

 

 

(56

)

 

 

 

(91

)

 

 

 

(90

)

 

 

Total

234

 

 

9.8

%

 

1,648

 

 

16.0

%

 

333

 

 

14.1

%

 

457

 

 

17.3

%

 

451

 

 

17.0

%

 

407

 

 

15.6

%

_________________________________

(1)

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

Table 2 – Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA – Non-GAAP Measures – Unaudited (cont.)

 

Q1 ’25

 

2024

 

 

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions, except percentages)

Depreciation and Amortization Expense(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

109

 

 

 

 

437

 

 

 

 

114

 

 

 

 

111

 

 

 

 

110

 

 

 

 

102

 

 

 

Acetyl Chain

61

 

 

 

 

244

 

 

 

 

63

 

 

 

 

63

 

 

 

 

61

 

 

 

 

57

 

 

 

Other Activities(2)

10

 

 

 

 

47

 

 

 

 

7

 

 

 

 

13

 

 

 

 

10

 

 

 

 

17

 

 

 

Total

180

 

 

 

 

728

 

 

 

 

184

 

 

 

 

187

 

 

 

 

181

 

 

 

 

176

 

 

 

Operating EBITDA / Operating EBITDA Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineered Materials

235

 

 

18.3

%

 

1,296

 

 

23.1

%

 

270

 

 

21.1

%

 

348

 

 

23.5

%

 

375

 

 

25.6

%

 

303

 

 

22.0

%

Acetyl Chain

229

 

 

20.5

%

 

1,346

 

 

28.3

%

 

316

 

 

28.5

%

 

339

 

 

28.5

%

 

338

 

 

28.1

%

 

353

 

 

28.0

%

Other Activities(2)

(50

)

 

 

 

(266

)

 

 

 

(69

)

 

 

 

(43

)

 

 

 

(81

)

 

 

 

(73

)

 

 

Total

414

 

 

17.3

%

 

2,376

 

 

23.1

%

 

517

 

 

21.8

%

 

644

 

 

24.3

%

 

632

 

 

23.8

%

 

583

 

 

22.3

%

_________________________________

(1)

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

(2)

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

Table 2a – Supplemental Segment Data and Reconciliation of Segment Adjusted Gross Profit – Non-GAAP Measures – Unaudited

 

2024

 

2021

 

 

(In $ millions)

 

Engineered Materials

 

 

 

 

Gross profit

1,236

1,670

(1)

Certain Items attributable to Celanese Corporation – Engineered Materials gross profit

120

 

27

 

Adjusted gross profit

1,356

 

1,697

 

___________________________

(1)

Inclusive of the actual results of the Company plus the results of the historical Mobility and Materials business as reclassified for the year ended December 31, 2021 (the “Mobility & Materials Pro Forma Financials”) as filed by the Company on its current report on Form 8-K/A on November 21, 2022 and adjusts from the Mobility and Materials Pro Forma Financials only the Acquisition Accounting Adjustments thereon.

Certain Items Attributable to Celanese Corporation- Engineered Materials Gross Profit – Unaudited

The following Certain Items attributable to Celanese Corporation – Engineered Materials are included in Gross profit and are adjustments to non-GAAP measures:

 

2024

 

2021

 

(In $ millions)

Exit and shutdown costs

115

 

14

Mergers, acquisitions and dispositions

3

 

4

Impact from plant incidents and natural disasters

2

 

9

Certain Items attributable to Celanese Corporation – Engineered Materials gross profit

120

27

(1)

___________________________

(1)

Not including any adjustments for the Mobility and Materials business as the Company did not own the Mobility and Materials business during the year ended December 31, 2021 and therefore cannot determine the amount of any adjustments that could have been eligible under the Company’s adjustment criteria and process, and it is possible such amount, if any, could cause the amount of adjusted gross profit of the Company for the year ended December 31, 2021 to differ materially from what is presented.

