Market Newsdesk

April 22, 2021 4:30 pm

DLC Releases Annual Results; Achieves Record Annual Funded Volumes Over $51 billion

VANCOUVER, British Columbia, April 22, 2021 (GLOBE NEWSWIRE) — Dominion Lending Centres Inc. (TSXV:DLCG) (“DLCG” or the “Corporation”) is pleased to report its financial results for the three months and year ended December 31, 2020 (“Q4-2020” and “annual”, respectively). For complete information, readers should refer to the audited consolidated financial statements and management discussion and analysis which are available on SEDAR at www.sedar.com and on the Corporation’s website at www.dlcg.ca. All amounts are presented in Canadian dollars unless otherwise stated.

Reference herein to the Dominion Lending Centres Group of Companies (the “DLC Group” or “Core Business Operations”) includes three main subsidiaries, MCC Mortgage Centres Canada Inc. (“MCC”), MA Mortgage Architects Inc. (“MA”), and Newton Connectivity Systems Inc. (“Newton”), and excludes the Non-Core Business Asset Management segment and their corresponding historical financial and operating results. The Non-Core Business Asset Management segment represents the Corporation’s share of income in its equity accounted investments in Club16 and Impact (collectively, the “Non-Core Assets”), the expenses, assets and liabilities associated with managing the Non-Core Assets, the Sagard credit facility, and public company costs. The accounts of the Non-Core Assets are presented as Discontinued Operations for the current and comparative periods within the consolidated statements of income (loss). Going forward, results for the Non-Core Assets will be presented as income from equity accounted investments.

Q4-2020 and Annual Financial Highlights

DLC Group’s strongest performance on record with respect to funded mortgage volumes of $17.5 billion during Q4-2020 and $51.5 billion for the year ended December 31, 2020, representing a 46% and 23% increase compared to 2019, respectively;
Record DLC Group revenues of $17.5 million for Q4-2020 and $52.4 million for the year ended December 31, 2020, representing a 33% and 17% increase compared to 2019, respectively;
Record DLC Group Adjusted EBITDA of $8.7 million for Q4-2020 and $27.4 million for the year ended December 31, 2020, increasing by 31% and 30% compared to 2019, respectively; and
The Corporation generated net income of $22.6 million for Q4-2020 and $25.6 million for year ended December 31, 2020 includes $16.7 million deferred tax recovery for non-capital losses that are usable against future taxable income.

Gary Mauris, Executive Chairman and CEO, commented, “We are pleased to announce annual funded mortgage volume growth of 23% to $51.5 billion, which drove annual revenue and EBITDA growth of 17% and 30%, respectively. Due to the dedication of our national teams at Dominion Lending Centres, MA, MCC and Newton, the DLC Group was able to successfully navigate a year filled with significant uncertainty caused by the global pandemic. The DLC Group will continue building leading mortgage brokerage platforms and connectivity solutions to assist our mortgage professionals in growing their businesses. A sincere thank you to our management team and our mortgage professionals for their incredible efforts throughout 2020.”

Selected Consolidated Financial Highlights:

Below are the highlights of our financial results for the three months and year ended December 31, 2020. The results for the three months and year ended December 31, 2020, and the comparative periods reflect the segregation of the Non-Core Assets as discontinued operations. The results for the three months and year ended December 31, 2019, reflect the segregation of Astley Gilbert Limited (“AG”) as discontinued operations. The prior year comparatives have been amended to conform with current period presentation. The discontinued operations are only included in net income (loss) and net earnings (loss) per Common Share.

Three months ended December 31,										Year ended December 31,
(in thousands, except per share)		2020			2019		Change			2020		2019		Change
Revenues	$	17,477		$	13,138		33	%	$	52,413	$	44,843		17	%
Income from operations		5,152			4,857		6	%		18,248		12,141		50	%
Adjusted EBITDA ⁽¹⁾		7,917			5,959		33	%		25,214		18,856		34	%
CDC ^{(1) (} ² ⁾		5,069			3,516		44	%		14,720		9,611		53	%
Free cash flow attributable to common shareholders ⁽¹⁾		2,401			651		269	%		4,929		(1,126	)	NMF ⁽³⁾
Net income (loss)		22,643			1,321		NMF ⁽³⁾			25,559		(4,411	)	NMF ⁽³⁾
Net income (loss) from continuing operations		18,690			2,219		NMF ⁽³⁾			23,871		(1,410	)	NMF ⁽³⁾
Net income (loss) from discontinued operations		3,953			(898	)	NMF ⁽³⁾			1,688		(3,001	)	NMF ⁽³⁾
Net income (loss) attributable to:
Common shareholders		20,851			170		NMF ⁽³⁾			20,037		(6,747	)	NMF ⁽³⁾
Non-controlling interests		1,792			1,151		56	%		5,522		2,336		136	%
Adjusted net income ⁽¹⁾		2,034			1,819		12	%		7,544		621		NMF ⁽³⁾
Adjusted net (loss) income attributable to:
Common shareholders		(290	)		199		NMF ⁽³⁾			520		(4,083	)	NMF ⁽³⁾
Non-controlling interests		2,324			1,620		43	%		7,024		4,704		49	%
Diluted earnings (loss) per Common Share		0.54			–		NMF ⁽³⁾			0.53		(0.18	)	NMF ⁽³⁾
Adjusted (loss) earnings per Common Share ⁽¹⁾	$	(0.01	)	$	0.01		NMF ⁽³⁾		$	0.01	$	(0.11	)	NMF ⁽³⁾

(1) Please see the Non-IFRS Financial Performance Measures section of this document for additional information.
(2) The Preferred Shares were issued on December 31, 2020; as such, no dividends were paid to the Preferred Shareholders based on CDC in the years ended December 31, 2020 or December 31, 2019.
(3) The percentage change is Not a Meaningful Figure (“NMF”).

Three months ended December 31,										Year ended December 31,
(in thousands)		2020			2019		Change			2020			2019		Change
Adjusted EBITDA ⁽¹⁾
Core Business Operations	$	8,653		$	6,602		31	%	$	27,376		$	21,089		30	%
Non-Core Business Asset Management		(736	)		(643	)	14	%		(2,162	)		(2,233	)	(3	%)
Total Adjusted EBITDA ⁽¹⁾	$	7,917		$	5,959		33	%	$	25,214		$	18,856		34	%

(1) Please see the Non-IFRS Financial Performance Measures section of this document for additional information.

Q4-2020 Highlights

Net income for the three months ended December 31, 2020, increased from higher net income from continuing and discontinued operations, when compared to the same period in the previous year. Higher net income from Core Business Operations was a result of higher DLC Group revenues from an increase in funded mortgage volumes. In addition, the Corporation recognized a deferred tax recovery of $16.7 million for non-capital losses that are usable against future taxable income. Higher net income from discontinued operations was primarily due to a $5.9 million gain from the change to equity accounting for the Non-Core Assets, partly offset by lower Non-Core Asset revenues.

Adjusted net income for the three months ended December 31, 2020, increased compared to the same period in the previous year primarily from higher funded mortgage volumes driving an increase in DLC Group revenues and earnings from operations.

2020 Annual Highlights

Net income for the year ended December 31, 2020, increased from higher net income from continuing and discontinued operations, when compared to the same period in the previous year. Higher net income from Core Business Operations was a result of higher DLC Group revenues from higher funded mortgage volumes. In addition, the Corporation recognized a deferred tax recovery of $16.7 million for non-capital losses that are usable against future taxable income. Higher net income from discontinued operations was primarily due to a $5.9 million gain from the change to equity accounting in our Non-Core Assets recognized during the year ended December 31, 2020, compared to an impairment loss of $6.8 million recognized during the year ended December 31, 2019, partly offset by lower Non-Core Asset revenues in 2020.

Adjusted net income for the year ended December 31, 2020, increased compared to the same period in the previous year from higher funded mortgage volumes driving an increase in DLC Group revenues.

Selected Segmented Financial Highlights:

Three months ended December 31,										Year ended December 31,
(in thousands)		2020			2019		Change			2020			2019		Change
Revenues
Core Business Operations	$	17,477		$	13,138		33	%	$	52,413		$	44,843		17	%
Consolidated revenues		17,477			13,138		33	%		52,413			44,843		17	%
Operating expenses ⁽¹⁾
Core Business Operations		10,397			7,706		35	%		30,418			29,178		4	%
Non-Core Business Asset Management		1,928			575		235	%		3,747			3,524		6	%
Consolidated operating expenses		12,325			8,281		49	%		34,165			32,702		4	%
Income (loss) from operations
Core Business Operations		7,080			5,432		30	%		21,995			15,665		40	%
Non-Core Business Asset Management		(1,928	)		(575	)	235	%		(3,747	)		(3,524	)	6	%
Consolidated income from operations		5,152			4,857		6	%		18,248			12,141		50	%
Adjusted EBITDA ⁽²⁾
Core Business Operations		8,653			6,602		31	%		27,376			21,089		30	%
Non-Core Business Asset Management		(736	)		(643	)	14	%		(2,162	)		(2,233	)	(3	%)
Consolidated Adjusted EBITDA ⁽²⁾		7,917			5,959		33	%		25,214			18,856		34	%

(1) Operating expenses comprise of direct costs, general and administrative expenses, share-based payments, and depreciation and amortization expense.
(2) Please see the Non-IFRS Financial Performance Measures section of this document for additional information.

The segmented information for the comparative three months and year ended December 31, 2020, and December 31, 2019, exclude discontinued operations results from the Non-Core Assets and AG. See the Discontinued Operations section of the audited consolidated management discussion and analysis available on SEDAR.

About Dominion Lending Centres Inc.

