Market Newsdesk

May 5, 2025 4:58 pm

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
	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

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	)%

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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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May 5, 2025 4:56 pm

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.

### (HOG-OTHER)

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SOURCE Harley-Davidson

May 5, 2025 4:55 pm

Dover to Acquire SIKORA, a Leading Provider of Measuring and Control Technologies

PR Newswire

DOWNERS GROVE, Ill.
, May 5, 2025 /PRNewswire/ — Dover Corporation (NYSE: DOV) today announced that it has entered into a definitive agreement to acquire SIKORA AG (“SIKORA” or the “Company”) for €550 million in cash, subject to customary adjustments. The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals. Following the closing of the transaction, SIKORA will become part of Dover’s MAAG operating unit within Dover’s Pumps & Process Solutions segment.

Founded in 1973 by Harald Sikora and headquartered in Bremen, Germany, SIKORA is a leading provider of precision measurement, inspection, and control solutions for production processes in the wires and cables, hoses, tubes, sheets, optical fibers, and plastics industries. The Company’s solutions enable its customers to ensure the highest quality and durability of their end products while driving cost efficiency, process optimization, and compliance to increase quality assurance. Demand for SIKORA’s products continues to increase, as the trend toward electrification accelerates, driven by strong growth in high-performance applications such as data centers. The Company, which has grown at a double-digit organic growth rate over the last three years with a robust outlook, generated approximately €100 million in revenue in 2024.

“SIKORA represents a highly-strategic acquisition for MAAG,” said Ueli Thuerig, MAAG’s President. “The Company’s outstanding products address similar customer needs to MAAG’s products in resin-related markets, and its offerings provide MAAG with increased exposure to highly-attractive market adjacencies where we have existing industry knowledge and customer relationships. Our shared capabilities and go-to-market overlap will generate material cross-selling benefit with a highly complementary portfolio of products and technologies, deepening our joint value proposition and integration with our OEM partners and end customers.”

Dover’s President, Chief Executive Officer, and Chairman, Richard J. Tobin, said, “The acquisition of SIKORA aligns with our capital deployment strategy to add highly-synergistic, growth-and-margin accretive businesses within our high-priority platforms. SIKORA’s value proposition, attractive market applications, large installed base, and technological offerings have the hallmarks of a Dover business. We are excited to welcome SIKORA’s talented workforce and culture of excellence to the Dover family of companies.”

About Dover:

Dover is a diversified global manufacturer and solutions provider with annual revenue of over $7 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 70 years, our team of approximately 24,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at dovercorporation.com.

Forward-Looking Statements:

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the anticipated effects of the transaction. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, and our ability to realize synergies from newly acquired businesses. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements that may be contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the SEC, and on our website, www.dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor Contact:
Jack Dickens
Vice President – Investor Relations
(630) 743-2566
[email protected]

Media Contact:
Adrian Sakowicz
Vice President – Communications
(630) 743-5039
[email protected]

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SOURCE Dover

May 5, 2025 4:54 pm

AstroNova to Nominate Six Highly Qualified Directors for Election at 2025 Shareholder Meeting

AstroNova to Nominate Six Highly Qualified Directors for Election at 2025 Shareholder Meeting

AstroNova Board brings a mix of highly relevant executive leadership and public company directorship experience as well as a breadth of knowledge in mergers and acquisitions, finance, capital markets and global operations
Board adamantly rejects dissident nominees who bring no added value; activist’s proposal introduces significant disruption to the continuity of oversight and governance which will delay execution of strategy to scale the business and deliver stronger earnings power

WEST WARWICK, R.I.–(BUSINESS WIRE)–AstroNova, Inc. (Nasdaq: ALOT), a leading innovator in data visualization technology, today disclosed its slate of highly qualified director nominees for election at the 2025 Annual Meeting of Shareholders. In the coming days, the Company plans to file its preliminary proxy materials with the Securities and Exchange Commission and urges shareholders to DISCARD any proxy materials, including the GOLD card, they may receive from Samir Patel and Askeladden Capital Management LLC (“Askeladden”).

The Board of Directors of AstroNova (“Board”) has unanimously recommended that shareholders VOTE FOR Richard S. Warzala, Alexis P. Michas, Darius G. Nevin, Mitchell I. Quain, Yvonne E. Schlaeppi and Gregory A. Woods.

AstroNova’s Board is comprised of current and former executives, public company directors, investment managers, and capital markets advisors. The directors have significant experience in corporate governance, M&A, finance, sales & marketing, operations, legal, international business, and technology. Collectively, they bring a diverse mix of skills, professional experiences, and perspectives relevant to AstroNova’s strategic objectives:

Richard S. Warzala, Lead Independent Director, brings over 40 years of operational and leadership experience to the Board having successfully led the significant growth of industrial technologies businesses that served a broad variety of industries. Presently, he is the Chairman, President and Chief Executive of Allient Inc. (Nasdaq: ALNT), with an enterprise value of approximately $600 million. Under his leadership, Allient has grown revenue both organically and through acquisitions from $15 million in 2022 to over $530 million currently. As a proven leader, Mr. Warzala brings to the Board highly relevant and deep expertise in international business growth and development, strategic thinking and planning, mergers and acquisitions, technical product sales and marketing, operational excellence utilizing lean principles and corporate governance.
Alexis Michas brings extensive M&A and capital markets expertise to the Board as the Founder and Managing Partner of Juniper Investment Company, as well as deep corporate governance experience through his service on other public and large private company boards. He has a proven track record of successful private equity management across a range of sectors and has highly relevant director experience as the Non-Executive Chair of the board of BorgWarner, Inc.
Darius G. Nevin is a highly respected finance executive with more than 30 years of experience, including as the Chief Financial Officer of Protection One, Inc., a then publicly traded security monitoring company prior to its acquisition. He served as a director and chair of the audit committee on WCI Communities, Inc., then publicly traded and acquired in 2010, and is a director at Alarm.com Holdings. Mr. Nevin’s deep financial expertise, history of overseeing successful IPOs and acquisitions, as well as his direct executive experience in turning around struggling businesses, make him qualified to serve on our Board.
Mitchell Quain is a renowned financial leader who has advised and served on the Boards of some of the world’s most prestigious organizations, including Carlyle Group, and has a long history of service as a public company director having served on several boards including MagneTek, Hardinge, Tecumseh Products, RBC Bearings (NYSE: RBC), Titan International (NYSE: TWI), and HEICO Corp. (NYSE: HEI), among others. His extensive background and global perspective on operations, capital allocation, and corporate strategy make him an invaluable member of the Board.
Yvonne Schlaeppi brings a diverse background of legal, M&A, international strategy, and highly relevant senior leadership experience. Her years serving on public company boards, roles as the legal counsel to Global Enterprise Technologies and senior leader at Johnson Controls, and as corporate advisor to global corporations make her a valuable member of our Board.
Gregory Woods has served as Chief Executive Officer of the Company since February 1, 2014, and as a director since January 2014. As CEO and former COO, he has led the Company during a transformational time, setting a path towards a global leadership position with diversified end markets, new capabilities and a clear path to growth and improved profitability ahead.

The Board continually reviews the composition of its members’ mix of skills and expertise and focuses on regular refreshment with directors who would be additive to the Company’s strategic priorities. Recently, the Board was expanded from five to six members after the addition of seasoned finance executive Darius G. Nevin, former CFO of Protection One and current director at Alarm.com Holdings. His financial acumen, governance background, and leadership experiences make him an excellent addition to the Board.

The Board is also majority independent with all members, with the exception of Gregory Woods, being independent.

AstroNova Unanimously Rejects Unqualified Askeladden Nominees

The Board does not endorse the director nominations of Jeff Sands, Shawn Kravetz, Ryan Oviatt, Boyd Roberts, and Samir Patel put forth by Patel and Askeladden. The Board does not believe the dissident nominees bring relevant experience or additive perspectives to the Board and recommends that shareholders do not vote for the nominees.