Table 3

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

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

 

 

per

share

 

 

 

per

share

 

 

 

per

share

 

 

 

per

share

 

 

 

per

share

 

 

 

per

share

 

(In $ millions, except per share data)

Earnings (loss) from continuing operations attributable to Celanese Corporation

(16

)

 

(0.15

)

 

(1,514

)

 

(13.86

)

 

(1,909

)

 

(17.45

)

 

118

 

 

1.08

 

156

 

 

1.42

 

121

 

 

1.10

Income tax provision (benefit)

9

 

 

 

 

510

 

 

 

 

387

 

 

 

 

61

 

 

 

 

29

 

 

 

 

33

 

 

 

Earnings (loss) from continuing operations before tax

(7

)

 

 

 

(1,004

)

 

 

 

(1,522

)

 

 

 

179

 

 

 

 

185

 

 

 

 

154

 

 

 

Certain Items attributable to Celanese Corporation(Table 8)

43

 

 

 

 

2,009

 

 

 

 

1,696

 

 

 

 

114

 

 

 

 

102

 

 

 

 

97

 

 

 

Refinancing and related expenses

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings (loss) from continuing operations before tax

68

 

 

 

 

1,005

 

 

 

 

174

 

 

 

 

293

 

 

 

 

287

 

 

 

 

251

 

 

 

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

(6

)

 

 

 

(90

)

 

 

 

(15

)

 

 

 

(26

)

 

 

 

(26

)

 

 

 

(23

)

 

 

Adjusted earnings (loss) from continuing operations(2)

62

 

 

0.57

 

 

915

 

 

8.37

 

 

159

 

 

1.45

 

 

267

 

 

2.44

 

261

 

 

2.38

 

228

 

 

2.08

 

Diluted shares (in millions)(3)

Weighted average shares outstanding

109.4

 

 

 

 

109.3

 

 

 

 

109.4

 

 

 

 

109.3

 

 

 

 

109.3

 

 

 

 

109.1

 

 

 

Incremental shares attributable to equity awards

 

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

 

0.2

 

 

 

 

0.4

 

 

 

Total diluted shares

109.4

 

 

 

 

109.3

 

 

 

 

109.4

 

 

 

 

109.5

 

 

 

 

109.5

 

 

 

 

109.5

 

 

 

_________________________________

(1)

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

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

 

Adjusted effective tax rate

9

 

 

 

9

 

 

 

9

 

 

 

9

 

 

 

9

 

 

 

9

 

 

 

(2)

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

 

 

Actual Plan

Asset Returns

 

Expected Plan

Asset Returns

 

 

(In percentages)

2024

 

2.5

 

5.3

(3)

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

Table 3a

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

 

Estimated

 

Actual

 

2025

 

2024

 

(In percentages)

US GAAP annual effective tax rate

20

 

(51)

Discrete quarterly recognition of GAAP items(1)

(1)

 

1

Tax impact of other charges and adjustments(2)

(2)

 

98

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

(4)

 

(40)

Other, includes effect of discrete current year transactions(4)

(4)

 

1

Adjusted tax rate

9

 

9

______________________________

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

(1)

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

(2)

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

(3)

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

(4)

Includes tax impacts related to full-year actual tax opportunities and related costs, as well as current year realization of U.S. GAAP benefits deferred in prior years.

Table 4

Net Sales by Segment – Unaudited

 

Q1 ’25

 

2024

 

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions)

Engineered Materials

1,287

 

 

5,607

 

 

1,281

 

 

1,481

 

 

1,467

 

 

1,378

 

Acetyl Chain

1,116

 

 

4,763

 

 

1,110

 

 

1,190

 

 

1,202

 

 

1,261

 

Intersegment eliminations(1)

(14

)

 

(90

)

 

(21

)

 

(23

)

 

(18

)

 

(28

)

Net sales

2,389

 

 

10,280

 

 

2,370

 

 

2,648

 

 

2,651

 

 

2,611

 

_________________________________

(1)

Includes intersegment sales primarily related to the Acetyl Chain.