The DLC Group is Canada’s leading and largest network of mortgage professionals with over $50 billion in annual funded mortgage volumes in 2020. The DLC Group operates through four main subsidiaries, Dominion Lending Centres, MCC Mortgage Centre Canada Inc., MA Mortgage Architects Inc., and Newton Connectivity Systems Inc., and has operations across Canada. The DLC Group’s extensive network includes ~6,500 agents and 515 locations. Headquartered in British Columbia, the DLC Group was founded in 2006 by Gary Mauris and Chris Kayat.

Contact information for the Corporation is as follows:

James Bell
Co-President
403-560-0821
[email protected]

Robin Burpee
Co-Chief Financial Officer
403-455-9670
[email protected]

Amar Leekha
Sr. Vice-President, Capital Markets
403-455-6671
[email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Non-IFRS Financial Performance Measures

Management presents certain non-IFRS financial performance measures which we use as supplemental indicators of our operating performance. Non-IFRS financial performance measures include EBITDA and Adjusted EBITDA, Adjusted net income, Adjusted earnings per share, CDC, and free cash flow. Readers are cautioned that these non-IFRS measures should not be construed as a substitute or an alternative to applicable generally accepted accounting principle measures as determined in accordance with IFRS. Please see the Corporation’s MD&A for a description these measures and a reconciliation of these measures to their nearest IFRS measure.

April 22, 2021 4:29 pm

MissionGO Expands Unmanned Cargo Operations with the Addition of Retired FAA Executive Frank Paskiewicz

Frank Paskiewicz joins MissionGO Unmanned Systems as Executive Vice President (EVP) of Cargo Operations

BALTIMORE, Md., April 22, 2021 (GLOBE NEWSWIRE) — MissionGO, a leading Unmanned Aircraft Solutions (UAS) company for utility inspections, critical medical and commercial cargo, and market leading training for operators announces the hiring of Frank Paskiewicz as Executive Vice President of Cargo Operations.

Paskiewicz brings more than 40 years of experience in industry and government aviation ranging from technical to executive positions. He comes with direct comprehensive knowledge and experience in the Federal Aviation Administration (FAA) regulatory process, aircraft certification, delegation systems, surveillance programs and policies, and Unmanned Aircraft Systems (UAS) certification and operations.

“MissionGO is founded on the bedrock of experts in manned and unmanned aviation,” says President and Co-Founder Anthony Pucciarella. “The addition of Frank Paskiewicz is an exciting step forward in our cargo operations and reflects our commitment to compliance, safety, and innovation.”

As EVP of Cargo Operations, Paskiewicz will lead MissionGO aircraft certification and manufacturing, FAA regulatory consulting services, UAS integration strategies, and air cargo operations. This includes expanding MissionGO’s cargo operations and supporting UAS client FAA certification programs. He will lead the development of products and services for MissionGO’s air cargo operations, including research studies, airspace analysis, and flight activities.

“MissionGO is leading the way for UAS delivery and future-use,” said Paskiewicz. “We are excited to bring cutting-edge solutions to the medical and commercial industries.”

Paskiewicz developed his broad skill set from 28 years at several different positions within the FAA. Those include Deputy Director of the Aircraft Certification Service where he was responsible the adequacy of safety regulations and policies, national programs for aircraft, engines and propellers, and aircraft parts, which govern the airworthiness of aircraft (including Unmanned Aircraft Systems). Before that he was Manager of the Production and Airworthiness division where he oversaw FAA manufacturing policies, designee and delegation systems, international supplier programs, aircraft import and export policies, and related technical training curriculum.

Most recently, Paskiewicz was a partner at The Padina Group specializing in aircraft certification and airspace authorizations. He provided program management and technical support for UAS Type and Production Certificates, Beyond Visual Line of Sight (BVLOS) operations, and research and development efforts for unmanned systems ranging from under 55Lbs. to transport category aircraft.

Paskiewicz’s early career was anchored with his time as a Manager at Textron Lycoming. While at Lycoming he supported the United States Army Engine Plant and held positions in experimental engineering, production manufacturing, and engine/component testing.

About MissionGO

MissionGO is setting a new standard for next-generation transportation logistics. By leveraging unmanned aircraft systems, MissionGO delivers improved reliability, reduced costs, and increased transparency to benefit multiple sectors, including healthcare and utilities. The company is led by CEO and Co-Founder Scott Plank. Learn more today at www.missiongo.io

Contact: Amy Larkin

MissionGO Phone: (443) 478-1208
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/a708eeca-b118-4187-a0d4-66696915d2b5

April 22, 2021 4:29 pm

USD Partners Announces Quarterly Distribution Increase, Full-Year Distribution Guidance and Its First Quarter 2021 Earnings Release Date

USD Partners Announces Quarterly Distribution Increase, Full-Year Distribution Guidance and Its First Quarter 2021 Earnings Release Date

HOUSTON–(BUSINESS WIRE)–
USD Partners LP (NYSE: USDP) (the “Partnership”) announced today that the Board of Directors of its general partner declared a quarterly cash distribution of $0.1135 per unit for the first quarter of 2021 ($0.454 per unit on an annualized basis), representing an increase of $0.0025 per unit, or 2.25% over the distribution declared for the fourth quarter of 2020. The distribution is payable on May 14, 2021, to unitholders of record at the close of business on May 5, 2021.

In addition, the Partnership announced today that Management intends to recommend to the Board of Directors of its general partner to increase its quarterly cash distribution per unit by an additional $0.0025 per quarter for the second, third and fourth quarters in 2021.

First Quarter 2021 Earnings Release Date and Conference Call Information

The Partnership plans to report first quarter 2021 financial and operating results after market close on Wednesday May 5, 2021. The Partnership will host a conference call and webcast regarding first quarter 2021 results at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on Thursday, May 6, 2021.

To listen live over the Internet, participants are advised to log on to the Partnership’s website at www.usdpartners.com and select the “Events & Presentations” sub-tab under the “Investors” tab. To join via telephone, participants may dial (877) 266-7551 domestically or +1 (339) 368-5209 internationally, conference ID 4593597. Participants are advised to dial in at least five minutes prior to the call.

An audio replay of the conference call will be available for thirty days by dialing (800) 585-8367 domestically or +1 (404) 537-3406 internationally, conference ID 4593597. In addition, a replay of the audio webcast will be available by accessing the Partnership’s website after the call is concluded.

About USD Partners LP

USD Partners LP is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC (“USDG”) to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. The Partnership generates substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. The Partnership’s principal assets include a network of crude oil terminals that facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. The Partnership’s operations include railcar loading and unloading, storage and blending in on-site tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. In addition, the Partnership provides customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail.

USDG, which owns the general partner of USD Partners LP, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USDG solutions create flexible market access for customers in significant growth areas and key demand centers, including Western Canada, the U.S. Gulf Coast and Mexico. Among other projects, USDG, along with its partner Gibson Energy, Inc., is pursuing long-term solutions to transport heavier grades of crude oil produced in Western Canada through the construction of a Diluent Recovery Unit at the Hardisty terminal. USDG is also currently pursuing the development of a premier energy logistics terminal on the Houston Ship Channel with capacity for substantial tank storage, multiple docks (including barge and deepwater), inbound and outbound pipeline connectivity, as well as a rail terminal with unit train capabilities. For additional information, please visit texasdeepwater.com. Information on USDG’s website is not part of this press release.

Qualified Notice to Nominees

This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that we believe that 100 percent of the Partnership’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not the Partnership, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements with respect to the amount and timing of the Partnership’s first quarter 2021 cash distribution, the Partnership’s full-year 2021 cash distribution guidance and the business prospects of the Partnership and USDG. No distribution amount is finally determined until declared by the Board of Directors of the Partnership’s general partner. Words and phrases such as “plans,” “expects,” “will,” “pursuing,” and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to the Partnership are based on management’s expectations, estimates and projections about the Partnership, its interests, USDG’s projects and the energy industry in general on the date this press release was issued. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. The current economic downturn and pandemic introduces unusual risks and an inability to predict all risks that may impact the Partnership’s business and outlook. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include those as set forth under the heading “Risk Factors” in the Partnership’s most recent Annual Report on Form 10-K and in its subsequent filings with the Securities and Exchange Commission. The Partnership is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Category: Earnings

View source version on businesswire.com: https://www.businesswire.com/news/home/20210422006100/en/

Investor Relations Contacts:

Adam Altsuler, (281) 291-3995

Senior Vice President and Chief Financial Officer

Jennifer Waller, (832) 991-8383

Director, Financial Reporting and Investor Relations

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Rail Energy Transport Oil/Gas

MEDIA:

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April 22, 2021 4:28 pm

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

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

DALLAS–(BUSINESS WIRE)–
Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported first quarter GAAP diluted earnings per share of $2.83 and adjusted earnings per share of $3.46. Net sales for the quarter were $1.8 billion as pricing increased by 15 percent from the prior quarter, more than offsetting a volume decline of 3 percent. In anticipation of Winter Storm Uri, the Company proactively brought down its three production facilities in Texas to protect its employees and assets. The Company subsequently flexed its global procurement and production networks to manage industry supply chain disruptions. Despite significant first quarter costs associated with the winter storm, the Company delivered operating profit of $326 million and adjusted EBIT of $482 million, both increases over pre-COVID earnings in the first quarter of 2020. During the quarter, the Company returned $328 million of cash to shareholders in the form of share repurchases and dividends. The Company continues to take actions to lift its earnings and cash generation profile, which along with a strong balance sheet, provide capacity to invest across a number of strategic growth priorities.

The difference between GAAP diluted earnings per share and adjusted earnings per share for the first quarter was primarily due to a $41 million adjustment for fixed overhead, freeze-related repairs, and restart costs related to Winter Storm Uri.