In the coming days and weeks, AstroNova will provide shareholders with more information related to the Company’s strategy to deliver long-term shareholder value, the strength of the Board and management team, and the potential for Askeladden’s nominees to disrupt the strategic inflection point the Company is advancing to drive growth and measurably improve profitability.

In the interim, AstroNova strongly urges shareholders to simply DISCARD and NOT vote using the GOLD proxy card sent by Patel and Askeladden and wait until they receive the Company’s materials so they can make a fully informed decision before voting.

About AstroNova

AstroNova (Nasdaq: ALOT), a global leader in data visualization technologies since 1969, designs, manufactures, distributes and services a broad range of products that acquire, store, analyze, and present data in multiple formats. Its strategy is to drive profitable growth through innovative new technologies, building its installed base to expand recurring revenue while strategically sourcing its replacement products.

The Product Identification segment provides a wide array of digital, end-to-end product marking and identification solutions, including hardware, software, and supplies for OEMs, commercial printers, and brand owners. The Aerospace segment provides products designed for airborne printing solutions, avionics, and data acquisition. Aerospace products include flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies. Data acquisition systems are used in research and development, flight testing, missile and rocket telemetry, production monitoring, power, and maintenance applications.

For more information please visit: https://astronovainc.com/.

Forward-Looking Statements

Information included in this news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but rather reflect AstroNova’s current expectations concerning future events and results. These statements may include the use of the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning AstroNova’s anticipated performance, involve risks, uncertainties and other factors, some of which are beyond AstroNova’s control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to (i) the customer is not obligated to order a minimum quantity of ToughWriter printers or ToughSwitch products under this contract, and the number of products ultimately ordered may be substantially less than expected; and (ii) those factors set forth in AstroNova’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and subsequent filings AstroNova makes with the Securities and Exchange Commission. AstroNova undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this news release.

Additional Information and Where to Find it

AstroNova intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for AstroNova’s 2025 Annual Meeting of Stockholders. This press release is not a substitute for any proxy statement or other document that AstroNova may file with the SEC in connection with any solicitation of proxies by AstroNova. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY ASTRONOVA AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION OF PROXIES. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by AstroNova free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by AstroNova are also available free of charge by accessing AstroNova’s website at www.astronovainc.com.

Participants

This press release is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, AstroNova, its directors and executive officers (as set forth below) may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies in connection with the matters to be considered at AstroNova’s 2025 Annual Meeting of Stockholders. Information about the compensation of AstroNova’s named executive officers and non-employee directors is set forth in the sections entitled “Compensation of Directors” and “Executive Compensation” in AstroNova’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders filed with the SEC on May 2, 2024 (the “2024 Proxy Statement”), commencing on pages 9 and 19, respectively, and available here. Information regarding the participants’ holdings of AstroNova’s securities can be found in the section entitled “Security Ownership of Directors and Officers” in the 2024 Proxy Statement commencing on page 12, and as reflected in the table below. If any filings are made by AstroNova or any of the participants with the SEC on Forms 3, 4, and 5 with respect to the participants’ holdings of AstroNova’s securities, AstroNova will provide updates to the table and such filings will be available on its website at https://investors.astronovainc.com/investors/financial-reports/sec-filings/default.aspx or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the section entitled “Security Ownership of Directors and Officers” of AstroNova’s proxy statement on Schedule 14A and other materials to be filed with the SEC.

Name (1)	Ownership	Date of Filing	Filing Type	Hyperlink
Alexis P. Michas (Non-employee Director)	550,410 (2)	March 25, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325006271/xslF345X05/form4.xml
Darius G. Nevin (Non-employee Director)	765	April 1, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325006705/xslF345X05/form4.xml
Mitchell I. Quain (Non-employee Director)	120,555 (3)	March 25, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325006272/xslF345X05/form4.xml
Yvonne E. Schlaeppi (Non-employee Director)	47,538.954 (4)	March 25, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/1736515/000106299325006274/xslF345X05/form4.xml
Richard S. Warzala (Non-employee Director)	70,385 (4)	April 24, 2024	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325007899/xslF345X05/form4.xml
Gregory A. Woods (President, Chief Executive Officer and Director)	356,110.5744 (5)	April 24, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325007919/xslF345X05/form4.xml
Thomas D. DeByle (Vice President, Chief Financial Officer and Treasurer)	1,845.2084	April 24, 2025	Form 4	https://www.sec.gov/Archives/edgar/data/8146/000106299325007918/xslF345X05/form4.xml

⁽¹⁾ The business address for each of the individuals set forth in the tables above is c/o AstroNova, Inc., 600 E. Greenwich Avenue, West Warwick, Rhode Island 02893.

⁽²⁾ Mr. Michas, as a managing member of Juniper HF and Juniper Investment Company, may be deemed to own beneficially the 535,203 shares held by Juniper Fund and Juniper Investment Company. Mr. Michas disclaims beneficial ownership of such shares for all other purposes.

⁽³⁾ Includes 20,000 shares of AstroNova’s common stock subject to stock options, which are currently exercisable.

⁽⁴⁾ Includes 10,000 shares of AstroNova’s common stock subject to stock options, which are currently exercisable.

⁽⁵⁾ Includes 145,500 shares of AstroNova’s common stock subject to stock options, which are currently exercisable and 4,655 shares of AstroNova’s common stock underlying restricted stock units scheduled to vest within 60 days of the date hereof.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250505008040/en/

Investor/Media Contact:

Deborah Pawlowski, IRC, Alliance Advisors

Email: [email protected]

Phone: 716.843.3908

KEYWORDS: United States North America Rhode Island

INDUSTRY KEYWORDS: Software Networks Hardware Electronic Design Automation Data Management Technology Aerospace Manufacturing

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May 5, 2025 4:50 pm

Coterra Energy Reports First-Quarter 2025 Results, Announces Quarterly Dividend, and Provides Guidance Update

Coterra Energy Reports First-Quarter 2025 Results, Announces Quarterly Dividend, and Provides Guidance Update

HOUSTON–(BUSINESS WIRE)–Coterra Energy Inc. (NYSE: CTRA) (“Coterra” or the “Company”) today reported first-quarter 2025 financial and operating results and declared a quarterly dividend of $0.22 per share. Additionally, the Company provided second-quarter production and capital guidance and updated full-year 2025 guidance.

Tom Jorden, Chairman, CEO and President of Coterra, noted, “The company’s top-tier balance sheet, diversified portfolio of high-quality oil and natural gas-focused assets and low reinvestment rate position Coterra to prosper throughout cyclical commodity price environments.”

“As our industry faces macroeconomic uncertainty and oil price headwinds, we believe it is prudent to reduce oil-directed activity at this time. As such, we are lowering Permian investment in 2025 and now expect to average seven Permian rigs during the second half of the year, down 30% from our original guidance of ten. As planned, we added two natural gas-focused rigs in the Marcellus in April and may keep this activity running for the balance of 2025. These decisions to reduce and reallocate capital bolster free cash flow in 2025, allow for a conservative investment ratio at lower commodity prices, and allow us to maintain our oil production guidance while slightly increasing our natural gas and BOE volumes for 2025. Additionally, these actions support free cash flow upside over the medium and long-term while generating attractive full-cycle returns in each of our operating regions in the current environment.”

Mr. Jorden continued, “Due to the short-term nature of our service contracts and limited marketing commitments, Coterra maintains significant flexibility to adjust our capital investment and maintains a series of activity off-ramps in 2025 that could further reduce activity and investment should fundamentals warrant. The Company remains committed to further reducing debt in 2025 to ensure we maintain one of the best balance sheets in our industry.”