Table 4a

Factors Affecting Segment Net Sales Sequentially – Unaudited

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024

 

Volume

 

Price

 

Currency

 

Total

 

(In percentages)

Engineered Materials

1

 

1

 

 

(1

)

 

1

 

Acetyl Chain

3

 

 

(1

)

 

(1

)

 

1

 

 

 

 

 

 

 

 

 

Total Company

2

 

 

 

 

(1

)

 

1

 

Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(10

)

 

(3

)

 

(1

)

 

(14

)

 

Acetyl Chain

(4

)

 

(2

)

 

(1

)

 

(7

)

 

 

 

 

 

 

 

 

 

 

Total Company

(7

)

 

(2

)

 

(1

)

 

(10

)

 

Three Months Ended September 30, 2024 Compared to Three Months Ended June 30, 2024

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

 

 

 

 

1

 

 

1

 

 

Acetyl Chain

 

 

(2

)

 

1

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

Total Company

 

 

(1

)

 

1

 

 

 

 

Three Months Ended June 30, 2024 Compared to Three Months Ended March 31, 2024

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

7

 

 

 

 

(1

)

 

6

 

 

Acetyl Chain

(1

)

 

(4

)

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

Total Company

4

 

 

(2

)

 

 

 

2

 

 

Three Months Ended March 31, 2024 Compared to Three Months Ended December 31, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(1

)

 

(1

)

 

 

 

(2

)

 

Acetyl Chain

5

 

 

1

 

 

1

 

 

7

 

 

 

 

 

 

 

 

 

 

 

Total Company

2

 

 

 

 

 

 

2

 

 

Table 4b

Factors Affecting Segment Net Sales Year Over Year – Unaudited

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(4

)

 

(2

)

 

(1

)

 

(7

)

 

Acetyl Chain

(6

)

 

(4

)

 

(1

)

 

(11

)

 

 

 

 

 

 

 

 

 

 

Total Company

(5

)

 

(3

)

 

(1

)

 

(9

)

 

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(6

)

 

(3

)

 

 

 

(9

)

 

Acetyl Chain

(2

)

 

(4

)

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

Total Company

(4

)

 

(4

)

 

 

 

(8

)

 

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(1

)

 

(2

)

 

 

 

(3

)

 

Acetyl Chain

1

 

 

(3

)

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

Total Company

 

 

(3

)

 

 

 

(3

)

 

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(2

)

 

(4

)

 

(1

)

 

(7

)

 

Acetyl Chain

4

 

 

(6

)

 

(1

)

 

(3

)

 

 

 

 

 

 

 

 

 

 

Total Company

1

 

 

(5

)

 

(1

)

 

(5

)

 

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(12

)

 

(2

)

 

(1

)

 

(15

)

 

Acetyl Chain

11

 

 

(10

)

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

Total Company

(2

)

 

(5

)

 

(1

)

 

(8

)

 

Table 4c

Factors Affecting Segment Net Sales Year Over Year – Unaudited

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

 

Volume

 

Price

 

Currency

 

Total

 

 

(In percentages)

 

Engineered Materials

(5

)

 

(3

)

 

(1

)

 

(9

)

 

Acetyl Chain

4

 

 

(6

)

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

Total Company

(1

)

 

(4

)

 

(1

)

 

(6

)

 

Table 5

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

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions, except percentages)

Net cash provided by (used in) investing activities

(98

)

 

(470

)

 

(128

)

 

(100

)

 

(91

)

 

(151

)

Net cash provided by (used in) financing activities

45

 

 

(1,313

)

 

(189

)

 

(376

)

 

(489

)

 

(259

)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

37

 

 

966

 

 

494

 

 

79

 

 

292

 

 

101

 

Capital expenditures on property, plant and equipment

(102

)

 

(435

)

 

(105

)

 

(88

)

 

(105

)

 

(137

)

Contributions from/(Distributions) to NCI

(8

)

 

(33

)

 

(8

)

 

(7

)

 

(14

)

 

(4

)

Free cash flow(1)

(73

)

 

498

 

 

381

 

 

(16

)

 

173

 

 

(40

)

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

2,389

 

 

10,280

 

 

2,370

 

 

2,648

 

 

2,651

 

 

2,611

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow as % of Net sales

(3.1

)%

 

4.8

%

 

16.1

%

 

(0.6

)%

 

6.5

%

 

(1.5

)%

_________________________________

(1)

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

Table 6

Cash Dividends Received – Unaudited

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions)

Dividends from equity method investments

31

 

160

 

38

 

26

 

69

 