“As demand fundamentals continued to improve coming out of a very challenging 2020, we experienced unprecedented disruption as a result of Winter Storm Uri, including direct impacts to our employees and production facilities in Texas as well as extensive industry supply chain challenges. Our teams responded with great agility to repair and restart our facilities quickly and to navigate hundreds of obstacles to source, manufacture, and ship our products to our customers. Amid continuing supply chain and raw material challenges, we finished the first quarter with momentum and expect to deliver strong earnings performance across the remainder of 2021,” said Lori Ryerkerk, chairman and chief executive officer.

First Quarter 2021 Financial Highlights:

	Three Months Ended
	March 31, 2021		December 31, 2020		March 31, 2020
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	645		572		563
Acetate Tow	119		134		129
Acetyl Chain	1,056		910		799
Intersegment Eliminations	(22)		(25)		(31)
Total	1,798		1,591		1,460

Operating Profit (Loss)
Engineered Materials	130		62		102
Acetate Tow	16		30		27
Acetyl Chain	251		186		135
Other Activities	(71)		(75)		(70)
Total	326		203		194

Net Earnings (Loss)	323		1,454		220

Adjusted EBIT⁽¹⁾
Engineered Materials	160		82		165
Acetate Tow	61		59		67
Acetyl Chain	282		187		139
Other Activities	(21)		(28)		(29)
Total	482		300		342

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	25		15		53
Acetate Tow	41		29		37

Operating EBITDA⁽¹⁾	570		387		425
Diluted EPS – continuing operations	$	2.83	$	12.50	$	1.88
Diluted EPS – total	$	2.82	$	12.50	$	1.82
Adjusted EPS⁽¹⁾	$	3.46	$	2.09	$	2.29

Net cash provided by (used in) investing activities	98		979		(128)
Net cash provided by (used in) financing activities	(371)		(933)		(16)
Net cash provided by (used in) operating activities	116		274		259
Free cash flow⁽¹⁾	19		181		135

_____________________________

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

First Quarter 2021 Highlights:

• Hosted a virtual Investor Day on March 25, 2021, in which members of the executive management team provided details on the Company’s business strategies and path for growth through 2023.

• Announced a three-year plan to expand Engineered Materials’ compounding capacities at its Asia facilities, including Nanjing, China; Suzhou, China; and Silvassa, India.

• Announced an expansion of Engineered Materials’ GUR^® ultra-high molecular weight polyethylene production capacity in Europe to come online in 2024 to support the growing electric vehicle market.

• Announced a project to utilize recycled carbon dioxide as an alternative feedstock in the production of methanol at the Company’s Clear Lake, Texas facility.

• Announced further investments in the Acetyl Chain’s downstream vinyls portfolio through facility expansions, new unit builds, and debottleneck projects in Europe and Asia.

• Extended a long-term contract with Linde Gas Singapore Pte. Ltd. for the supply of carbon monoxide to the Acetyl Chain’s Singapore facility.

First Quarter 2021 Business Segment Overview

Engineered Materials

Engineered Materials reported net sales of $645 million in the first quarter, a 13 percent increase from the prior quarter due to sequential increases in pricing and volume. Volume expanded 6 percent driven by strong sequential demand growth, particularly in Europe. Continued strength in automotive, industrial, and electronics end-markets, as well as modest recovery in medical applications, contributed to volume expansion in the first quarter. Pricing increased 6 percent sequentially driven by realization of pricing initiatives implemented during the first quarter to keep pace with raw material inflation, as well as product mix. Engineered Materials generated first quarter GAAP operating income of $130 million and adjusted EBIT of $160 million. This represents a return to pre-COVID adjusted earnings in line with the first quarter of 2020, as the base business mitigated a $28 million year over year decline in affiliate earnings by leveraging its project pipeline and growth programs. On a sequential basis, variable margin expansion in the base business and an additional $10 million in affiliate earnings resulted in operating profit and adjusted EBIT margins of 20 percent and 25 percent, respectively.

Acetyl Chain

The Acetyl Chain generated net sales of $1.1 billion, due to a 23 percent pricing increase partially offset by a 7 percent volume decline from the prior quarter. Pricing increased sequentially due to record Chinese acetic acid pricing and tightened industry conditions as a result of Winter Storm Uri, which temporarily reduced global acetic acid supply by approximately 5 percent during the first quarter. Sequential volume declined primarily due to Winter Storm Uri as well as Chinese New Year and typical winter seasonality, although fundamental demand for acetyls remained strong. In response to the impact of the storm on its US Gulf Coast production, the business immediately increased production rates at its facilities in China and Singapore. Significant quantities of acetic acid and VAM were then shipped to Europe from Asia, rather than shipped from the US as typical. The business flexed its procurement and supply chain networks to navigate disruptions, including sourcing 40kt of methanol for restarting Clear Lake acetic acid production. Despite incurring costs of approximately $55 million related to the storm, of which nearly $30 million unfavorably impacted adjusted EBIT, the Acetyl Chain generated GAAP operating profit of $251 million and adjusted EBIT of $282 million. The business delivered operating profit margin of 24 percent and adjusted EBIT margin of 27 percent, expansions of 340 and 620 basis points, respectively, over the prior quarter.

Acetate Tow

Acetate Tow recorded net sales of $119 million, which reflected a sequential volume decrease of 10 percent due to reduced raw material and logistics availability. First quarter GAAP operating profit was $16 million and adjusted EBIT was $61 million, consistent with the prior quarter, as higher dividends from affiliates offset the decline in volume. Dividends from affiliates in the first quarter were $41 million, an increase of $12 million sequentially due to the timing of dividend payments.

Cash Flow and Tax

The Company generated first quarter operating cash flow of $116 million and free cash flow of $19 million, inclusive of a $100 million payment for the European Commission settlement. Capital expenditures in the first quarter were $92 million and included capital expenditures for the acetic acid reconfiguration expansion within the Acetyl Chain business. The Company returned $328 million in cash to shareholders during the first quarter, including $250 million of share repurchases and $78 million of dividends.

The effective US GAAP tax rate of 21 percent in the first quarter was comparable to the same quarter of last year. During the first quarter, the 2021 tax rate for adjusted earnings per share was increased from an estimated 13 percent to 14 percent, primarily due to an increase in earnings in higher tax jurisdictions.

Outlook

“Our teams have maintained the momentum with which we entered 2021 despite the challenges of Winter Storm Uri,” continued Ryerkerk. “The unique value of our global positions and unparalleled optionality, particularly within our Acetyl Chain business, was demonstrated in our first quarter performance. Demand for our Engineered Materials and Acetyl Chain products remains strong across most end markets. Amid a tightened industry landscape following the storm, we are well positioned to continue to deliver leading value. Inclusive of current industry dynamics, higher inventory costs from Winter Storm Uri, and our minimal turnaround needs due to previous acceleration of scheduled turnarounds, we expect second quarter 2021 adjusted earnings of approximately $4.00 per share, which would be an all-time record. Driven by this elevated performance across the first half, we now expect adjusted earnings of $12.50 to $13.50 per share in 2021, reflecting a moderation in Acetyl Chain industry utilization and pricing as the year progresses.”

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

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

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

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: the extent to which the COVID-19 pandemic continues to adversely impact the economic environment, market demand and our operations, as well as the pace of any economic recovery; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, mobility, textiles, medical, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions as well as facility turnarounds; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; the ability to identify desirable potential acquisition targets and to complete acquisition or investment transactions consistent with the Company’s strategy; the ability to identify and execute on other attractive investment opportunities towards which to deploy capital; increased price competition and the introduction of competing products by other companies; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic); other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters or other crises including public health crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; tax rates and changes thereto; our ability to obtain regulatory approval for, and satisfy closing conditions to, any transactions described herein; and various other factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

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

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

Non-GAAP Financial Measures

Presentation

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

Use of Non-US GAAP Financial Information

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

Definitions of Non-US GAAP Financial Measures

• Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.

• Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization.

• Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items (“Non-GAAP adjustments”) is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management’s assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

• Free cash flow is a liquidity measure used by the Company and is defined by the Company as cash flow from operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. (“Mitsui”) related to our methanol joint venture, Fairway Methanol LLC (“Fairway”).

Reconciliation of Non-US GAAP Financial Measures

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

Results Unaudited

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

Supplemental Information

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

Consolidated Statements of Operations – Unaudited

	Three Months Ended
	March 31, 2021	December 31, 2020	March 31, 2020
	(In $ millions, except share and per share data)
Net sales	1,798	1,591	1,460
Cost of sales	(1,313)	(1,215)	(1,112)
Gross profit	485	376	348
Selling, general and administrative expenses	(137)	(137)	(125)
Amortization of intangible assets	(6)	(5)	(5)
Research and development expenses	(20)	(20)	(17)
Other (charges) gains, net	6	(2)	(6)
Foreign exchange gain (loss), net	3	(3)	(1)
Gain (loss) on disposition of businesses and assets, net	(5)	(6)	—
Operating profit (loss)	326	203	194
Equity in net earnings (loss) of affiliates	29	21	57
Non-operating pension and other postretirement employee benefit (expense) income	38	(66)	28
Interest expense	(25)	(26)	(28)
Interest income	1	2	2
Dividend income – equity investments	42	28	37
Gain (loss) on sale of investments in affiliates	—	1,408	—
Other income (expense), net	(2)	1	2
Earnings (loss) from continuing operations before tax	409	1,571	292
Income tax (provision) benefit	(85)	(117)	(65)
Earnings (loss) from continuing operations	324	1,454	227
Earnings (loss) from operation of discontinued operations	(1)	(1)	(7)
Income tax (provision) benefit from discontinued operations	—	1	—
Earnings (loss) from discontinued operations	(1)	—	(7)
Net earnings (loss)	323	1,454	220
Net (earnings) loss attributable to noncontrolling interests	(1)	(1)	(2)
Net earnings (loss) attributable to Celanese Corporation	322	1,453	218
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	323	1,453	225
Earnings (loss) from discontinued operations	(1)	—	(7)
Net earnings (loss)	322	1,453	218
Earnings (loss) per common share – basic
Continuing operations	2.85	12.56	1.89
Discontinued operations	(0.01)	—	(0.06)
Net earnings (loss) – basic	2.84	12.56	1.83
Earnings (loss) per common share – diluted
Continuing operations	2.83	12.50	1.88
Discontinued operations	(0.01)	—	(0.06)
Net earnings (loss) – diluted	2.82	12.50	1.82
Weighted average shares (in millions)
Basic	113.5	115.7	119.3
Diluted	114.0	116.3	119.9