Key Takeaways & Updates

For the first quarter of 2025, total barrels of oil equivalent (BOE) production, natural gas production, and oil production were all above the midpoint of guidance, and capital expenditures (non-GAAP) were below the midpoint of guidance.
Raising BOE and natural gas production guidance at the midpoint and maintaining full-year 2025 oil production midpoint guidance.
Lowering 2025 capital budget range to $2.0 to $2.3 billion, driven by less oil-directed activity partially offset by higher natural gas-directed activity. The Company’s reinvestment rate (non-GAAP), which is capital expenditures (non-GAAP) as a percentage of Discretionary Cash Flow, at recent strip prices, is expected to remain conservative at approximately 50% in 2025.
- Reducing 2025 Permian activity to seven rigs from our original plan of ten rigs during the second half of 2025 and reducing total Permian capital by approximately $150 million.
- Added two Marcellus rigs in April, as planned. We now expect to keep both rigs running into the second half of 2025, adding an incremental $50 million of capital to our 2025 Marcellus program. We also maintain an option to keep the second rig running through year-end, which could add an incremental $50 million of capital in the year. We expect to make this decision during the third quarter.
Expected 2025 Free Cash Flow to total $2.1 billion, at recent strip prices, which we expect will be used to fund our dividend, reduce debt and execute share repurchases.
First-quarter 2025 direct shareholder returns totaled approximately 30% of Free Cash Flow (non-GAAP), which included our declared dividend of $0.22, or approximately $168 million, and $24 million of share repurchases (cash basis, excluding 1% excise tax). Additionally, the Company repaid $250 million of term loans bringing total returns to 67% of Free Cash Flow (non-GAAP). In 2025, Coterra remains committed to reducing leverage and executing opportunistic share repurchases.

First-Quarter 2025 Highlights

Net Income (GAAP) totaled $516 million, or $0.68 per share. Adjusted Net Income (non-GAAP) was $608 million, or $0.80 per share.
Cash Flow From Operating Activities (GAAP) totaled $1,144 million. Discretionary Cash Flow (non-GAAP) totaled $1,135 million. Free Cash Flow (non-GAAP) totaled $663 million.
Cash paid for capital expenditures for drilling, completion and other fixed asset additions (GAAP) totaled $472 million. Incurred capital expenditures from drilling, completion and other fixed asset additions (non-GAAP) totaled $552 million, in the lower half of our guidance range of $525 to $625 million.
Unit operating cost (reflecting costs from direct operations, transportation, production taxes and G&A) totaled $9.97 per Boe.
Total equivalent production of 747 MBoepd (thousand barrels of oil equivalent per day), near the high-end of guidance (710 to 750 MBoepd).
- Oil production averaged 141.2 MBopd (thousand barrels of oil per day), approximately 2% above the midpoint of our guidance range (134 to 144 MBopd).
- Natural gas production averaged 3,044 MMcfpd (million cubic feet of gas per day), exceeding the high end of guidance (2,850 to 3,000 MMcfpd).
- NGLs production averaged 98.3 MBopd.
Realized average prices:
- Oil was $69.73 per Bbl (barrel), excluding the effect of commodity derivatives, and $69.30 per Bbl, including the effect of commodity derivatives.
- Natural Gas was $3.28 per Mcf (thousand cubic feet), excluding the effect of commodity derivatives, and $3.21 per Mcf, including the effect of commodity derivatives.
- NGLs were $23.23 per Bbl.
Closed the Franklin Mountain Energy and Avant Natural Resources acquisitions in late January.

Shareholder Return Highlights

Common Dividend: On May 5, 2025, Coterra’s Board of Directors (the “Board”) approved a quarterly dividend of $0.22 per share, equating to a 3.4% annualized yield, based on the Company’s $25.67 closing share price on May 2, 2025. The dividend will be paid on May 29, 2025 to holders of record on May 15, 2025.
Share Repurchases: During the quarter, the Company repurchased 0.9 million shares for $24 million at a weighted-average price of approximately $27.54 per share, leaving $1.1 billion remaining as of March 31, 2025 on its $2.0 billion share repurchase authorization.
Shareholder Return: During the quarter, direct shareholder returns amounted to approximately $192 million, comprised of approximately $168 million of declared dividends and $24 million of share repurchases. The Company also repaid $250 million of debt during the quarter.
Reiterate Shareholder Return Strategy: Coterra expects to return 50% or greater of annual Free Cash Flow (non-GAAP) to shareholders through the cycles via its base dividend and share repurchases. However, in 2025, after payment of its base dividend, the Company is prioritizing debt reduction as it looks to retire the outstanding $750 million term loans, which mature in 2027 and 2028.

Guidance Updates

Lowered 2025 capital expenditures range (non-GAAP) to $2.0 to $2.3 billion, down from $2.1 to $2.4 billion.
- After closing our recent acquisitions in January, we exited the first quarter with 13 rigs in the Permian. Our original plan called for ten rigs in the second half of 2025, but we now plan to operate seven rigs in the second half of the year.
Announcing second-quarter 2025 total equivalent production of 710 to 760 MBoepd, oil production of 147 to 157 MBopd, natural gas production of 2,700 to 2,850 MMcfpd, and capital expenditures (non-GAAP) of $575 to $650 million.
Estimate 2025 Discretionary Cash Flow (non-GAAP) of approximately $4.3 billion and 2025 Free Cash Flow (non-GAAP) of approximately $2.1 billion, at approximately $63 per bbl WTI and $3.70 per mmbtu (metric million British thermal unit) annual average NYMEX assumptions.
For more details on annual and second quarter 2025 guidance, see 2025 Guidance Section in the tables below.

Strong Financial Position

In conjunction with the closing of the Franklin Mountain Energy and Avant Natural Resources acquisitions in late January, Coterra issued $1.0 billion of new debt through its term loan agreements. Subsequently, Coterra paid down $250 million of the term loans prior to the end of the first quarter, leaving $750 million of term loan debt outstanding. As of March 31, 2025, Coterra had total debt outstanding of $4.25 billion (principal balance). The Company exited the quarter with cash and cash equivalents of $186 million, and no debt outstanding under its $2.0 billion revolving credit facility, resulting in total liquidity of approximately $2.19 billion. Coterra’s Net Debt to trailing twelve-month Adjusted Pro Forma EBITDAX ratio (non-GAAP) at March 31, 2025 was 0.9x, pro forma the Franklin and Avant acquisitions. The Company remains committed to near-term debt reduction.

See “Supplemental non-GAAP Financial Measures” below for descriptions of the above non-GAAP measures as well as reconciliations of these measures to the associated GAAP measures.

Committed to Sustainability and ESG Leadership

Coterra is committed to environmental stewardship, sustainable practices, and strong corporate governance. The Company’s sustainability report can be found under “ESG” on www.coterra.com. Coterra published its 2024 Sustainability report on August 1, 2024.

First-Quarter 2025 Conference Call

Coterra will host a conference call tomorrow, Tuesday, May 6, 2025, at 9:00 AM CT (10:00 AM ET), to discuss first-quarter 2025 financial and operating results.

Conference Call Information

Date: May 6, 2025

Time: 9:00 AM CT / 10:00 AM ET

Dial-in (for callers in the U.S. and Canada): (800) 715-9871

International dial-in: +1 (646) 307-1963

Conference ID: 4309719

The live audio webcast and related earnings presentation can be accessed on the “Events & Presentations” page under the “Investors” section of the Company’s website at www.coterra.com. The webcast will be archived and available at the same location after the conclusion of the live event.

About Coterra Energy

Coterra is a premier exploration and production company based in Houston, Texas with operations focused in the Permian Basin, Marcellus Shale, and Anadarko Basin. We strive to be a leading energy producer, delivering sustainable returns through the efficient and responsible development of our diversified asset base. Learn more about us at www.coterra.com.

