HistoSonics Announces $2.25B Acquisition by Consortium of Top-Tier Investors
HistoSonics, the developer of the Edison® Histotripsy System and novel histotripsy therapy platform, today announced a management-led majority stake acquisition by a syndicate of globally recognized private and public investors, including K5 Global, Bezos Expeditions, Wellington Management and other new and existing investors. The transaction values HistoSonics at approximately $2.25 billion and positions the company for accelerated growth of the Edison System across new clinical indications and global markets.
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HistoSonics Non-Invasive Edison Histotripsy System Image credit: HistoSonics
HistoSonics will continue to be led by President and Chief Executive Officer, Mike Blue, and his executive team. Mr. Blue will also assume the role of Chairman of the Board upon closing.
'Our relentless focus as a company has been speed, scale, and the urgency to offer patients a better option than any they have today,' said Mr. Blue. 'This new group of partners backs category-defining companies that transform entire industries. Their support gives us the firepower to accelerate our momentum, expand into new clinical indications, and reach even more patients around the world who urgently need our breakthrough therapy.'
HistoSonics plans to expand beyond its initial focus on liver tumors to kidney, pancreas, and prostate indications, with a long-term vision of histotripsy being used across a wide range of clinical applications throughout the body, treating both benign and malignant conditions.
'What stood out with HistoSonics wasn't just the technology, it was the speed and clarity with which the team turned a breakthrough into real clinical traction,' said Bryan Baum, Co-Founder and Managing Partner, K5 Global. 'Hospitals are continuing to order systems, patient demand is surging, and the clinical results speak for themselves. We partnered with HistoSonics because this is one of those rare moments where the science, the execution, and the opportunity all align, and we are here to ensure it reaches every hospital in the world.'
HistoSonics, founded in 2009, received FDA De Novo clearance in October 2023 and uses non-invasive focused ultrasound energy to mechanically destroy and liquify targeted tissue and tumors at a sub-cellular level and without the invasiveness or toxicity of traditional procedures.
To date, over 2,000 patients have been treated by the Edison system at over 50 leading U.S. medical centers, with another 50 planned system installations by year-end. Supported by extensive preclinical and clinical research across multiple organ systems, including liver, kidney, pancreas, prostate and others, the company is currently enrolling patients in clinical trials for liver tumors, kidney tumors (HOPE4KIDNEY Trial NCT05820087) and pancreas tumors (GANNON Trial NCT06282809), with plans to start others in the near future.
Additional participants in the transaction include top‑tier global investment firms, including Alpha JWC Ventures, alongside existing investors Alpha Wave Ventures, Venture Investors Health Fund, Lumira Ventures, Hatteras Venture Partners, Early Stage Partners, Amzak Health, HealthQuest Capital, Yonjin Venture, the State of Wisconsin Investment Board, the State of Michigan Retirement System, Johnson & Johnson through its corporate venture capital organization, Johnson & Johnson – JJDC, Inc. (JJDC), and others.
Citi served as financial advisor and Fox Rothschild served as legal advisor to HistoSonics. Morgan Stanley & Co. LLC served as financial advisor and Cooley, with assistance from Orrick, served as legal advisors to the investment syndicate. Wilson Sonsini Goodrich & Rosati served as legal advisor to Histosonics' existing major shareholders.
About HistoSonics
HistoSonics is a privately held medical device company developing a non-invasive platform and proprietary sonic beam therapy utilizing the science of histotripsy, a novel mechanism of action that uses focused ultrasound to mechanically destroy and liquify unwanted tissue and tumors. The company is currently focused on commercializing their Edison System in the US and select global markets for liver treatment while expanding histotripsy applications into other organs like kidney, pancreas, prostate, and others. HistoSonics has offices in Ann Arbor, MI and Minneapolis, MN. For more information on the Edison Histotripsy System please visit: www.histosonics.com. For patient-related information please visit: www.myhistotripsy.com.