Consolidated Balance Sheets – Unaudited

	As of March 31,	As of December 31,
	2021	2020
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	791	955
Trade receivables – third party and affiliates, net	959	792
Non-trade receivables, net	551	450
Inventories	1,025	978
Marketable securities	331	533
Other assets	53	55
Total current assets	3,710	3,763
Investments in affiliates	796	820
Property, plant and equipment, net	3,876	3,939
Operating lease right-of-use assets	221	232
Deferred income taxes	255	259
Other assets	456	411
Goodwill	1,134	1,166
Intangible assets, net	308	319
Total assets	10,756	10,909
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt – third party and affiliates	497	496
Trade payables – third party and affiliates	906	797
Other liabilities	489	680
Income taxes payable	43	—
Total current liabilities	1,935	1,973
Long-term debt, net of unamortized deferred financing costs	3,135	3,227
Deferred income taxes	530	509
Uncertain tax positions	255	240
Benefit obligations	616	643
Operating lease liabilities	187	208
Other liabilities	191	214
Commitments and Contingencies
Stockholders’ Equity
Treasury stock, at cost	(4,744)	(4,494)
Additional paid-in capital	253	257
Retained earnings	8,335	8,091
Accumulated other comprehensive income (loss), net	(302)	(328)
Total Celanese Corporation stockholders’ equity	3,542	3,526
Noncontrolling interests	365	369
Total equity	3,907	3,895
Total liabilities and equity	10,756	10,909

Non-US GAAP Financial Measures and Supplemental Information

April 22, 2021

In this document, the terms the “Company,” “we” and “our” refer to Celanese Corporation and its subsidiaries on a consolidated basis.

Purpose

The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.

Presentation

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

Use of Non-US GAAP Financial Measures

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

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

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

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

Specific Measures Used

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

Definitions

Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company’s incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT.
Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.
Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests (“NCI”). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation.
Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company’s incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
Note: The income tax expense (benefit) on Certain Items (“Non-GAAP adjustments”) is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management’s assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. (“Mitsui”) related to our methanol joint venture, Fairway Methanol LLC (“Fairway”). We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company’s liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations.
Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company’s capital structure and credit quality assessment.
Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders’ equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

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

Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.
Cash dividends received from our equity investments.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders’ interests are shown as NCI. Beginning in 2014, this includes Fairway for which the Company’s ownership percentage is 50%. Amounts referred to as “attributable to Celanese Corporation” are net of any applicable NCI.

Results Unaudited

Table 1 Adjusted EBIT and Operating EBITDA – Reconciliation of Non-GAAP Measures – Unaudited

	Q1 ’21		2020		Q4 ’20		Q3 ’20		Q2 ’20		Q1 ’20
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	322		1,985		1,453		207		107		218
(Earnings) loss from discontinued operations	1		12		—		2		3		7
Interest income	(1	)	(6	)	(2	)	(1	)	(1	)	(2	)
Interest expense	25		109		26		28		27		28
Income tax provision (benefit)	85		247		117		30		35		65
Certain Items attributable to Celanese Corporation (Table 8)	50		(1,216	)	(1,294	)	24		28		26
Adjusted EBIT	482		1,131		300		290		199		342
Depreciation and amortization expense⁽¹⁾	88		344		87		88		86		83
Operating EBITDA	570		1,475		387		378		285		425

	Q1 ’21	2020	Q4 ’20	Q3 ’20	Q2 ’20	Q1 ’20
	(In $ millions)
Engineered Materials	2	5	2	1	—	2
Acetate Tow	—	—	—	—	—	—
Acetyl Chain	—	1	—	—	1	—
Other Activities⁽²⁾	—	—	—	—	—	—
Accelerated depreciation and amortization expense	2	6	2	1	1	2
Depreciation and amortization expense⁽¹⁾	88	344	87	88	86	83
Total depreciation and amortization expense	90	350	89	89	87	85

______________________________
⁽¹⁾	Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.
⁽²⁾	Other Activities includes corporate Selling, general and administrative (“SG&A”) expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

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

	Q1 ’21				2020				Q4 ’20				Q3 ’20				Q2 ’20				Q1 ’20
	(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials	130		20.2	%	235		11.3	%	62		10.8	%	84		16.0	%	(13	)	(3.1	)%	102		18.1%
Acetate Tow	16		13.4	%	118		22.7	%	30		22.4	%	30		23.3	%	31		24.4	%	27		20.9%
Acetyl Chain⁽¹⁾	251		23.8	%	563		17.9	%	186		20.4	%	121		15.6	%	121		18.3	%	135		16.9%
Other Activities⁽²⁾	(71	)			(252	)			(75	)			(51	)			(56	)			(70	)
Total	326		18.1	%	664		11.7	%	203		12.8	%	184		13.0	%	83		7.0	%	194		13.3%
Less: Net Earnings (Loss) Attributable to NCI⁽¹⁾	1				7				1				2				2				2
Operating Profit (Loss) Attributable to Celanese Corporation	325		18.1	%	657		11.6	%	202		12.7	%	182		12.9	%	81		6.8	%	192		13.2%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials	130		20.2	%	235		11.3	%	62		10.8	%	84		16.0	%	(13	)	(3.1	)%	102		18.1%
Acetate Tow	16		13.4	%	118		22.7	%	30		22.4	%	30		23.3	%	31		24.4	%	27		20.9%
Acetyl Chain⁽¹⁾	250		23.7	%	556		17.7	%	185		20.3	%	119		15.3	%	119		18.0	%	133		16.6%
Other Activities⁽²⁾	(71	)			(252	)			(75	)			(51	)			(56	)			(70	)
Total	325		18.1	%	657		11.6	%	202		12.7	%	182		12.9	%	81		6.8	%	192		13.2%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials	25				115				15				21				26				53
Acetate Tow	41				126				29				28				32				37
Acetyl Chain	2				5				2				2				—				1
Other Activities⁽²⁾	1				19				4				5				5				5
Total	69				265				50				56				63				96
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials	—				1				1				—				—				—
Acetate Tow	—				—				—				—				—				—
Acetyl Chain	—				—				—				—				—				—
Other Activities⁽²⁾	38				16				(67	)			28				27				28
Total	38				17				(66	)			28				27				28
Gain (Loss) On Sale of Investments in Affiliates
Engineered Materials	—				1,408				1,408				—				—				—
Acetate Tow	—				—				—				—				—				—
Acetyl Chain	—				—				—				—				—				—
Other Activities⁽²⁾	—				—				—				—				—				—
Total	—				1,408				1,408				—				—				—
Certain Items Attributable to Celanese Corporation^{(Table 8)}
Engineered Materials	5				(1,356	)			(1,404	)			11				27				10
Acetate Tow	4				5				—				1				1				3
Acetyl Chain	30				7				—				5				(3	)			5
Other Activities⁽²⁾	11				128				110				7				3				8
Total	50				(1,216	)			(1,294	)			24				28				26

___________________________
⁽¹⁾	Net earnings (loss) attributable to NCI is included within the Acetyl Chain segment.
⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).


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

	Q1 ’21				2020				Q4 ’20				Q3 ’20				Q2 ’20				Q1 ’20
	(In $ millions, except percentages)
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	160		24.8	%	403		19.4	%	82		14.3	%	116		22.1	%	40		9.5	%	165		29.3	%
Acetate Tow	61		51.3	%	249		48.0	%	59		44.0	%	59		45.7	%	64		50.4	%	67		51.9	%
Acetyl Chain	282		26.7	%	568		18.0	%	187		20.5	%	126		16.2	%	116		17.5	%	139		17.4	%
Other Activities⁽²⁾	(21	)			(89	)			(28	)			(11	)			(21	)			(29	)
Total	482		26.8	%	1,131		20.0	%	300		18.9	%	290		20.6	%	199		16.7	%	342		23.4	%
Depreciation and Amortization Expense⁽¹⁾
Engineered Materials	33				129				32				33				32				32
Acetate Tow	10				36				10				9				9				8
Acetyl Chain	41				162				41				41				41				39
Other Activities⁽²⁾	4				17				4				5				4				4
Total	88				344				87				88				86				83
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	193		29.9	%	532		25.6	%	114		19.9	%	149		28.3	%	72		17.1	%	197		35.0	%
Acetate Tow	71		59.7	%	285		54.9	%	69		51.5	%	68		52.7	%	73		57.5	%	75		58.1	%
Acetyl Chain	323		30.6	%	730		23.2	%	228		25.1	%	167		21.5	%	157		23.7	%	178		22.3	%
Other Activities⁽²⁾	(17	)			(72	)			(24	)			(6	)			(17	)			(25	)
Total	570		31.7	%	1,475		26.1	%	387		24.3	%	378		26.8	%	285		23.9	%	425		29.1	%

___________________________
⁽¹⁾	Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.
⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).