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements of historical fact and reflect Coterra’s current views about future events. Such forward-looking statements include, but are not limited to, statements about returns to shareholders, enhanced shareholder value, reserves estimates, future financial and operating performance, and goals and commitment to sustainability and ESG leadership, strategic pursuits and goals, and other statements that are not historical facts contained in this press release. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “predict,” “potential,” “possible,” “may,” “should,” “could,” “would,” “will,” “strategy,” “outlook”, “guide” and similar expressions are also intended to identify forward-looking statements. We can provide no assurance that the forward-looking statements contained in this press release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the volatility in commodity prices for crude oil and natural gas; changes in U.S. and international economic policy (including tariffs and retaliatory tariffs and the impacts thereof); cost increases; the effect of future regulatory or legislative actions; actions by, or disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries; market factors; market prices (including geographic basis differentials) of oil and natural gas; impacts of inflation; labor shortages and economic disruption, (geopolitical disruptions such as the war in Ukraine or conflict in the Middle East or further escalation thereof); determination of reserves estimates, adjustments or revisions, including factors impacting such determination such as commodity prices, well performance, results of future drilling and marketing activities (including seismicity and similar data), operating expenses and completion of Coterra’s annual PUD reserves process, as well as the impact on our financial statements resulting therefrom; the presence or recoverability of estimated reserves; the ability to replace reserves; environmental risks; drilling and operating risks; exploration and development risks; competition; the ability of management to execute its plans to meet its goals; the impact of public health crises, including pandemics and epidemics and any related company or governmental policies or actions, financial condition and results of operations; and other risks inherent in Coterra’s businesses. In addition, the declaration and payment of any future dividends, whether regular base quarterly dividends, variable dividends or special dividends, will depend on Coterra’s financial results, cash requirements, future prospects and other factors deemed relevant by Coterra’s Board. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Coterra’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC, which are available on Coterra’s website at www.coterra.com.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, Coterra does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Operational Data

The tables below provide a summary of production volumes, price realizations and operational activity by region and units costs for the Company for the periods indicated:

	Three Months Ended March 31,
		2025		2024
PRODUCTION VOLUMES
Marcellus Shale
Natural gas (Mmcf/day)		2,232.6		2,310.8
Daily equivalent production (MBoepd)		372.1		385.1

Permian Basin
Natural gas (Mmcf/day)		584.3		486.7
Oil (MBbl/day)		133.1		97.0
NGL (MBbl/day)		73.0		70.1
Daily equivalent production (MBoepd)		303.4		248.2

Anadarko Basin
Natural gas (Mmcf/day)		225.4		161.2
Oil (MBbl/day)		8.0		5.5
NGL (MBbl/day)		25.3		20.1
Daily equivalent production (MBoepd)		70.8		52.4

Total Company
Natural gas (Mmcf/day)		3,043.8		2,960.1
Oil (MBbl/day)		141.2		102.5
NGL (MBbl/day)		98.3		90.2
Daily equivalent production (MBoepd)		746.8		686.1

AVERAGE SALES PRICE (excluding hedges)
Marcellus Shale
Natural gas ($/Mcf)	$	3.65	$	2.20

Permian Basin
Natural gas ($/Mcf)	$	1.75	$	1.02
Oil ($/Bbl)	$	69.70	$	75.18
NGL ($/Bbl)	$	21.97	$	20.53

Anadarko Basin
Natural gas ($/Mcf)	$	3.48	$	2.10
Oil ($/Bbl)	$	70.64	$	74.78
NGL ($/Bbl)	$	26.91	$	23.05

Total Company
Natural gas ($/Mcf)	$	3.28	$	2.00
Oil ($/Bbl)	$	69.73	$	75.16
NGL ($/Bbl)	$	23.23	$	21.09

	Three Months Ended March 31,
		2025		2024
AVERAGE SALES PRICE (including hedges)
Total Company
Natural gas ($/Mcf)	$	3.21	$	2.10
Oil ($/Bbl)	$	69.30	$	75.00
NGL ($/Bbl)	$	23.23	$	21.09

	Three Months Ended March 31,
	2025	2024
WELLS DRILLED⁽¹⁾
Gross wells
Marcellus Shale	—	14
Permian Basin	67	48
Anadarko Basin	8	8
	75	70

Net wells
Marcellus Shale	—	13.0
Permian Basin	45.1	23.2
Anadarko Basin	5.6	6.7
	50.7	42.9

TURN IN LINES
Gross wells
Marcellus Shale	5	11
Permian Basin	61	42
Anadarko Basin	4	5
	70	58

Net wells
Marcellus Shale	—	11.0
Permian Basin	37.1	21.9
Anadarko Basin	0.2	0.1
	37.3	33.0

AVERAGE OPERATED RIG COUNTS
Marcellus Shale	—	2.0
Permian Basin	11.7	8.0
Anadarko Basin	1.8	2.0

_______________________________________________________________________________
(1)		Wells drilled represents wells drilled to total depth during the period.

	Three Months Ended March 31,
		2025		2024
AVERAGE UNIT COSTS ($/Boe) ⁽¹⁾
Direct operations	$	3.21	$	2.50
Gathering, processing and transportation		4.20		4.00
Taxes other than income		1.43		1.19
General and administrative (excluding stock-based compensation)		1.13		0.99
Unit Operating Cost	$	9.97	$	8.68
Depreciation, depletion and amortization		7.53		6.92
Exploration		0.15		0.07
Stock-based compensation		0.24		0.22
Interest expense, net		0.67		0.06
	$	18.55	$	15.94

_______________________________________________________________________________
(1)		Total unit costs may differ from the sum of the individual costs due to rounding.

Derivatives Information As of March 31, 2025, the Company had the following outstanding financial commodity derivatives:

	2025
Oil	Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)		5,096		4,232		4,232
Weighted average floor ($/Bbl)	$	61.79	$	61.63	$	61.63
Weighted average ceiling ($/Bbl)	$	79.36	$	78.64	$	78.64

WTI oil swaps
Volume		1,729		1,748		1,748
Weighted average price ($/Bbl)	$	69.18	$	69.18	$	69.18

WTI Midland oil basis swaps
Volume (MBbl)		6,370		5,520		5,520
Weighted average price ($/Bbl)	$	1.07	$	1.02	$	1.02

	2026
Oil	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)		900		910		920		920
Weighted average floor ($/Bbl)	$	62.50	$	62.50	$	62.50	$	62.50
Weighted average ceiling ($/Bbl)	$	69.40	$	69.40	$	69.40	$	69.40

WTI oil swaps
Volume (MBbl)		900		910		920		920
Weighted average price ($/Bbl)	$	66.14	$	66.14	$	66.14	$	66.14

WTI Midland oil basis swaps
Volume (MBbl)		1,800		1,820		1,840		1,840
Weighted average differential ($/Bbl)	$	0.95	$	0.95	$	0.95	$	0.95

	2025
Natural Gas	Second Quarter			Third Quarter			Fourth Quarter
NYMEX gas collars
Volume (MMBtu)		72,800,000			73,600,000			73,600,000
Weighted average floor ($/MMBtu)	$	3.01		$	3.01		$	3.01
Weighted average ceiling ($/MMBtu)	$	4.82		$	4.82		$	5.75

Transco Leidy gas basis swaps
Volume (MMBtu)		18,200,000			18,400,000			18,400,000
Weighted average differential ($/MMBtu)	$	(0.70	)	$	(0.70	)	$	(0.70	)

Transco Zone 6 Non-NY gas basis swaps
Volume (MMBtu)		18,200,000			18,400,000			18,400,000
Weighted average differential ($/MMBtu)	$	(0.49	)	$	(0.49	)	$	(0.49	)