27

Dividends from equity investments without readily determinable fair values

1

 

128

 

33

 

30

 

31

 

34

Total

32

 

288

 

71

 

56

 

100

 

61

Table 7

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

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

(In $ millions)

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

406

 

 

1,501

 

 

1,501

 

 

1,607

 

 

1,977

 

 

2,439

 

Long-term debt, net of unamortized deferred financing costs

12,378

 

 

11,078

 

 

11,078

 

 

11,324

 

 

11,058

 

 

11,018

 

Total debt

12,784

 

 

12,579

 

 

12,579

 

 

12,931

 

 

13,035

 

 

13,457

 

Cash and cash equivalents

(951

)

 

(962

)

 

(962

)

 

(813

)

 

(1,185

)

 

(1,483

)

Net debt

11,833

 

 

11,617

 

 

11,617

 

 

12,118

 

 

11,850

 

 

11,974

 

Table 8

Certain Items – Unaudited

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

 

Q1 ’25

 

2024

 

Q4 ’24

 

Q3 ’24

 

Q2 ’24

 

Q1 ’24

 

Income Statement Classification

 

(In $ millions)

 

 

Exit and shutdown costs

32

 

236

 

47

 

52

 

69

 

68

 

 

Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income

Asset impairments

 

1,638

 

1,601

(1)

34

(2)

3

 

 

 

Cost of sales / Other (charges) gains, net

Impact from plant incidents and natural disasters

3

 

13

 

3

 

3

 

 

7

 

 

Cost of sales

Mergers, acquisitions and dispositions

5

 

80

 

12

 

17

 

26

 

25

 

 

Cost of sales / SG&A

Actuarial (gain) loss on pension and postretirement plans

 

27

 

27

 

 

 

 

 

Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income

Legal settlements and commercial disputes

3

 

8

 

6

 

7

 

3

 

(8

)

 

Cost of sales / SG&A / Other (charges) gains, net

(Gain) loss on disposition of businesses and assets

 

2

 

 

1

 

1

 

 

 

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

Other

 

5

 

 

 

 

5

 

 

Cost of sales / SG&A

Certain Items attributable to Celanese Corporation

43

 

2,009

 

1,696

 

114

 

102

 

97

 

 

 

___________________________

(1)

 

Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from our interim goodwill and indefinite-lived intangible assets impairment tests.

(2)

 

Related to impairment of certain tradenames, primarily Zytel®, in connection with our annual goodwill and indefinite-lived intangible asset impairment tests.

Table 9

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

 

 

 

 

 

2024

 

 

 

 

 

(In $ millions,

except percentages)

Net earnings (loss) attributable to Celanese Corporation

 

 

 

 

(1,522

)

 

 

 

 

 

 

Adjusted EBIT(Table 1)

 

 

 

 

1,648

 

Adjusted effective tax rate (Table 3a)

 

 

 

 

9

%

Adjusted EBIT tax effected

 

 

 

 

1,500

 

 

 

 

 

 

 

 

2024

 

2023

 

Average

 

(In $ millions, except percentages)

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

1,501

 

1,383

 

1,442

 

Long-term debt, net of unamortized deferred financing costs

11,078

 

12,301

 

11,690

 

Celanese Corporation shareholders’ equity

5,175

 

7,091

 

6,133

 

Invested capital

 

 

 

 

19,265

 

 

 

 

 

 

 

Return on invested capital (adjusted)

 

 

 

 

7.8

%

 

 

 

 

 

 

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital

 

 

 

 

(7.9

)%

 

Investor Relations

Bill Cunningham

Phone: +1 302 772 5231

[email protected]

Media – U.S.