Table 3 Adjusted Earnings (Loss) per Share – Reconciliation of a Non-GAAP Measure – Unaudited

	Q1 ’21			2020			Q4 ’20			Q3 ’20			Q2 ’20			Q1 ’20
			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	323		2.83	1,997		16.85	1,453		12.50	209		1.76	110		0.93	225		1.88
Income tax provision (benefit)	85			247			117			30			35			65
Earnings (loss) from continuing operations before tax	408			2,244			1,570			239			145			290
Certain Items attributable to Celanese Corporation^{(Table 8)}	50			(1,216	)		(1,294	)		24			28			26
Refinancing and related expenses	—			—			—			—			—			—
Adjusted earnings (loss) from continuing operations before tax	458			1,028			276			263			173			316
Income tax (provision) benefit on adjusted earnings⁽¹⁾	(64	)		(123	)		(33	)		(32	)		(18	)		(41	)
Adjusted earnings (loss) from continuing operations⁽²⁾	394		3.46	905		7.64	243		2.09	231		1.95	155		1.30	275		2.29
	Diluted shares (in millions)⁽³⁾
Weighted average shares outstanding	113.5			117.8			115.7			118.0			118.3			119.3
Incremental shares attributable to equity awards	0.5			0.7			0.6			0.6			0.5			0.6
Total diluted shares	114.0			118.5			116.3			118.6			118.8			119.9

______________________________
⁽¹⁾	Calculated using adjusted effective tax rates (Table 3a) as follows:


	Q1 ’21	2020	Q4 ’20	Q3 ’20	Q2 ’20	Q1 ’20
	(In percentages)
Adjusted effective tax rate	14	12	12	12	10	13

⁽²⁾	Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.

	Actual Plan Asset Returns	Expected Plan Asset Returns
	(In percentages)
2020	12.4	6.5

⁽³⁾	Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.


Table 3a Adjusted Tax Rate – Reconciliation of a Non-GAAP Measure – Unaudited

	Estimated		Actual
	2021		2020
	(In percentages)
US GAAP annual effective tax rate	17		11
Discrete quarterly recognition of GAAP items⁽¹⁾	(1	)	12
Tax impact of other charges and adjustments⁽²⁾	(2	)	(9	)
Utilization of foreign tax credits	(1	)	(3	)
Changes in valuation allowances, excluding impact of other charges and adjustments⁽³⁾	1		—
Other⁽⁴⁾	—		1
Adjusted tax rate	14		12

______________________________
Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results.
⁽¹⁾	Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
⁽²⁾	Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.
⁽³⁾	Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
⁽⁴⁾	Tax impacts related to full-year forecasted tax opportunities and related costs.


Table 4 Net Sales by Segment – Unaudited

	Q1 ’21		2020		Q4 ’20		Q3 ’20		Q2 ’20		Q1 ’20
	(In $ millions)
Engineered Materials	645		2,081		572		526		420		563
Acetate Tow	119		519		134		129		127		129
Acetyl Chain	1,056		3,147		910		776		662		799
Intersegment eliminations⁽¹⁾	(22	)	(92	)	(25	)	(20	)	(16	)	(31	)
Net sales	1,798		5,655		1,591		1,411		1,193		1,460

___________________________
⁽¹⁾	Includes intersegment sales primarily related to the Acetyl Chain.


Table 4a Factors Affecting Segment Net Sales Sequentially – Unaudited

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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	6		6		1	—	13
Acetate Tow	(10	)	(1	)	—	—	(11	)
Acetyl Chain	(7	)	23		—	—	16

Total Company	(3	)	15		1	—	13


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

	Volume	Price		Currency	Other	Total
	(In percentages)
Engineered Materials	7	—		2	—	9
Acetate Tow	4	(1	)	—	—	3
Acetyl Chain	6	10		1	—	17

Total Company	7	5		1	—	13


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

	Volume	Price		Currency	Other		Total
	(In percentages)
Engineered Materials	27	(6	)	4	—		25
Acetate Tow	1	1		1	—		3
Acetyl Chain	18	(2	)	1	—		17

Total Company	20	(3	)	2	(1	)	18


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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	(25	)	—		—	—	(25	)
Acetate Tow	(3	)	1		—	—	(2	)
Acetyl Chain	(6	)	(11	)	—	—	(17	)	⁽¹⁾

Total Company	(13	)	(6	)	—	1	(18	)


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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	4		—		—	—	4
Acetate Tow	(9	)	(4	)	—	—	(13	)
Acetyl Chain	5		(1	)	—	—	4

Total Company	3		(1	)	—	—	2

________________________
⁽¹⁾	2020 includes the effect of the acquisition of the Elotex® brand.


Table 4b Factors Affecting Segment Net Sales Year Over Year – Unaudited

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

	Volume		Price	Currency	Other	Total
	(In percentages)
Engineered Materials	7		2	6	—	15
Acetate Tow	(8	)	—	—	—	(8	)
Acetyl Chain	5		25	2	—	32

Total Company	5		14	4	—	23


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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	6		(4	)	4	—	6
Acetate Tow	(7	)	(3	)	1	—	(9	)
Acetyl Chain	19		(3	)	2	—	18

Total Company	12		(4	)	3	—	11


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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	(10	)	(3	)	2	—	(11	)
Acetate Tow	(15	)	(3	)	—	—	(18	)
Acetyl Chain	(1	)	(11	)	1	—	(11	)

Total Company	(6	)	(7	)	1	1	(11	)


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

	Volume		Price		Currency		Other	Total
	(In percentages)
Engineered Materials	(27	)	(1	)	(1	)	—	(29	)
Acetate Tow	(18	)	(5	)	—		—	(23	)
Acetyl Chain	(14	)	(8	)	(1	)	—	(23	)

Total Company	(20	)	(5	)	(1	)	1	(25	)


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

	Volume		Price		Currency		Other	Total
	(In percentages)
Engineered Materials	(9	)	(5	)	(1	)	—	(15	)
Acetate Tow	(17	)	(5	)	—		—	(22	)
Acetyl Chain	(3	)	(7	)	(1	)	1	(10	)

Total Company	(7	)	(6	)	(1	)	1	(13	)


Table 4c Factors Affecting Segment Net Sales Year Over Year – Unaudited

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

	Volume		Price		Currency	Other	Total
	(In percentages)
Engineered Materials	(11	)	(3	)	1	—	(13	)
Acetate Tow	(14	)	(4	)	—	—	(18	)
Acetyl Chain	—		(8	)	1	—	(7	)

Total Company	(5	)	(6	)	—	1	(10	)


Table 5 Free Cash Flow – Reconciliation of a Non-GAAP Measure – Unaudited

	Q1 ’21		2020		Q4 ’20		Q3 ’20		Q2 ’20		Q1 ’20
	(In $ millions, except percentages)
Net cash provided by (used in) investing activities	98		592		979		(78	)	(181	)	(128	)
Net cash provided by (used in) financing activities	(371	)	(1,471	)	(933	)	(290	)	(232	)	(16	)

Net cash provided by (used in) operating activities	116		1,343		274		431		379		259
Capital expenditures on property, plant and equipment	(92	)	(364	)	(85	)	(72	)	(88	)	(119	)
Distributions to NCI	(5	)	(29	)	(8	)	(8	)	(8	)	(5	)
Free cash flow⁽¹⁾⁽²⁾	19		950		181		351		283		135

Net sales	1,798		5,655		1,591		1,411		1,193		1,460

Free cash flow as % of Net sales	1.1	%	16.8	%	11.4	%	24.9	%	23.7	%	9.2	%

______________________________
⁽¹⁾	Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions or distributions to Mitsui related to our joint venture, Fairway.
⁽²⁾	Excludes required debt service and finance lease payments of $30 million and $26 million for the years ended December 31, 2021 and 2020, respectively.


Table 6 Cash Dividends Received – Unaudited

	Q1 ’21	2020	Q4 ’20	Q3 ’20	Q2 ’20	Q1 ’20
	(In $ millions)
Dividends from equity method investments	35	147	36	6	59	46
Dividends from equity investments without readily determinable fair values	42	126	28	29	32	37
Total	77	273	64	35	91	83


Table 7 Net Debt – Reconciliation of a Non-GAAP Measure – Unaudited

	Q1 ’21		2020		Q4 ’20		Q3 ’20		Q2 ’20		Q1 ’20
	(In $ millions)
Short-term borrowings and current installments of long-term debt – third party and affiliates	497		496		496		958		1,045		749
Long-term debt, net of unamortized deferred financing costs	3,135		3,227		3,227		3,140		2,989		3,356
Total debt	3,632		3,723		3,723		4,098		4,034		4,105
Cash and cash equivalents	(791	)	(955	)	(955	)	(615	)	(539	)	(570	)
Net debt	2,841		2,768		2,768		3,483		3,495		3,535


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 ’21		2020		Q4 ’20		Q3 ’20		Q2 ’20		Q1 ’20	Income Statement Classification
	(In $ millions)
Plant/office closures	(5	)	10		7		4		(4	)	3	Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net
Asset impairments	1		31		—		2		25		4	Cost of sales / Other (charges) gains, net
Clear Lake incident	—		4		—		—		—		4	Cost of sales
COVID-19	—		5		2		1		1		1	Cost of sales / SG&A
Mergers, acquisitions and dispositions	—		22		5		7		3		7	Cost of sales / SG&A
Impact from natural disasters	41		—		—		—		—		—	Cost of sales
Actuarial (gain) loss on pension and postretirement plans	—		95		95		—		—		—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Restructuring	3		25		5		11		2		7	SG&A / Other (charges) gains, net / Non-operating pension and other postretirement employee benefit (expense) income
European Commission investigation	—		2		—		—		2		—	Other (charges) gains, net
Commercial disputes	9		(1	)	—		—		(1	)	—	Cost of sales / SG&A / Other (charges) gains, net
(Gain) loss on sale of investments in affiliates	—		(1,408	)	(1,408	)	—		—		—	Gain (loss) on sale of investments in affiliates
Other	1		(1	)	—		(1	)	—		—	SG&A / Gain (loss) on disposition of businesses and assets, net
Certain Items attributable to Celanese Corporation	50		(1,216	)	(1,294	)	24		28		26


Table 9 Return on Invested Capital (Adjusted) – Presentation of a Non-GAAP Measure – Unaudited

			2020
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			1,985

Adjusted EBIT^{(Table 1)}			1,131
Adjusted effective tax rate (Table 3a)			12	%
Adjusted EBIT tax effected			995

	2020	2019	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt – third parties and affiliates	496	496	496
Long-term debt, net of unamortized deferred financing costs	3,227	3,409	3,318
Celanese Corporation stockholders’ equity	3,526	2,507	3,017
Invested capital			6,831

Return on invested capital (adjusted)			14.6	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			29.1	%

View source version on businesswire.com: https://www.businesswire.com/news/home/20210422006083/en/

Investor Relations

Brandon Ayache

Phone: +1 972 443 8509

[email protected]

Media – U.S.