	2026
Natural Gas	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
NYMEX gas collars
Volume (MMBtu)		67,500,000		40,950,000		41,400,000		41,400,000
Weighted average floor ($/MMBtu)	$	2.97	$	3.11	$	3.11	$	3.11
Weighted average ceiling ($/MMBtu)	$	6.62	$	5.93	$	5.93	$	5.93

In April 2025, the Company entered into the following financial commodity derivatives:

	2025
Natural Gas	Second Quarter			Third Quarter			Fourth Quarter
NYMEX gas collars
Volume (MMBtu)		9,150,000			13,800,000			13,800,000
Weighted average floor ($/MMBtu)	$	3.50		$	3.50		$	3.50
Weighted average ceiling ($/MMBtu)	$	5.21		$	5.21		$	5.21

Waha gas basis swaps
Volume (MMBtu)		9,150,000			13,800,000			13,800,000
Weighted average differential ($/MMBtu)	$	(2.05	)	$	(2.05	)	$	(2.05	)

	2026
Natural Gas	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
NYMEX gas collars
Volume (MMBtu)		13,500,000			13,650,000			13,800,000			13,800,000
Weighted average floor ($/MMBtu)	$	3.50		$	3.50		$	3.50		$	3.50
Weighted average ceiling ($/MMBtu)	$	5.24		$	5.24		$	5.24		$	5.24

Waha gas basis swaps
Volume (MMBtu)		13,500,000			13,650,000			13,800,000			13,800,000
Weighted average differential ($/MMBtu)	$	(1.86	)	$	(1.86	)	$	(1.86	)	$	(1.86	)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended March 31,
(In millions, except per share amounts)		2025			2024
OPERATING REVENUES
Oil	$	886		$	701
Natural gas		898			538
NGL		206			173
Loss on derivative instruments		(112	)		—
Other		26			21
		1,904			1,433
OPERATING EXPENSES
Direct operations		216			156
Gathering, processing and transportation		282			250
Taxes other than income		96			74
Exploration		10			5
Depreciation, depletion and amortization		506			432
General and administrative (excluding stock-based compensation)		76			62
Stock-based compensation		16			13
		1,202			992
Loss on sale of assets		—			(1	)
INCOME FROM OPERATIONS		702			440
Interest expense		53			19
Interest income		(8	)		(16	)
Income before income taxes		657			437
Income tax provision (benefit)
Current		130			107
Deferred		11			(22	)
Total income tax provision		141			85
NET INCOME	$	516		$	352
Earnings per share – Basic	$	0.68		$	0.47
Weighted-average common shares outstanding		756			750

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In millions)	March 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	186	$	2,038
Other current assets		1,260		1,283
Properties and equipment, net (successful efforts method)		22,081		17,890
Other assets		424		414
	$	23,951	$	21,625

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities	$	1,608	$	1,136
Long-term debt, net		4,280		3,535
Deferred income taxes		3,285		3,274
Other long term liabilities		546		550
Cimarex redeemable preferred stock		8		8
Stockholders’ equity		14,224		13,122
	$	23,951	$	21,625

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
(In millions)		2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	516		$	352
Depreciation, depletion and amortization		506			432
Deferred income tax expense (benefit)		11			(22	)
Loss on sale of assets		—			1
Loss on derivative instruments		112			—
Net cash (paid) received in settlement of derivative instruments		(22	)		26
Stock-based compensation and other		15			12
Income charges not requiring cash		(3	)		(4	)
Changes in assets and liabilities		9			59
Net cash provided by operating activities		1,144			856

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for drilling, completion and other fixed asset additions		(472	)		(457	)
Capital expenditures for leasehold and property acquisitions		(37	)		(1	)
Cash consideration paid for business combinations		(3,219	)		—
Purchases of short-term investments		—			(250	)
Net cash used in investing activities		(3,728	)		(708	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt		1,000			499
Repayments of debt		(250	)		—
Common stock repurchases		(24	)		(150	)
Dividends paid		(178	)		(158	)
Tax withholding on vesting of stock awards		(21	)		—
Other		1			(6	)
Net cash provided by financing activities		528			185
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(2,056	)	$	333

Reconciliation of Capital Expenditures

Capital expenditures is defined as cash paid for capital expenditures for drilling, completion and other fixed asset additions less changes in accrued capital costs.

	Three Months Ended March 31,
(In millions)		2025		2024
Cash paid for capital expenditures for drilling, completion and other fixed asset additions (GAAP)	$	472	$	457
Change in accrued capital costs		80		(7	)
Capital expenditures for drilling, completion and other fixed asset additions (non-GAAP)	$	552	$	450

Supplemental Non-GAAP Financial Measures (Unaudited)

We report our financial results in accordance with accounting principles generally accepted in the United States (GAAP). However, we believe certain non-GAAP performance measures may provide financial statement users with additional meaningful comparisons between current results and results of prior periods. In addition, we believe these measures are used by analysts and others in the valuation, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. See the reconciliations below that compare GAAP financial measures to non-GAAP financial measures for the periods indicated.

We have also included herein certain forward-looking non-GAAP financial measures, including, among others, the reinvestment rate, which is defined as capital expenditures (non-GAAP) as a percentage of Discretionary Cash Flow (non-GAAP). We believe the reinvestment rate provides investors with useful information on management’s projected use and reinvestment of its future cash flows back into Coterra’s operations. Due to the forward-looking nature of these non-GAAP financial measures, we cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as changes in assets and liabilities (including future impairments) and cash paid for certain capital expenditures. Accordingly, we are unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures. Reconciling items in future periods could be significant.

Reconciliation of Net Income to Adjusted Net Income and Adjusted Earnings Per Share

Adjusted Net Income and Adjusted Earnings per Share are presented based on our management’s belief that these non-GAAP measures enable a user of financial information to understand the impact of identified adjustments on reported results. Adjusted Net Income is defined as net income plus gain and loss on sale of assets, non-cash gain and loss on derivative instruments, stock-based compensation expense, severance expense, and tax effect on selected items. Adjusted Earnings per Share is defined as Adjusted Net Income divided by weighted-average common shares outstanding. Additionally, we believe these measures provide beneficial comparisons to similarly adjusted measurements of prior periods and use these measures for that purpose. Adjusted Net Income and Adjusted Earnings per Share are not measures of financial performance under GAAP and should not be considered as alternatives to net income and earnings per share, as defined by GAAP.

	Three Months Ended March 31,
(In millions, except per share amounts)		2025			2024
As reported – net income	$	516		$	352
Reversal of selected items:
Loss on sale of assets		—			1
Loss on derivative instruments⁽¹⁾		90			26
Stock-based compensation expense		16			13
Acquisition related expense		13			—
Tax effect on selected items		(27	)		(9	)
Adjusted net income	$	608		$	383
As reported – earnings per share	$	0.68		$	0.47
Per share impact of selected items		0.12			0.04
Adjusted earnings per share	$	0.80		$	0.51
Weighted-average common shares outstanding		756			750

_______________________________________________________________________________
(1)		This amount represents the non-cash mark-to-market changes of our commodity derivative instruments recorded in Gain (loss) on derivative instruments in the Condensed Consolidated Statement of Operations. Reconciliation of Discretionary Cash Flow and Free Cash Flow

Reconciliation of Discretionary Cash Flow and Free Cash Flow

Discretionary Cash Flow is defined as cash flow from operating activities excluding changes in assets and liabilities. Discretionary Cash Flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate available cash to internally fund exploration and development activities, return capital to shareholders through dividends and share repurchases, and service debt and is used by our management for that purpose. Discretionary Cash Flow is presented based on our management’s belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies that use the full cost method of accounting for oil and gas producing activities or have different financing and capital structures or tax rates. Discretionary Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