Jamaison Schuler

Phone: +1 972 443 4400

[email protected]

Media – Europe

Petra Czugler

Phone: +49 69 45009 1206

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Chemicals/Plastics Other Manufacturing Manufacturing

MEDIA:

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Leading Independent Proxy Advisory Firm ISS Recommends Harley-Davidson Shareholders Vote “FOR ALL” of Harley-Davidson’s Highly Qualified Director Nominees

PR Newswire

ISS Concludes That H Partners “Has Not Presented a Compelling Case for Change;” Notes that its “Campaign Has Almost Certainly Set the CEO Search Process Back”

Highlights Progress Made Under CEO Jochen Zeitz and the Hardwire Strategic Plan

Harley-Davidson Urges Shareholders to Vote “FOR ALL”Harley-Davidson Director Nominees on the WHITE Proxy Card TODAY


MILWAUKEE
, May 5, 2025 /PRNewswire/ — Harley-Davidson, Inc. (the “Company” or “Harley-Davidson”) (NYSE: HOG) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that shareholders vote “FOR ALL” of Harley-Davidson’s highly qualified Director nominees in connection with the Company’s 2025 Annual Meeting of Shareholders scheduled to be held on May 14, 2025.

ISS concluded that H Partners (“the dissident”) has not presented a compelling case for change, and as such, support is warranted “FOR ALL” Harley-Davidson’s nominees. In making its recommendation, ISS noted:1

Regarding Harley-Davidson’s Strategy:

  • “The bigger picture is that the strategy introduced by Zeitz has had a positive impact on the trajectory of HOG, which had lost considerable ground when he took over as interim CEO.”
  • “The HOG Zeitz inherited was in decline. He attempted to stabilize the business, simplify operations, and refocus on the core. Even the dissident recognizes the logic of this strategy.”
  • HOG has kept pace with peers. This is significant, as HOG dramatically underperformed peers for several years prior to introduction of the Hardwire strategy.”

Regarding the Board’s Ongoing CEO Search:

  • “[I]t appears that the board initiated the [CEO search] process promptly, took the correct procedural steps, and accommodated the dissident. It is also evident that the dissident’s preferred candidate was not dismissed out of hand.”
  • “The facts suggest that when the dissident’s preferred candidate was not selected, the dissident reacted by vacating the board and launching this vote no campaign in an attempt to establish a path to its desired outcome in the CEO search.”
  • “[D]espite the dissident’s argument that there is a sense of urgency, the distraction of this campaign has almost certainly set the [CEO search] process back. This only reinforces the board’s conclusion that this campaign is a reaction, rather than a measured response.”

Regarding the Directors Targeted by H Partners:

  • “[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable.”
  • [T]he criticisms levied by the dissident against Zeitz as CEO areoverstated. […] [I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”
  • There is no basis for the dissident to believe that the rejection of the three targeted nominees would warrant the addition of its representative and a second designee. Not only is this arbitrary, but shareholders are not being asked to vote on this outcome.”

“We are pleased that ISS recognizes the strength of our Board and governance structure, as demonstrated by our comprehensive CEO search process,” said Tom Linebarger, Presiding Director of the Board. “We believe it also highlights the flaws in H Partners’ actions and the disruption their campaign is bringing to the Board’s ongoing efforts. ISS’s recommendation underscores the Board’s important role in effectively overseeing management’s execution of the Hardwire strategic plan, which ISS acknowledges is positively impacting the Company amid challenging and volatile macroeconomic conditions. We continue to believe that H Partners’ true intentions are to circumvent sound corporate governance practices by seeking appointment of unelected and unnamed Directors, solely to control the outcome of the CEO search process – a notion that ISS acknowledged. We remain committed to acting in the best interests of all shareholders.”

Your Vote is Important

Consistent with ISS’s recommendation, the Board of Directors strongly urges all Harley-Davidson shareholders to protect the value of their investment and preserve the future of Harley-Davidson by voting “FOR ALL”of the Company’s nominees on the WHITE proxy card TODAY.

To learn more, visit www.VoteHarleyDavidson.com.

If you have any questions or require any assistance with respect to voting your shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED
Shareholders may call:
1 (877) 456-3507 (toll-free from the U.S. and Canada)
+1 (412) 232-3651 (from other countries)

Contacts

Media

FGS Global
Stephen Pettibone/Kelsey Markovich/Bryan Locke/Danielle Berg
[email protected] 

Investors

Shawn Collins

[email protected]