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Phone: +1 972 443 3750

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Media – Europe

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KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Chemicals/Plastics Other Manufacturing Manufacturing

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April 22, 2021 4:26 pm

Live Nation Entertainment Schedules First Quarter 2021 Earnings Release And Teleconference

PR Newswire

LOS ANGELES, April 22, 2021 /PRNewswire/ — Live Nation Entertainment, Inc. (NYSE: LYV), the world’s leading live entertainment company, will release its first quarter 2021 financial results after market hours on Thursday, May 6, 2021. Michael Rapino, Live Nation Entertainment’s President and Chief Executive Officer, will host a teleconference that day at 2:00 p.m. PT (5:00 p.m. ET) to discuss the company’s financial performance, operational outlook, and other forward-looking matters.

A live webcast of the call will be accessible from the “News / Events” section of the company’s website at investors.livenationentertainment.com. Supplemental statistical and financial information to be provided on the call, if any, will be posted to the “Financial Information” section of the website.

About Live Nation Entertainment
Live Nation Entertainment (NYSE: LYV) is the world’s leading live entertainment company comprised of global market leaders: Ticketmaster, Live Nation Concerts and Live Nation Media & Sponsorship. For additional information, visit www.livenationentertainment.com.

View original content to download multimedia:http://www.prnewswire.com/news-releases/live-nation-entertainment-schedules-first-quarter-2021-earnings-release-and-teleconference-301275448.html

SOURCE Live Nation Entertainment

April 22, 2021 4:23 pm

SVB Financial Group Announces Availability Of Quarterly Financial Results

PR Newswire

SANTA CLARA, Calif., April 22, 2021 /PRNewswire/ — SVB Financial Group (NASDAQ: SIVB) has released its financial results for the quarter ended March 31, 2021. Please visit SVB’s Investor Relations website at http://ir.svb.com to view the earnings release, and summary earnings letter and presentation.

Conference call: The Company will host a conference call at 3:00 p.m. Pacific Time today to discuss the results.

Dial-in information: (833) 494-1484 or (236) 714-2618, Confirmation 4158465

Audio webcast: A live audio webcast of the call can be accessed via SVB’s investor relations website at http://ir.svb.com

Replay: An audio replay of the call will be available at http://ir.svb.com for 12 months beginning April 22, 2021.

About SVB Financial Group

For 35 years, SVB Financial Group (NASDAQ: SIVB) and its subsidiaries have helped innovative companies and their investors move bold ideas forward, fast. SVB Financial Group’s businesses, including Silicon Valley Bank, offer commercial, investment and private banking, asset management, private wealth management, brokerage and investment services and funds management services to companies in the technology, life science and healthcare, private equity and venture capital, and premium wine industries. Headquartered in Santa Clara, California, SVB Financial Group operates in centers of innovation around the world. Learn more at www.svb.com. [SIVB-F]

SVB Financial Group is the holding company for all business units and groups © 2021 SVB Financial Group. All rights reserved. SVB, SVB FINANCIAL GROUP, SILICON VALLEY BANK, SVB LEERINK, MAKE NEXT HAPPEN NOW and the chevron device are trademarks of SVB Financial Group, used under license. Silicon Valley Bank is a member of the FDIC and the Federal Reserve System. Silicon Valley Bank is the California bank subsidiary of SVB Financial Group.

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SOURCE SVB Financial Group

April 22, 2021 4:23 pm

FirstEnergy Announces First Quarter 2021 Financial Results

Affirms Guidance, Provides Second Quarter 2021 Guidance

PR Newswire

AKRON, Ohio, April 22, 2021 /PRNewswire/ — FirstEnergy Corp. (NYSE: FE) today reported first quarter 2021 GAAP earnings of $335 million, or $0.62 per basic and diluted share of common stock, on revenue of $2.7 billion. In the first quarter of 2020, the company reported GAAP earnings of $74 million, or $0.14 cents per basic and diluted share of common stock, on revenue of $2.7 billion. Results for both periods include the impact of special items listed below.

Operating (non-GAAP) earnings* for the first quarter of 2021 were $0.69 per share, $0.02 per share above the midpoint of the company’s quarterly earnings guidance. In the first quarter of 2020, operating (non-GAAP) earnings were $0.66 per share.

“Our solid first quarter results reflect the continued success of our strategies to modernize and enhance our distribution and transmission systems for the benefit of our customers and communities,” said Steven E. Strah, FirstEnergy president and chief executive officer. “We are focused on unlocking opportunities to enhance our company for the benefit of all stakeholders. This includes executing FE Forward, our transformational effort to capitalize on our potential, deliver long-term value, and achieve near-term financial flexibility.”

For the second quarter of 2021, FirstEnergy is providing a GAAP and operating (non-GAAP) earnings forecast range of $260 million to $315 million, or $0.48 to $0.58 per share based on 544 million shares outstanding.

In addition, FirstEnergy is updating its full-year 2021 GAAP earnings forecast range to $1,270 million to $1,380 million, or $2.33 to $2.53 per share based on 544 million shares outstanding. The company is affirming its full-year 2021 operating (non-GAAP) earnings guidance of $2.40 to $2.60 per share.

First Quarter Results

In FirstEnergy’s Regulated Distribution business, first quarter 2021 operating results increased due to higher residential usage, including a positive impact from weather compared to the same period of 2020, benefits from investment-related riders, and the implementation of the base distribution rate case in New Jersey, partially offset by the absence of Ohio decoupling and lost distribution revenues.

Total distribution deliveries increased 3.2% compared to the first quarter of 2020. Residential sales increased 12.8%, driven by a 14% increase in heating degree days compared to the first quarter of 2020, as well as the continued impact of customers spending more time at home. Commercial deliveries decreased 3.0%, while sales to industrial customers decreased 2.1%.

In the Regulated Transmission business, first quarter 2021 operating results decreased due to higher net financing costs associated with higher short-term borrowings, partially offset by the impact of transmission investments associated with the company’s ongoing Energizing the Future transmission program.

In Corporate/Other, lower operating expenses were offset by higher interest and higher pension and other post-employment benefit expenses.

*Consolidated GAAP Earnings Per Share (EPS) to Operating (Non-GAAP) EPS Reconciliation**
		First Quarter		2021 Estimates
		2021	2020	Second Quarter	Full Year
Net Income (GAAP) – $M		$335	$74	$260 – $315	$1,270 – $1,380
Basic EPS (GAAP)		$0.62	$0.14	$0.48 – $0.58	$ 2.33 – $2.53
Excluding Special Items*:
	Mark-to-market adjustments –
	Pension/OPEB actuarial assumptions	—	0.59	—	—
	Regulatory charges	0.04	0.01	—	0.04
	Investigation and other related costs	0.03	—	—	0.03
	Exit of generation credits	—	(0.08)	—	—
	Total Special Items*	0.07	0.52	—	0.07
Operating EPS (Non-GAAP)		$0.69	$0.66	$0.48 – $0.58	$2.40 – $2.60
Per share amounts for the special items above are based on the after-tax effect of each item divided by the number of shares outstanding for the period. The current and deferred income tax effect was calculated by applying the subsidiaries’ statutory tax rate to the pre-tax amount if deductible/taxable. The income tax rates range from 21% to 29%. Basic EPS (GAAP) and Operating EPS (Non-GAAP) is based on 543 million and 541 million shares for the First Quarters of 2021 and 2020, respectively, and 544 million shares for the Second Quarter and Full Year 2021.

Non-GAAP financial measures

* Operating earnings (loss) excludes “special items” as described below, and is a non-GAAP financial measure. Special items represent charges incurred or benefits realized that management believes are not indicative of, or may obscure trends useful in evaluating the Company’s ongoing core activities and results of operations or otherwise warrant separate classification. Special items are not necessarily non-recurring. Management uses Operating earnings (loss) and Operating earnings (loss) per share to evaluate the Company’s performance and manage its operations and frequently references these non-GAAP financial measures in its decision making, using them to facilitate historical and ongoing performance comparisons. Additionally, management uses Operating earnings (loss) per share by segment to further evaluate the Company’s performance by segment and references this non-GAAP financial measure in its decision making.