Free Cash Flow is defined as Discretionary Cash Flow less cash paid for capital expenditures. Free Cash Flow is an indicator of a company’s ability to generate cash flow after spending the money required to maintain or expand its asset base, and is used by our management for that purpose. Free Cash Flow is presented based on our management’s belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies. Free Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

	Three Months Ended March 31,
(In millions)		2025			2024
Cash flow from operating activities	$	1,144		$	856
Changes in assets and liabilities		(9	)		(59	)
Discretionary cash flow		1,135			797
Cash paid for capital expenditures for drilling, completion and other fixed asset additions		(472	)		(457	)
Free Cash Flow	$	663		$	340

Reconciliation of Adjusted EBITDAX

Adjusted EBITDAX is defined as net income plus interest expense, interest income, income tax expense, depreciation, depletion, and amortization (including impairments), exploration expense, gain and loss on sale of assets, non-cash gain and loss on derivative instruments, stock-based compensation expense, and acquisition-related expenses. Adjusted EBITDAX is presented on our management’s belief that this non-GAAP measure is useful information to investors when evaluating our ability to internally fund exploration and development activities and to service or incur debt without regard to financial or capital structure. Our management uses Adjusted EBITDAX for that purpose. Adjusted EBITDAX is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

	Three Months Ended March 31,
(In millions)		2025			2024
Net income	$	516		$	352
Plus (less):
Interest expense		53			19
Interest income		(8	)		(16	)
Income tax expense		141			85
Depreciation, depletion and amortization		506			432
Exploration		10			5
Loss on sale of assets		—			1
Non-cash loss on derivative instruments		90			26
Acquisition-related expenses		13			—
Stock-based compensation		16			13
Adjusted EBITDAX	$	1,337		$	917

	Trailing Twelve Months Ended
(In millions)	March 31, 2025			December 31, 2024
Net income	$	1,285		$	1,121
Plus (less):
Interest expense		140			106
Interest income		(54	)		(62	)
Income tax expense		280			224
Depreciation, depletion and amortization		1,914			1,840
Exploration		30			25
Gain on sale of assets		(4	)		(3	)
Non-cash loss on derivative instruments		165			101
Acquisition-related expenses		13			—
Stock-based compensation		65			62
Adjusted EBITDAX (trailing twelve months)	$	3,834		$	3,414

Reconciliation of Adjusted Pro Forma EBITDAX

Adjusted Pro Forma EBITDAX is defined as pro forma net income plus pro forma interest expense, pro forma interest income, pro forma income tax expense, pro forma depreciation, depletion, and amortization (including impairments), pro forma exploration expense, pro forma gain and loss on sale of assets, pro forma non-cash gain and loss on derivative instruments, pro forma acquisition-related expenses, and pro forma stock-based compensation expense. Adjusted Pro Forma EBITDAX represents the effects of the Franklin Mountain Energy and Avant Natural Resources acquisitions as if they had occurred on January 1, 2024. Adjusted Pro Forma EBITDAX is presented on our management’s belief that this non-GAAP measure is useful information to investors when evaluating our ability to internally fund exploration and development activities and to service or incur debt after the acquisitions without regard to financial or capital structure. Our management uses Adjusted Pro Forma EBITDAX for that purpose. Adjusted Pro Forma EBITDAX is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities, pro forma net income or net income, as defined by GAAP, or as a measure of liquidity.

	Trailing Twelve Months Ended
(In millions)	March 31, 2025			December 31, 2024
Pro forma net income	$	1,493		$	1,401
Plus (less):
Pro forma interest expense		251			250
Pro forma interest income		(54	)		(62	)
Pro forma income tax expense		338			290
Pro forma depreciation, depletion and amortization		2,240			2,197
Pro forma exploration		30			25
Pro forma gain on sale of assets		(4	)		(3	)
Pro forma non-cash loss on derivative instruments		291			101
Pro forma acquisition-related expenses		13			—
Pro forma stock-based compensation		65			62
Adjusted Pro Forma EBITDAX (trailing twelve months)	$	4,663		$	4,261

Reconciliation of Net Debt

The total debt to total capitalization ratio is calculated by dividing total debt by the sum of total debt and total stockholders’ equity. This ratio is a measurement which is presented in our annual and interim filings and our management believes this ratio is useful to investors in assessing our leverage. Net Debt is calculated by subtracting cash and cash equivalents and short-term investments from total debt. The Net Debt to Adjusted Capitalization ratio is calculated by dividing Net Debt by the sum of Net Debt and total stockholders’ equity. Net Debt and the Net Debt to Adjusted Capitalization ratio are non-GAAP measures which our management believes are also useful to investors when assessing our leverage since we have the ability to and may decide to use a portion of our cash and cash equivalents and short-term investments to retire debt. Our management uses these measures for that purpose. Additionally, as our planned expenditures are not expected to result in additional debt, our management believes it is appropriate to apply cash and cash equivalents and short-term investments to reduce debt in calculating the Net Debt to Adjusted Capitalization ratio.

(In millions)	March 31, 2025			December 31, 2024
Long-term debt, net		4,280			3,535
Total debt		4,280			3,535
Stockholders’ equity		14,224			13,122
Total capitalization	$	18,504		$	16,657

Total debt	$	4,280		$	3,535
Less: Cash and cash equivalents		(186	)		(2,038	)
Net debt	$	4,094		$	1,497

Net debt	$	4,094		$	1,497
Stockholders’ equity		14,224			13,122
Total adjusted capitalization	$	18,318		$	14,619

Total debt to total capitalization ratio		23.1	%		21.2	%
Less: Impact of cash and cash equivalents		0.8	%		11.0	%
Net debt to adjusted capitalization ratio		22.3	%		10.2	%

Reconciliation of Net Debt to Adjusted EBITDAX

Total debt to net income is defined as total debt divided by net income. Net debt to Adjusted EBITDAX is defined as net debt divided by trailing twelve month Adjusted EBITDAX. Net debt to Adjusted EBITDAX is a non-GAAP measure which our management believes is useful to investors when assessing our credit position and leverage.

(In millions)	March 31, 2025		December 31, 2024
Total debt	$	4,280	$	3,535
Net income		1,285		1,121
Total debt to net income ratio	3.3 x		3.2 x

Net debt (as defined above)	$	4,094	$	1,497
Adjusted EBITDAX (Trailing twelve months)	$	3,834	$	3,414
Net debt to Adjusted EBITDAX	1.1 x		0.4 x

Reconciliation of Net Debt to Adjusted Pro Forma EBITDAX

Total debt to net income is defined as total debt divided by net income. Net debt to Adjusted Pro Forma EBITDAX is defined as net debt divided by trailing twelve month Adjusted Pro Forma EBITDAX. Net debt to Adjusted Pro Forma EBITDAX is a non-GAAP measure which our management believes is useful to investors when assessing our credit position and leverage.

(In millions)	March 31, 2025		December 31, 2024
Total debt	$	4,280	$	3,535
Net income		1,285		1,121
Total debt to net income ratio	3.3 x		3.2 x

Net debt (as defined above)	$	4,094	$	1,497
Adjusted Pro Forma EBITDAX (Trailing twelve months)		4,663		4,261
Net debt to Adjusted EBITDAX	0.9 x		0.4 x

2025 Guidance

The tables below present full-year and second quarter 2025 guidance.