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Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Non-GAAP Financial Measures Presentation This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain. Use of Non-US GAAP Financial Information This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for operating EBITDA margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations. Definitions of Non-US GAAP Financial Measures Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). 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Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. 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Purpose The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly. Presentation This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain. Use of Non-US GAAP Financial Measures From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States. Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, 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, 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, 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 shareholders' equity. Definitions Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT. Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA. Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as operating profit (loss) attributable to Celanese Corporation. Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results. Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment. Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our shareholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns. Supplemental Information Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following: Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments. Cash dividends received from our equity investments. For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI. Results Unaudited The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025. Table 1 Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 Interest income (7 ) (4 ) (33 ) (5 ) (5 ) (10 ) (13 ) Interest expense 177 170 676 164 169 174 169 Refinancing expense — 32 — — — — — Income tax provision (benefit) (77 ) 9 507 384 61 29 33 Certain Items attributable to Celanese Corporation (Table 8) 42 43 2,009 1,696 114 102 97 Adjusted EBIT 344 234 1,636 321 457 451 407 Depreciation and amortization expense (1) 188 180 728 184 187 181 176 Operating EBITDA 532 414 2,364 505 644 632 583 Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions) Engineered Materials 2 — 73 1 16 11 45 Acetyl Chain — — — — — — — Other Activities (2) — — — — — — — Accelerated depreciation and amortization expense 2 — 73 1 16 11 45 Depreciation and amortization expense (1) 188 180 728 184 187 181 176 Total depreciation and amortization expense 190 180 801 185 203 192 221 Expand ______________________________ (1) Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above. (2) Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). Expand Table 2 Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions, except percentages) Operating Profit (Loss) / Operating Margin Acetyl Chain 154 13.8 % 162 14.5 % 951 20.0 % 216 19.5 % 239 20.1 % 242 20.1 % 254 20.1 % Other Activities (1) (86 ) (90 ) (469 ) (113 ) (93 ) (130 ) (133 ) Total 233 9.2 % 168 7.0 % (709 ) (6.9 )% (1,417 ) (60.1 )% 248 9.4 % 250 9.4 % 210 8.0 % Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials 1 2 (1 ) 2 2 (4 ) (1 ) Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain 2 2 9 1 2 2 4 Operating Profit (Loss) Attributable to Celanese Corporation 230 9.1 % 164 6.9 % (717 ) (7.0 )% (1,420 ) (60.2 )% 244 9.2 % 252 9.5 % 207 7.9 % Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation Engineered Materials 164 11.4 % 94 7.3 % (1,190 ) (21.3 )% (1,522 ) (119.9 )% 100 6.8 % 142 9.7 % 90 6.5 % Acetyl Chain 152 13.6 % 160 14.3 % 942 19.8 % 215 19.4 % 237 19.9 % 240 20.0 % 250 19.8 % Other Activities (1) (86 ) (90 ) (469 ) (113 ) (93 ) (130 ) (133 ) Total 230 9.1 % 164 6.9 % (717 ) (7.0 )% (1,420 ) (60.2 )% 244 9.2 % 252 9.5 % 207 7.9 % Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation Engineered Materials 25 17 178 33 46 49 50 Acetyl Chain 43 3 138 35 34 33 36 Other Activities (1) 3 5 48 4 16 13 15 Total 71 25 364 72 96 95 101 Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation Engineered Materials — — 8 8 — — — Acetyl Chain — — — — — — — Other Activities (1) 1 2 (28 ) (35 ) 3 2 2 Total 1 2 (20 ) (27 ) 3 2 2 Certain Items Attributable to Celanese Corporation (Table 8) Engineered Materials 25 15 1,851 1,625 91 74 61 Acetyl Chain 1 5 22 3 5 4 10 Other Activities (1) 16 23 136 68 18 24 26 Total 42 43 2,009 1,696 114 102 97 Adjusted EBIT / Adjusted EBIT Margin Engineered Materials 214 14.8 % 126 9.8 % 847 15.1 % 144 11.3 % 237 16.0 % 265 18.1 % 201 14.6 % Acetyl Chain 196 17.6 % 168 15.1 % 1,102 23.1 % 253 22.8 % 276 23.2 % 277 23.0 % 296 23.5 % Other Activities (1) (66 ) (60 ) (313 ) (76 ) (56 ) (91 ) (90 ) Total 344 13.6 % 234 9.8 % 1,636 15.9 % 321 13.6 % 457 17.3 % 451 17.0 % 407 15.6 % Expand ___________________________ (1) Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). Expand Table 2 Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.) Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions, except percentages) Depreciation and Amortization Expense (1) Acetyl Chain 64 61 244 63 63 61 57 Other Activities (2) 12 10 47 7 13 10 17 Total 188 180 728 184 187 181 176 Operating EBITDA / Operating EBITDA Margin Engineered Materials 326 22.6 % 235 18.3 % 1,284 22.9 % 258 20.3 % 348 23.5 % 375 25.6 % 303 22.0 % Acetyl Chain 260 23.3 % 229 20.5 % 1,346 28.3 % 316 28.5 % 339 28.5 % 338 28.1 % 353 28.0 % Other Activities (2) (54 ) (50 ) (266 ) (69 ) (43 ) (81 ) (73 ) Total 532 21.0 % 414 17.3 % 2,364 23.0 % 505 21.4 % 644 24.3 % 632 23.8 % 583 22.3 % Expand ___________________________ (1) Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details. (2) Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses). Expand Table 3 Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 per share per share per share per share per share per share per share (In $ millions, except per share data) Income tax provision (benefit) (77 ) 9 507 384 61 29 33 Earnings (loss) from continuing operations before tax 132 (7 ) (1,016 ) (1,534 ) 179 185 154 Certain Items attributable to Celanese Corporation (Table 8) 42 43 2,009 1,696 114 102 97 Refinancing and related expenses — 32 — — — — — Adjusted earnings (loss) from continuing operations before tax 174 68 993 162 293 287 251 Income tax (provision) benefit on adjusted earnings (1) (16 ) (6 ) (89 ) (14 ) (26 ) (26 ) (23 ) Adjusted earnings (loss) from continuing operations (2) 158 1.44 62 0.57 904 8.27 148 1.35 267 2.44 261 2.38 228 2.08 Diluted shares (in millions) (3) Weighted average shares outstanding 109.5 109.4 109.3 109.4 109.3 109.3 109.1 Incremental shares attributable to equity awards 0.2 — — — 0.2 0.2 0.4 Total diluted shares 109.7 109.4 109.3 109.4 109.5 109.5 109.5 ______________________________ (1) Calculated using adjusted effective tax rates (Table 3a) as follows: Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 Adjusted effective tax rate 9 9 9 9 9 9 9 (2) Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns. Expand Actual Plan Asset Returns Expected Plan Asset Returns (In percentages) 2024 2.5 5.3 Expand (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Expand Table 3a Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited ______________________________ Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results. (1) Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments. (2) Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes. (3) Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments. (4) Includes tax impacts related to full-year actual tax opportunities and related costs, as well as current year realization of U.S. GAAP benefits deferred in prior years. Expand Table 4 Net Sales by Segment - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions) Engineered Materials 1,442 1,287 5,595 1,269 1,481 1,467 1,378 Acetyl Chain 1,115 1,116 4,763 1,110 1,190 1,202 1,261 Intersegment eliminations (1) (25 ) (14 ) (90 ) (21 ) (23 ) (18 ) (28 ) Net sales 2,532 2,389 10,268 2,358 2,648 2,651 2,611 Expand ___________________________ (1) Includes intersegment sales primarily related to the Acetyl Chain. Expand Table 4a Factors Affecting Segment Net Sales Sequentially - Unaudited T hree Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025 Volume Price Currency Total (In percentages) Engineered Materials 9 — 3 12 Acetyl Chain (1 ) (2 ) 3 — Total Company 4 (1 ) 3 6 Expand Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024 Volume Price Currency Total (In percentages) Engineered Materials — 2 (1 ) 1 Acetyl Chain 3 (1 ) (1 ) 1 Total Company 2 — (1 ) 1 Expand Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024 Volume Price Currency Total (In percentages) Engineered Materials (10 ) (3 ) (1 ) (14 ) Acetyl Chain (4 ) (2 ) (1 ) (7 ) Total Company (7 ) (3 ) (1 ) (11 ) Expand Three Months Ended September 30, 2024 Compared to Three Months Ended June 30, 2024 Volume Price Currency Total (In percentages) Engineered Materials — — 1 1 Acetyl Chain — (2 ) 1 (1 ) Total Company — (1 ) 1 — Expand Volume Price Currency Total (In percentages) Engineered Materials 7 — (1 ) 6 Acetyl Chain (1 ) (4 ) — (5 ) Total Company 4 (2 ) — 2 Expand Three Months Ended March 31, 2024 Compared to Three Months Ended December 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials (1 ) — — (1 ) Total Company 1 1 — 2 Expand Table 4b Factors Affecting Segment Net Sales Year Over Year - Unaudited T hree Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 Volume Price Currency Total (In percentages) Engineered Materials (3 ) (1 ) 2 (2 ) Acetyl Chain (2 ) (7 ) 2 (7 ) Total Company (2 ) (4 ) 2 (4 ) Expand Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024 Volume Price Currency Total (In percentages) Engineered Materials (4 ) (2 ) (1 ) (7 ) Acetyl Chain (6 ) (4 ) (1 ) (11 ) Total Company (5 ) (3 ) (1 ) (9 ) Expand Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials (6 ) (3 ) — (9 ) Acetyl Chain (2 ) (4 ) — (6 ) Total Company (4 ) (4 ) — (8 ) Expand Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023 Volume Price Currency Total (In percentages) Engineered Materials (1 ) (2 ) — (3 ) Acetyl Chain 1 (3 ) — (2 ) Total Company — (3 ) — (3 ) Expand Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Volume Price Currency Total (In percentages) Engineered Materials (2 ) (4 ) (1 ) (7 ) Acetyl Chain 4 (6 ) (1 ) (3 ) Total Company 1 (5 ) (1 ) (5 ) Expand Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials (12 ) (2 ) (1 ) (15 ) Acetyl Chain 11 (10 ) — 1 Total Company (2 ) (5 ) (1 ) (8 ) Expand Table 4c Factors Affecting Segment Net Sales Year Over Year - Unaudited Y ear Ended December 31, 2024 Compared to Year Ended December 31, 2023 Volume Price Currency Total (In percentages) Engineered Materials (5 ) (3 ) (1 ) (9 ) Acetyl Chain 4 (6 ) — (2 ) Total Company (1 ) (4 ) (1 ) (6 ) Expand Table 5 Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions, except percentages) Net cash provided by (used in) investing activities (88 ) (98 ) (470 ) (128 ) (100 ) (91 ) (151 ) Net cash provided by (used in) financing activities (116 ) 45 (1,313 ) (189 ) (376 ) (489 ) (259 ) Net cash provided by (used in) operating activities 410 37 966 494 79 292 101 Capital expenditures on property, plant and equipment (93 ) (102 ) (435 ) (105 ) (88 ) (105 ) (137 ) Contributions from/(Distributions) to NCI (6 ) (8 ) (33 ) (8 ) (7 ) (14 ) (4 ) Free cash flow (1) 311 (73 ) 498 381 (16 ) 173 (40 ) Net sales 2,532 2,389 10,268 2,358 2,648 2,651 2,611 Free cash flow as % of Net sales 12.3 % (3.1 )% 4.9 % 16.2 % (0.6 )% 6.5 % (1.5 )% Expand ______________________________ (1) Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. Expand Table 6 Cash Dividends Received - Unaudited Table 7 Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 (In $ millions) Short-term borrowings and current installments of long-term debt - third party and affiliates 252 406 1,501 1,501 1,607 1,977 2,439 Long-term debt, net of unamortized deferred financing costs 12,689 12,378 11,078 11,078 11,324 11,058 11,018 Total debt 12,941 12,784 12,579 12,579 12,931 13,035 13,457 Cash and cash equivalents (1,173 ) (951 ) (962 ) (962 ) (813 ) (1,185 ) (1,483 ) Net debt 11,768 11,833 11,617 11,617 12,118 11,850 11,974 Expand 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: Q2 '25 Q1 '25 2024 Q4 '24 Q3 '24 Q2 '24 Q1 '24 Income Statement Classification (In $ millions) Exit and shutdown costs 27 32 236 47 52 69 68 Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income Asset impairments — — 1,638 1,601 (1) 34 (2) 3 — Cost of sales / Other (charges) gains, net Impact from plant incidents and natural disasters — 3 13 3 3 — 7 Cost of sales Mergers, acquisitions and dispositions 12 5 80 12 17 26 25 Cost of sales / SG&A Actuarial (gain) loss on pension and postretirement plans — — 27 27 — — — Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income Legal settlements and commercial disputes 2 3 8 6 7 3 (8) Cost of sales / SG&A / Other (charges) gains, net (Gain) loss on disposition of businesses and assets — — 2 — 1 1 — Gain (loss) on disposition of businesses and assets, net Other 1 — 5 — — — 5 Cost of sales / SG&A Certain Items attributable to Celanese Corporation 42 43 2,009 1,696 114 102 97 Expand Table 9 Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
Business Wire
2 hours ago
- Business Wire
ZipRecruiter Announces Second Quarter 2025 Results
SANTA MONICA, Calif.--(BUSINESS WIRE)--ZipRecruiter ® (NYSE: ZIP), a leading online employment marketplace, today announced financial results for the quarter ended June 30, 2025. ZipRecruiter's complete second quarter results, financial guidance, and management commentary can be found by accessing ZipRecruiter's shareholder letter on the quarterly results page of the Investor Relations website at 'While the broader labor market remains soft, ZipRecruiter's financial performance shows early signs of momentum. Quarterly Paid Employers have grown sequentially since Q4'24, and the midpoint of our guidance would mark the first time since 2021 that revenue grows sequentially from Q2 to Q3. These trends reinforce our belief that a return to modest year-over-year revenue growth in the fourth quarter is an increasingly likely scenario,' said Ian Sigel, CEO of ZipRecruiter. 'Through the past three years of this historically challenged labor market, ZipRecruiter has continuously improved our product for both sides of the marketplace, leveraging our brand and financial strength to operate with a long-term focus. We believe we are well-positioned to emerge from this period as a stronger company, poised to capture outsized market share with both employers and job seekers in the years ahead.' Additionally, the company announced that its Board of Directors has authorized a $100 million increase to its share repurchase program under which ZipRecruiter may repurchase shares of its outstanding common stock. ZipRecruiter believes investing in undervalued equity is an attractive option in its balanced capital allocation approach. Conference Call Details ZipRecruiter will host a conference call today, August 11, at 2:00 p.m. Pacific Time to discuss its financial results. A live webcast of the call can be accessed from ZipRecruiter's Investor Relations website at An archived version will be available on the website two hours after the completion of the call. Investors and analysts can participate in the conference call by dialing +1 (888) 440-4199, or +1 (646) 960-0818 for callers outside the United States and use the Conference ID 9351892. To listen to the telephonic replay, available until Monday, August 18, 2025, please dial +1 (800) 770-2030 or +1 (609) 800-9909 for callers outside the United States and use the Conference ID 9351892. Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding our financial performance showing early signs of momentum, our expected growth and market share, and other statements that reflect ZipRecruiter's current expectations and projections with respect to, among other things, its financial condition, results of operations, plans, objectives, future performance, and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, including our ability to attract and retain employers and job seekers; our ability to compete with well-established competitors and new entrants; our ability to achieve and/or maintain profitability; our ability to maintain, protect and enhance our brand and intellectual property; our dependence on macroeconomic factors, including potential unfavorable changes in U.S. trade or other policies, such as U.S. tariff policies, and the potential negative economic consequences thereof; our ability to maintain and improve the quality of our platform; our dependence on the interoperability of our platform with mobile operating systems that we do not control; our ability to successfully implement our business plan during a global economic downturn that may impact the demand for our services or have a material adverse impact on our and our business partners' financial condition and results of operations; our ability and the ability of third parties to protect our users' personal or other data from a security breach and to comply with laws and regulations relating to consumer data privacy and data protection; our ability to detect errors, defects or disruptions in our platform; our ability to comply with the terms of underlying licenses of open source software components on our platform; our ability to expand into markets outside the United States; our ability to achieve desired operating margins; our compliance with a wide variety of U.S. and international laws and regulations; our reliance on Amazon Web Services; our ability to mitigate payment and fraud risks; our dependence on our senior management and our ability to attract and retain new talent; and the other important factors discussed under the caption 'Risk Factors' in our Annual Report on Form 10-K for the twelve months ended December 31, 2024 and Quarterly Report on Form 10-Q for the three months ended March 31, 2025 that we filed with the U.S. Securities and Exchange Commission and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025 that we will file with the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. ZipRecruiter does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise. Non-GAAP Financial Measures This release includes certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA margin. We define Adjusted EBITDA as our net income (loss) before interest expense, other income (expense), net, income tax expense (benefit) and depreciation and amortization, adjusted to eliminate stock-based compensation expense. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue for the same period. Management and our board of directors use these non-GAAP financial measures as supplemental measures of our performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of some items not directly resulting from our core operations. We also use these non-GAAP financial measures for planning purposes, including the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and to evaluate our capacity for capital expenditures to expand our business. Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation, as an alternative to, or superior to net income (loss), revenue, cash flows or other measures derived in accordance with GAAP. These non-GAAP measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that the presentation of non-GAAP financial measures is an appropriate measure of operating performance because they eliminate the impact of some expenses that do not relate directly to the performance of our underlying business. These non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA and Adjusted EBITDA margin are not intended to be a measure of free cash flow for management's discretionary use, as they do not reflect our tax payments and certain other cash costs that may recur in the future, including, among other things, cash requirements for costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our performance. Our measures of Adjusted EBITDA and Adjusted EBITDA margin used herein are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. About ZipRecruiter ZipRecruiter® (NYSE:ZIP) is a leading online employment marketplace that actively connects people to their next great opportunity. ZipRecruiter's powerful matching technology improves the job search experience for job seekers and helps businesses of all sizes find and hire the right candidates quickly. ZipRecruiter has been the #1 rated job search app on iOS & Android for the past eight years 1 and is rated the #1 employment job site by G2. 2 For more information, visit 1 Based on job seeker app ratings, during the period of January 2017 to January 2025 from AppFollow for ZipRecruiter, CareerBuilder, Glassdoor, Indeed, LinkedIn, and Monster. 2 Based on G2 satisfaction ratings as of January 10, 2025.