Operating earnings (loss) per share and Operating earnings (loss) per share for each segment is calculated by dividing Operating earnings (loss), which excludes special items as discussed herein, for the periods presented by the number of shares outstanding. Basic EPS (GAAP) and Operating EPS (Non-GAAP) is based on 543 million shares in the first quarter of 2021, 541 million shares for the first quarter of 2020, and 544 million shares for the second quarter and full year of 2021. Management believes that the non-GAAP financial measures of Operating earnings (loss) and Operating earnings (loss) per share and Operating earnings (loss) per share by segment provide consistent and comparable measures of performance of its businesses on an ongoing basis. Management also believes that such measures are useful to shareholders and other interested parties to understand performance trends and evaluate the Company against its peer group by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or across the Company’s peer group. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP). These non-GAAP financial measures are intended to complement, and are not considered as alternatives to, the most directly comparable GAAP financial measures. Also, the non-GAAP financial measures may not be comparable to similarly titled measures used by other entities. Pursuant to the requirements of Regulation G, FirstEnergy has provided, where possible without unreasonable effort, quantitative reconciliations within this presentation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Investor Materials and Teleconference

FirstEnergy’s Strategic and Financial Highlights and Investor Factbook are posted on the company’s Investor Information website – www.firstenergycorp.com/ir. To access the report, click on the First Quarter 2021 Financial Results link.

The company invites investors, customers and other interested parties to listen to a live webcast of its teleconference for financial analysts and view presentation slides at 10:00 a.m. EDT tomorrow. FirstEnergy management will present an overview of the company’s financial results, followed by a question-and-answer session. The teleconference and presentation can be accessed on the website by selecting the First Quarter 2021 Earnings Webcast link. The webcast and presentation will be archived on the website.

FirstEnergy is dedicated to integrity, safety, reliability and operational excellence. Its 10 electric distribution companies form one of the nation’s largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. The company’s transmission subsidiaries operate approximately 24,000 miles of transmission lines that connect the Midwest and Mid-Atlantic regions. Follow FirstEnergy on Twitter @FirstEnergyCorp or online at www.firstenergycorp.com.

Forward-Looking Statements:
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 based on information currently available to management. Such statements are subject to certain risks and uncertainties and readers are cautioned not to place undue reliance on these forward-looking statements. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “intend,” “believe,” “project,” “estimate,” “plan” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: the effectiveness of our ongoing discussions with the U.S. Attorney’s Office of the S.D. Ohio to resolve its investigation with respect to us; the results of the internal investigation and evaluation of our controls framework and remediation of our material weakness in internal control over financial reporting; the risks and uncertainties associated with government investigations regarding Ohio House Bill 6 and related matters including potential adverse impacts on federal or state regulatory matters including, but not limited to, matters relating to rates; the potential of non-compliance with debt covenants in our credit facilities due to matters associated with the government investigations regarding Ohio House Bill 6 and related matters; the risks and uncertainties associated with litigation, arbitration, mediation and similar proceedings; legislative and regulatory developments, including, but not limited to, matters related to rates, compliance and enforcement activity; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, maintaining financial flexibility, overcoming current uncertainties and challenges associated with the ongoing government investigations, executing our transmission and distribution investment plans, greenhouse gas reduction goals, controlling costs, improving our credit metrics, strengthening our balance sheet and growing earnings; economic and weather conditions affecting future operating results, such as a recession, significant weather events and other natural disasters, and associated regulatory events or actions in response to such conditions; mitigating exposure for remedial activities associated with retired and formerly owned electric generation assets; the ability to access the public securities and other capital and credit markets in accordance with our financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us, including the increasing number of financial institutions evaluating the impact of climate change on their investment decisions; the extent and duration of COVID-19 and the impacts to our business, operations and financial condition resulting from the outbreak of COVID-19 including, but not limited to, disruption of businesses in our territories, volatile capital and credit markets, legislative and regulatory actions, including the vaccine’s efficacy and the effectiveness of its distribution; the effectiveness of our pandemic and business continuity plans, the precautionary measures we are taking on behalf of our customers, contractors and employees, our customers’ ability to make their utility payment and the potential for supply-chain disruptions; actions that may be taken by credit rating agencies that could negatively affect either our access to or terms of financing or our financial condition and liquidity; changes in assumptions regarding economic conditions within our territories, the reliability of our transmission and distribution system, or the availability of capital or other resources supporting identified transmission and distribution investment opportunities; changes in customers’ demand for power, including, but not limited to, the impact of climate change or energy efficiency and peak demand reduction mandates; changes in national and regional economic conditions affecting us and/or our major industrial and commercial customers or others with which we do business; the risks associated with cyber-attacks and other disruptions to our information technology system, which may compromise our operations, and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information; the ability to comply with applicable reliability standards and energy efficiency and peak demand reduction mandates; changes to environmental laws and regulations, including, but not limited to, those related to climate change; changing market conditions affecting the measurement of certain liabilities and the value of assets held in our pension trusts and other trust funds, or causing us to make contributions sooner, or in amounts that are larger, than currently anticipated; labor disruptions by our unionized workforce; changes to significant accounting policies; any changes in tax laws or regulations, or adverse tax audit results or rulings; and the risks and other factors discussed from time to time in our SEC filings. Dividends declared from time to time on FirstEnergy Corp.’s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy Corp.’s Board of Directors at the time of the actual declarations. A security rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. These forward-looking statements are also qualified by, and should be read together with, the risk factors included in FirstEnergy Corp.’s filings with the SEC, including but not limited to the most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing review of factors also should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy Corp.’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy Corp. expressly disclaims any obligation to update or revise, except as required by law, any forward-looking statements contained herein or in the information incorporated by reference as a result of new information, future events or otherwise.

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SOURCE FirstEnergy Corp.

April 22, 2021 4:23 pm

Energy Transfer Announces Quarterly Cash Distribution and Earnings Release and Earnings Call Dates

Energy Transfer Announces Quarterly Cash Distribution and Earnings Release and Earnings Call Dates

DALLAS–(BUSINESS WIRE)–Energy Transfer LP (NYSE: ET) today announced a quarterly cash distribution of $0.1525 per ET common unit ($0.61 on an annualized basis) for the first quarter ended March 31, 2021. The announced quarterly distribution is consistent with the distribution for the fourth quarter of 2020 and will be paid on May 19, 2021 to unitholders of record as of the close of business on May 11, 2021.

First Quarter 2021 Earnings Release and Conference Call

In addition, Energy Transfer plans to release earnings for the first quarter 2021 on Thursday, May 6, 2021, after the market closes. The company will conduct a conference call on Thursday, May 6, 2021 at 4:00 p.m. Central Time/5:00 p.m. Eastern Time to discuss quarterly results and provide a company update. The conference call will be broadcast live via an internet webcast, which can be accessed on Energy Transfer’s website at energytransfer.com. The call will also be available for replay on Energy Transfer’s website for a limited time.

Energy Transfer LP (NYSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with a strategic footprint in all of the major domestic production basins. ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (NGL) and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets. ET also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and the general partner interests and 46.1 million common units of USA Compression Partners, LP (NYSE: USAC). For more information, visit the Energy Transfer website at energytransfer.com.

Forward Looking Statements

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. In addition to the risks and uncertainties previously disclosed, the Partnership has also been, or may in the future be, impacted by new or heightened risks related to the COVID-19 pandemic, and we cannot predict the length and ultimate impact of those risks. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

This release serves as qualified notice to nominees as provided for under Treasury Regulation section 1.1446-4(b)(4) and (d). Please note that 100 percent of Energy Transfer LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Energy Transfer LP’s distributions to foreign investors are subject to federal tax withholding at the highest applicable effective tax rate. Nominees, and not Energy Transfer LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

The information contained in this press release is available on our website at energytransfer.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210422005981/en/

Investor Relations:

Bill Baerg

Brent Ratliff

Lyndsay Hannah

214-981-0795

Media Relations:

Vicki Granado

214-840-5820

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

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April 22, 2021 4:20 pm

Harris Williams Advises Canadian Hospital Specialties, Ltd. on its Sale to Flexpoint Ford, LLC

Harris Williams Advises Canadian Hospital Specialties, Ltd. on its Sale to Flexpoint Ford, LLC

RICHMOND, Va.–(BUSINESS WIRE)–Harris Williams, a global investment bank specializing in M&A advisory services, announces it advised Canadian Hospital Specialties, Ltd. (CHS), a portfolio company of Cortec Group Fund V, L.P. (Cortec), on its sale to Flexpoint Ford, LLC (Flexpoint Ford). CHS is a leading manufacturer, marketer and distributor of single-use and other medical products to Canadian healthcare facilities. The transaction was led by Paul Hepper, Cheairs Porter, Charles Busch and Bethel Hailemichael of the Harris Williams Healthcare & Life Sciences (HCLS) Group and Graham Gillam of the firm’s Specialty Distribution Group.

“CHS is a critical link in Canada’s healthcare supply chain. The company provides its global vendor partners with unmatched access across the Canadian healthcare market and delivers solutions for complex healthcare challenges faced by clinical end users,” said Cheairs Porter, a managing director at Harris Williams. “CHS has thrived under Cortec’s ownership and we look forward to seeing what CHS accomplishes in partnership with Flexpoint Ford.”

“We continue to see very strong investment activity in the healthcare distribution sector, especially for businesses that have played essential roles throughout the COVID-19 pandemic, further validating the role of world-class distributors in complex ecosystems and their value propositions,” said Graham Gillam, a director at Harris Williams. “Market leaders that provide value-added solutions, like CHS, will continue to attract significant interest from investors that are looking for truly differentiated business models.”

“We chose Harris Williams for its deep sector knowledge across both healthcare and distribution. The Harris Williams team’s experience, ability to articulate the CHS story and exemplary work ethic resulted in a superior outcome for the company’s shareholders. Harris Williams exceeded our very high expectations,” said Michael Najjar, a Managing Partner at Cortec.