	Full Year Guidance
	2025 Guidance (February)					Updated 2025 Guidance
	Low		Mid		High	Low		Mid		High
Total Equivalent Production (MBoed)	710	—	740	—	770	720	—	745	—	770
Gas (Mmcf/day)	2,675	—	2,775	—	2,875	2,725	—	2,800	—	2,875
Oil (MBbl/day)	152	—	160	—	168	155	—	160	—	165

Net wells turned in line
Marcellus Shale	10	—	13	—	15	No change
Permian Basin	150	—	158	—	165	No change
Anadarko Basin	15	—	20	—	25	No change

Capital expenditures ($ in millions)
Total Company	$2,100	—	$2,250	—	$2,400	$2,000	—	$2,150	—	$2,300
Drilling and completion
Marcellus Shale	$250 midpoint					$300 midpoint
Permian Basin	$1,570 midpoint					$1,450 midpoint
Anadarko Basin	$230 midpoint					No change
Midstream, saltwater disposal and infrastructure	$200 midpoint					$170 midpoint

Commodity price assumptions:
WTI ($ per bbl)			$71					$63
Henry Hub ($ per mmbtu)			$4.22					$3.70

Cash Flow & Investment ($ in billions)
Discretionary Cash Flow			$5.0					$4.3
Capital Expenditures	$2.1	—	$2.3	—	$2.4	$2.0	—	$2.2	—	$2.3
Free Cash Flow (DCF – incurred capex)			$2.7					$2.1

$ per boe, unless noted:
Lease operating expense + workovers + region office	$2.50	—	$3.05	—	$3.60	No change
Gathering, processing, & transportation	$3.25	—	$3.75	—	$4.25	No change
Taxes other than income	$1.25	—	$1.50	—	$1.75	No change
General & administrative⁽¹⁾	$0.90	—	$1.00	—	$1.10	No change
Unit Operating Cost	$7.90	—	$9.30	—	$10.70	No change

_______________________________________________________________________________
(1)		Excludes stock-based compensation and severance expense

	Quarterly Guidance
	First Quarter 2025 Guidance					First Quarter 2025 Actual	Second Quarter 2025 Guidance
	Low		Mid		High		Low		Mid		High
Total Equivalent Production (MBoed)	710	—	730	—	750	747	710	—	735	—	760
Gas (Mmcf/day)	2,850	—	2,925	—	3,000	3,044	2,700	—	2,775	—	2,850
Oil (MBbl/day)	134	—	139	—	144	141	147	—	152	—	157

Net wells turned in line
Marcellus Shale			0			0			3
Permian Basin	35	—	40	—	45	37.1	45	—	55	—	65
Anadarko Basin			0			0.2			9

Capital expenditures ($ in millions)
Total Company	$525	—	$575	—	$625	$552	$575	—	$613	—	$650

View source version on businesswire.com: https://www.businesswire.com/news/home/20250505809295/en/

Investor Contact

Daniel Guffey – Vice President of Finance, IR & Treasury

281.589.4875

Hannah Stuckey – Investor Relations Manager

281.589.4983

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

May 5, 2025 4:49 pm

All Three Leading Proxy Advisory Firms – ISS, Glass Lewis and Egan-Jones – Recommend Tejon Ranch Shareholders Vote “FOR” ONLY Tejon’s 10 Director Nominees

TEJON RANCH, Calif., May 05, 2025 (GLOBE NEWSWIRE) — Tejon Ranch Co. (NYSE: TRC), (“Tejon” or the “Company”), a diversified real estate development and agribusiness company, today announced that Egan-Jones Proxy Services (“Egan-Jones”), has joined Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) in recommending that shareholders vote “FOR” ONLY Tejon’s 10 highly-qualified director nominees on the Company’s WHITE Proxy Card in connection with its Annual Meeting of Shareholders scheduled for May 13, 2025. Additional information, including details on how to vote, can be found at www.VoteForTejon.com.

In its May 5, 2025, report, Egan-Jones recommended Tejon shareholders:¹

Vote “FOR” all 10 of the Company’s nominees, noting that “TRC has already made substantial progress towards winning the entitlements needed for developments and already have 16,000 homes that are fully permitted, litigated, and entitled, we do not think it wise to ‘throw away’ those efforts. Once the communities have been developed, we expect they will generate sign[i]ficant returns.”
“WITHHOLD” on all Bulldog Investor (“Bulldog”) nominees, as it “do[es] not believe the Bulldog nominees possess the experience to drive TRC forward… Furthermore, they have not presented a compelling or credible plan that would benefit Tejon Ranch and its shareholders.”

Tejon issued the following statement:

All three leading proxy advisory firms have independently recommended that Tejon shareholders vote “FOR” all 10 of our highly-qualified director nominees. It is clear that ISS, Glass Lewis, and Egan-Jones recognize what is at stake for our Company. Their support affirms our view that Tejon’s current Board is best positioned to continue executing our disciplined, long-term growth strategy. Bulldog’s campaign threatens to derail our momentum, introducing disruption and short-term thinking at a critical time.

Tejon’s expert and engaged Board – Steven A. Betts, Gregory S. Bielli, Denise Gammon, Anthony L. Leggio, Jeffrey J. McCall, Norman J. Metcalfe, Eric H. Speron, Daniel R. Tisch, Michael H. Winer and Kenneth G. Yee – is committed to the successful execution of Tejon’s strategic priorities to drive shareholder value.

The May 13, 2025, Annual Meeting is just over one week away. Vote “FOR” ALL 10 of Tejon’s director nominees TODAY to protect the value of your investment.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

YOU MAY VOTE BY THE INTERNET OR MAIL BY FOLLOWING THE INSTRUCTIONS ON THE WHITE PROXY CARD. WE URGE YOU TO VOTE TODAY!

If you have any questions or require any assistance with voting your shares, please contact:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers: (212) 390-0450
All Others: (866) 796-7184
Email: [email protected]

Vestra Advisors is serving as financial advisor to Tejon and Gibson, Dunn & Crutcher LLP is serving as the Company’s legal advisor.

About Tejon Ranch Co. (NYSE: TRC)

Tejon Ranch Co. is a diversified real estate development and agribusiness Company whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield. For more information on the Company, please go to www.tejonranch.com.

Forward Looking Statements

This communication contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. In particular, statements regarding Tejon’s plans, strategies, prospects and expectations regarding its business and industry are forward-looking statements. They reflect Tejon’s expectations, are not guarantees of performance and speak only as of the date hereof. Except as required by law, Tejon does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Tejon’s business results are subject to a variety of risks, including business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses. For further information on factors that could affect Tejon’s business results, refer to Tejon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent filings with the U.S. Securities and Exchange Commission.

Additional Information and Where to Find It

Tejon has filed a definitive proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2025 Annual Meeting of Shareholders.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY TEJON AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents Tejon files with the SEC free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Tejon are also available free of charge by accessing Tejon’s website at www.tejonranch.com.

Participants

Tejon, its directors, certain of its executive officers, and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Tejon. The identity of individual participants and information about their direct and indirect interests in the solicitation is available in Tejon’s definitive proxy statement filed with the SEC on April 3, 2025 under “Supplemental Information Regarding Participants in the Solicitation” in Appendix A, which is available free of charge at the SEC’s website at www.sec.gov.

Contacts:

Investors

Nicholas Ortiz
Tejon Ranch Co., Senior Vice President, Corporate Communications & Public Affairs
(661) 663-4212
[email protected]

Media

Eric Brielmann / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

¹ Permission to use quotations was neither sought nor obtained.

May 5, 2025 4:49 pm

Fold Holdings Appoints Matthew McManus as Chief Operating Officer

PHOENIX, May 05, 2025 (GLOBE NEWSWIRE) — Fold Holdings, Inc. (NASDAQ: FLD) (“Fold” or the “Company”), the first publicly traded bitcoin financial services company, announces the appointment of Matthew McManus as Chief Operating Officer, effective April 21, 2025.

In his new role, Mr. McManus will spearhead Fold’s operational strategy, partnering closely with senior leadership to accelerate growth, optimize performance, and solidify the Company’s leadership position at the forefront of the bitcoin financial revolution.