(414) 343-8002

1 Permission to use quotations was neither sought nor obtained.

About Harley-Davidson

Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services. Our vision: Building our legend and leading our industry through innovation, evolution and emotion. Our mission: More than building machines, we stand for the timeless pursuit of adventure. Freedom for the soul. Our ambition is to maintain our place as the most desirable motorcycle brand in the world. Since 1903, Harley-Davidson has defined motorcycle culture by delivering a motorcycle lifestyle with distinctive and customizable motorcycles, experiences, motorcycle accessories, riding gear and apparel. Harley-Davidson Financial Services provides financing, insurance and other programs to help get riders on the road. Harley-Davidson also has a controlling interest in LiveWire Group, Inc., the first publicly traded all-electric motorcycle company in the United States. LiveWire is the future in the making for the pursuit of urban adventure and beyond. Drawing on its DNA as an agile disruptor from the lineage of Harley-Davidson and capitalizing on a decade of learnings in the EV sector, LiveWire’s ambition is to be the most desirable electric motorcycle brand in the world. Learn more at harley-davidson.com and livewire.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release that do not relate to matters of historical or current fact should be considered forward-looking statements, including without limitation statements regarding expectations regarding future results of operations, financial position and performance of the Company including, without limitation, with respect to earnings capacity and shareholder value; potential impacts of macroeconomic conditions on the Company’s business and results of operations; the Hardwire strategic plan priorities and execution, including the results thereof; industry and business trends, and business strategy, initiatives and opportunities; impacts of the H Partners Management, LLC (“H Partners”) campaign related to the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”); and executive succession and board refreshment, including expected results thereof. These forward-looking statements are based on information available to the Company as of the time the statements are made as well as the Company’s current expectations, assumptions, estimates and projections and are subject to certain risks and uncertainties that are likely to cause actual results to differ materially, unfavorably or favorably, from those anticipated. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “expects,” “plans,” “projects,” “may,” “will,” “estimates,” “targets,” “intends,” “forecasts,” “seeks,” “sees,” “should,” “feels,” “commits,” “assumes,” “envisions,” or, in each case, their negative or other variations or comparable terminology, or words of similar meaning. Certain of such risks and uncertainties are described below, and others are listed in Part I, Item 1A. Risk Factors and in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2025, and in the Company’s other subsequent reports filed with the SEC, including, among others, quarterly reports on Form 10-Q. Shareholders, potential investors, and other readers should consider these factors in evaluating, and should not place undue reliance on, the forward-looking statements. Such forward-looking statements speak only as of the date they are first made in this press release and the Company disclaims any obligation to publicly update or revise any forward-looking statements after such time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Factors that may impact such forward-looking statements include, but are not limited to, risks and uncertainties regarding the Company’s ability to execute its business plans and strategies, including without limitation the Hardwire strategic plan; manage supply chain and logistics issues; manage the impact, and predict potential further impacts, of new, reinstated or adjusted tariffs on the Company; accurately analyze, predict and react to changing market conditions, interest rates, and geopolitical environments, and successfully adjust to shifting global consumer needs and interests; maintain and enhance the value of the Harley-Davidson brand; manage through changes in general economic and business conditions; develop and successfully introduce products, services and experiences; realize the expected business benefits from LiveWire operating as a separate business of the Company; and retain and attract talented employees and leadership; uncertainties regarding actions that have been taken and may in the future be taken by H Partners in furtherance of its campaign relating to the Company’s Annual Meeting of shareholders and potential costs and management distraction attendant thereto; and risks related to Harley-Davidson Financial Services (“HDFS”), including uncertainties regarding a potential third party investment in HDFS.

Additional Information Regarding the 2025 Annual Meeting of Shareholders and Where to Find It

Harley-Davidson has filed its definitive proxy statement, containing a form of WHITE proxy card, and a proxy statement supplement, with the SEC with respect to its solicitation of proxies for the Annual Meeting.

INVESTORS AND SHAREHOLDERS ARE STRONGLY URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT (AS SUPPLEMENTED AND INCLUDING ANY OTHER AMENDMENTS OR SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD FILED BY HARLEY-DAVIDSON AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

Investors and shareholders may obtain copies of these documents and other documents filed with the SEC by Harley-Davidson free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Harley-Davidson are also available free of charge by accessing Harley-Davidson’s website at https://investor.harley-davidson.com.

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SOURCE Harley-Davidson