CHS, established in 1967, is a privately held company located in Oakville, Ontario that serves customers in the acute hospital and non-acute healthcare space in Canada and internationally. CHS provides self-manufactured products (Med-RX brand) and third-party represented products across categories including respiratory, anesthesia, perfusion, interventional, biopsy, drainage, diagnostic imaging, pharmacy and general medical. The Med-RX line is produced in Oakville, Ontario and is predominantly single use, disposable trays and kits used in a variety of procedures such as IV starts, feeding, biopsy and thoracic drainage. All products are serviced out of three distribution facilities located in Oakville, Ontario and Vancouver, British Columbia.

Founded in 1984, Cortec invests in market-leading, middle market specialty consumer, distribution, healthcare, and specialty services and products businesses in partnership with entrepreneurs, families and management teams who want to work with Cortec to drive growth and improve business fundamentals.

Flexpoint Ford is a private equity investment firm that has raised more than $4.3 billion in capital and specializes in privately negotiated investments in the financial services and healthcare industries. Since the firm’s formation in 2005, Flexpoint Ford has completed investments in more than 30 companies across a broad range of investment sizes, structures and asset classes. Flexpoint Ford is headquartered in Chicago with additional offices in New York.

Harris Williams, an investment bank specializing in M&A advisory services, advocates for sellers and buyers of companies worldwide through critical milestones and provides thoughtful advice during the lives of their businesses. By collaborating as one firm across Industry Groups and geographies, the firm helps its clients achieve outcomes that support their objectives and strategically create value. Harris Williams is committed to execution excellence and to building enduring, valued relationships that are based on mutual trust. Harris Williams is a subsidiary of the PNC Financial Services Group, Inc. (NYSE: PNC).

The Harris Williams HCLS Group has experience across a broad range of sectors, including healthcare providers; payors and payor services; outsourced pharmaceutical services; medical device supply chain; healthcare IT; and pharmacy. For more information on the HCLS Group and other recent transactions, visit the HCLS Group’s section of the Harris Williams website.

Harris Williams’ Specialty Distribution Group has experience across a variety of sectors, including automotive and heavy duty aftermarket; building products; consumer; electrical and communications; foodservice; healthcare; industrial; and technology. For more information on the firm’s Specialty Distribution Group, visit the Specialty Distribution Group’s section of the Harris Williams website.

Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 8th Floor, 20 Farringdon Street, London EC4A 4AB, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany (email address: [email protected]). Geschäftsführer/Directors: Jeffery H. Perkins, Paul Poggi. (VAT No. DE321666994). Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210422006095/en/

For media inquiries, please contact Julia Moore at [email protected].

KEYWORDS: New York Virginia United States North America Canada

INDUSTRY KEYWORDS: Medical Supplies Finance General Health Health Medical Devices Banking Hospitals Professional Services

MEDIA:

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April 22, 2021 4:20 pm

Adverum Files Investor Presentation Highlighting Significant Strategic Progress and Purpose-Built Board to Oversee Stockholder Value Creation

Urges Stockholders to Vote the WHITE Proxy Card “FOR” ALL of Adverum’s Three Highly Qualified, Diverse and Independent Directors: Dawn Svoronos, Reed V. Tuckson, M.D. and Thomas Woiwode, Ph.D.

REDWOOD CITY, Calif., April 22, 2021 (GLOBE NEWSWIRE) — Adverum Biotechnologies, Inc. (Nasdaq: ADVM), a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases, today announced that it has filed a new investor presentation with the U.S. Securities and Exchange Commission in connection with its 2021 Annual Meeting of Stockholders (“Annual Meeting”). The presentation is available at https://investors.adverum.com/shareholder-services/annual-meeting.

Highlights of the presentation include:

Adverum is achieving important clinical and operational milestones as it accelerates towards commercialization of ADVM-022, while also creating significant stockholder value
- ADVM-022 has a best-in-class profile based on a single in-office intravitreal injection, including robust treatment response, long-term durability and a favorable safety profile, with the potential to transform the current standard of care in wet age-related macular degeneration (Wet AMD)
- Positive FDA interactions have accelerated the Wet AMD development timeline by over one year with a clear path to Biologics License Application submission in 2024
- Adverum is building manufacturing capabilities, including a new Good Manufacturing Practices facility, expected to be production-ready by the end of 2023
- Adverum has delivered five, three and two-year total stockholder return of 91%, 70% and 88% respectively, significantly outperforming gene therapy peers. One-year total stockholder returns are roughly in-line with gene therapy peers¹
- Adverum is led by a refreshed and seasoned management team with a history of strong execution and blockbuster product launches

The Adverum Board is refreshed, diverse and independent, with directors who bring unique and critical expertise to support a successful commercial launch
- Adverum’s slate – Ms. Svoronos, Dr. Tuckson and Dr. Woiwode – is ideally qualified to advance and oversee Adverum’s next chapter, with significant experience in global commercialization, reimbursement policy, patient access as well as industry investment expertise and a track record of building gene therapy companies
- Seven new independent directors have been added in the last two years, two of whom were proposed by The Sonic Fund II, L.P. (“Sonic”)
- The Board is continuing its refreshment efforts and has already begun a process to name a new high-quality director with commercial gene therapy expertise in 2021
- The Board has consistently and constructively engaged with Sonic since 2019, providing significant access to Adverum’s Board and management team and insight into its strategic direction
Sonic’s self-serving attempt to control the Board risks operational execution and is not in the best interests of Adverum stockholders
- Sonic’s nominees would diminish the diversity and the needed skills and experience of the current Board and there is no reason to believe they would enhance Adverum’s efforts to commercialize ADVM-022 and deliver global access to Adverum’s vision-saving gene therapy
- Not only would the resulting loss of Ms. Svoronos, Dr. Tuckson and Dr. Woiwode from the Adverum Board significantly harm stockholder value, Adverum strongly believes that the Board’s current process to identify a new director with commercial gene therapy experience is superior to relying solely on input from one stockholder who is trying to control the Board
- Sonic has not articulated a coherent plan that would advance Adverum’s mission and instead has merely launched deceptive, baseless claims and proclaimed its apparent desire to reunite a leadership team that led the failed Avalanche Biotechnologies, one of the two companies that merged in 2016 to form Adverum
- Sonic’s campaign is a distraction for Adverum at a time when Adverum and its resources are better spent on clinical execution and advancing Adverum’s vision of bringing a transformative therapy to market

To ensure Adverum can continue its progress and build on its momentum, the Adverum Board of Directors unanimously recommends that stockholders vote the WHITE proxy card “FOR” ALL of Adverum’s three highly qualified directors standing for election – Dawn Svoronos, Reed V. Tuckson, M.D. and Thomas Woiwode, Ph.D – at the Annual Meeting, which will be held on May 12, 2021. Adverum stockholders of record at the close of business on April 14, 2021 are entitled to vote at the Annual Meeting.

Advisors

Cooley LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors, and Centerview Partners LLC is serving as financial advisor to Adverum.

About Adverum Biotechnologies

Adverum Biotechnologies (Nasdaq: ADVM) is a clinical-stage gene therapy company targeting unmet medical needs in serious ocular and rare diseases. Adverum is advancing the clinical development of its novel gene therapy candidate, ADVM-022, as a one-time, intravitreal injection for the treatment of patients with wet age-related macular degeneration and diabetic macular edema. For more information, please visit www.adverum.com.

Forward-looking Statements

Statements contained in this press release regarding the events or results that may occur in the future are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Adverum’s expectations that it will submit a Biologics License Application in 2024 and that its commercial facility in Durham, North Carolina is expected to be production-ready by the end of 2023. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include risks inherent to, without limitation: Adverum’s novel technology, which makes it difficult to predict the time and cost of product candidate development and obtaining regulatory approval; the results of early clinical trials not always being predictive of future results; the potential for future complications or side effects in connection with use of ADVM-022, and the possibility of unexpected delays in the completion of its commercial facility in Durham, North Carolina. Risks and uncertainties facing Adverum are described more fully in Adverum’s Annual Report on Form 10-K for the year ended December 31, 2020 and any subsequent filings with the SEC under the heading “Risk Factors.” All forward-looking statements contained in this press release speak only as of the date on which they were made. Adverum undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Important Information

Adverum Biotechnologies, Inc. (“Adverum”) has filed a definitive proxy statement and form of associated WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Adverum’s 2021 Annual Meeting (the “Proxy Statement”). Adverum, its directors and certain of its executive officers and employees will be participants in the solicitation of proxies from stockholders in respect of the 2021 Annual Meeting. Information regarding the names of Adverum’s directors, executive officers and employees and their respective interests in Adverum by security holdings or otherwise is set forth in the Proxy Statement. Details concerning the nominees of Adverum’s Board of Directors for election at the 2021 Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF ADVERUM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE ADVERUM’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders can obtain a copy of the Proxy Statement and other relevant documents filed by Adverum free of charge from the SEC’s website, www.sec.gov. Stockholders may also contact Innisfree M&A Incorporated with questions or requests for additional copies of the proxy materials by calling toll free at (877) 750-9496.

_____________________________

¹ FactSet as of March 31, 2021; Gene Therapy peers reflect median of Abeona, AGTC, Amicus, AVROBIO, Gensight, Homology, Krystal, MeiraGTx, Orchard, Passage Bio, REGENXBIO, Rocket, Sangamo, Solid Biosciences, uniQure and Voyager.

Investor Relations Contact

Myesha Lacy
Vice President, Investor Relations and Corporate Communications 
Adverum Biotechnologies, Inc.
T: 650-649-1257
E: [email protected]

Or

Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
T: 212-750-5833

Media Contact

Andrea Cohen
Sam Brown Inc.
T: 917-209-7163
E: [email protected]

Or

Dan Moore
Joele Frank, Wilkinson Brimmer Katcher
T: 212-355-4449