Matthew brings extensive experience to Fold, having previously served as Chief Product Officer at Unchained Capital, Inc., where he led product strategy, development, and execution. Prior to his tenure at Unchained Capital, Mr. McManus held key roles helping globally recognized brands including Twitter, Capital One, PBS & PBS KIDS, National Geographic, and Marriott. He holds a Bachelor of Science in Information Science, Systems, and Technology from Cornell University’s College of Engineering. His technical foundation, deep domain expertise and proven experience scaling high-performing teams, aligns strongly with Fold’s strategic vision for 2025 and beyond.

“We are excited to welcome Matthew to Fold as our new Chief Operating Officer,” said Will Reeves, CEO of Fold. “He brings exactly the kind of leadership Fold needs. His experience driving operational excellence and innovation within fintech will be instrumental as we continue to expand our footprint and empower consumers through accessible bitcoin solutions.”

For more information about Fold and its innovative bitcoin financial services, please visit FoldApp.com.

About Fold

Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. With over 1,485 BTC in its treasury, Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App and Fold Card, the company is building the bridge between traditional finance and the bitcoin-powered future.

For investor inquiries, please contact:

Orange Group
Samir Jain, CFA
[email protected]

For media inquiries, please contact:

Elev8 New Media
Jessica Starman, MBA
[email protected]

May 5, 2025 4:48 pm

Harvard Bioscience Schedules First Quarter 2025 Earnings Conference Call for May 12, 2025 at 8:00 AM ET

HOLLISTON, Mass., May 05, 2025 (GLOBE NEWSWIRE) — Harvard Bioscience, Inc. (Nasdaq: HBIO) will announce its financial results for the quarter ended March 31, 2025, before the market opens on May 12, 2025, and will hold a conference call to discuss the results at 8:00 a.m. Eastern Time.

Participants who would like to join the call and ask a question must register here. Once registered, you will receive the dial-in numbers and a unique PIN number.

Participants who would like to join the audio-only webcast should go to our events and presentations on the investor website here.

Financial information presented on the call, including the earnings release and a related slide presentation, will be available on the Investor Relations section of Harvard Bioscience’s website.

About Harvard Bioscience

Harvard Bioscience, Inc. is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental advances in life science applications, including research, pharmaceutical and therapy discovery, bio-production and preclinical testing for pharmaceutical and therapy development. Our customers range from renowned academic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations. With operations in the United States, Europe, and China, we sell through a combination of direct and distribution channels to customers around the world.

For more information, please visit our website at www.harvardbioscience.com.

Company Contact:

Jennifer Cote
Chief Financial Officer
(508) 893-3120
[email protected]

May 5, 2025 4:48 pm

Aeva Appoints Leading Technology and Public Markets Investor to its Board of Directors

Aeva Appoints Leading Technology and Public Markets Investor to its Board of Directors

Founder and CIO of Sylebra, Daniel Gibson, Demonstrates Strong Backing of Aeva by Joining the Company’s Board to Further Support Aeva’s Growing Commercial Momentum

MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)–Aeva® (Nasdaq: AEVA), a leader in next-generation sensing and perception systems, today announced the appointment of Daniel Gibson to its Board of Directors, effective May 1, 2025.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250505284502/en/

Daniel Gibson joins Aeva’s Board of Directors

“As a valuable supporter of Aeva since 2020, we are pleased to welcome Dan to Aeva’s Board of Directors and appreciate his continued strong conviction in our differentiated FMCW technology,” said Mina Rezk, Chairman of the Board, Co-founder and Chief Technology Officer at Aeva.

“With decades of experience investing in high-growth technology companies, we have never been more excited about Aeva’s potential and its systematic execution towards commercialization,” said Dan Gibson, Founder and Chief Investment Officer at Sylebra. “I look forward to contributing my experience to enable Aeva to further execute as it approaches an inflection point in its commercial momentum.”

Mr. Gibson is the Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management, a global investment manager founded in 2011 to invest in global equities with a focus on technology, media and telecom companies. He is also a member of the Board of Directors for Impinj, a leading RAIN RFID and Internet of Things provider. Prior to Mr. Gibson’s current roles, he was a Partner at Coatue Management, a global investment manager, following a career in private equity and investment banking. Mr. Gibson holds a B.A. in economics from Amherst College.

About Aeva Technologies, Inc. (Nasdaq: AEVA)

Aeva’s mission is to bring the next wave of perception to a broad range of applications from automated driving to industrial robotics, consumer electronics, consumer health, security and beyond. Aeva is transforming autonomy with its groundbreaking sensing and perception technology that integrates all key LiDAR components onto a silicon photonics chip in a compact module. Aeva 4D LiDAR sensors uniquely detect instant velocity in addition to 3D position, allowing autonomous devices like vehicles and robots to make more intelligent and safe decisions. For more information, visit www.aeva.com, or connect with us on X or LinkedIn.

Aeva, the Aeva logo, Aeva 4D LiDAR, Aeva Atlas, Aeries, Aeva Eve, Aeva Ultra Resolution, Aeva CoreVision, and Aeva X1 are trademarks/registered trademarks of Aeva, Inc. All rights reserved. Third-party trademarks are the property of their respective owners.

Forward looking statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to expectations about our commercialization momentum and opportunity. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: (i) the fact that Aeva is an early stage company with a history of operating losses and may never achieve profitability, (ii) Aeva’s limited operating history, (iii) the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities, (iv) the ability for Aeva to have its products selected for inclusion in OEM products, (v) the success of customer products, (vi) manufacturing risks and (vii) other material risks and other important factors that could affect our financial results. Please refer to our filings with the SEC, including our most recent Form 10-Q and Form 10-K. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Aeva assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Aeva does not give any assurance that it will achieve its expectations.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250505284502/en/

Media:

Michael Oldenburg

[email protected]

Investors:

Andrew Fung

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Robotics Semiconductor Consumer Electronics Technology Software Hardware

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Daniel Gibson joins Aeva’s Board of Directors

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May 5, 2025 4:47 pm

Builders FirstSource Prices Offering of $750 Million of Senior Notes due 2035

Builders FirstSource Prices Offering of $750 Million of Senior Notes due 2035

IRVING, Texas–(BUSINESS WIRE)–Builders FirstSource, Inc. (NYSE: BLDR) (“Builders FirstSource” or the “Company”) today announced that it has priced an offering of $750 million aggregate principal amount of 6.750% unsecured Senior Notes due 2035 (the “Notes”), which represents a $250 million increase in the previously announced size of the offering. The price to investors will be 100.000% of the principal amount of the Notes.

The offering of the Notes is expected to close on May 8, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to repay indebtedness outstanding under its senior secured ABL facility.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the Notes were offered and sold only to (i) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act).

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.

About Builders FirstSource

Headquartered in Irving, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling. We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery, and installation of a full range of structural and related building products. We operate in 43 states with approximately 595 locations and have a market presence in 48 of the top 50 and 92 of the top 100 MSAs, providing geographic diversity and balanced end market exposure. We service customers from strategically located distribution and manufacturing facilities (some of which are co-located) that produce value-added products such as roof and floor trusses, wall panels, stairs, vinyl windows, custom millwork, and pre-hung doors. Builders FirstSource also distributes dimensional lumber and lumber sheet goods, millwork, windows, interior and exterior doors, and other specialty building products.

Forward-Looking Statements

Statements in this news release that are not purely historical facts or that necessarily depend upon future events, including statements about the offering of the Notes, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially as a result of many factors. All forward-looking statements are based upon information available to Builders FirstSource as of the date of this release. Builders FirstSource undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Further information regarding such risks or uncertainties can be found in the risk factors section of Builders FirstSource’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and may also be described from time to time in the other reports the Company files with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250505565869/en/

Investor Contact:

Heather Kos

SVP, Investor Relations

Builders FirstSource, Inc.

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property Urban Planning REIT Landscape Interior Design Building Systems Architecture Other Construction & Property Residential Building & Real Estate

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