Celanese Corp (CE)

CIK: 0001306830. SIC: 2820 Plastic Material, Synth Resin/Rubber, Cellulos (No Glass). Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2820 Plastic Material, Synth Resin/Rubber, Cellulos (No Glass)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1306830. Latest filing source: 0001306830-26-000031.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001306830.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001306830.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001306830-26-000096.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2025 filed on February 24, 2026 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2025 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2025 Form 10-K.

Forward-Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.

Risk Factors

See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:

•the ability to successfully achieve planned cost reductions;

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;

•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;

•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;

•our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades;

•volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources;

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•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;

•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;

•additional impairment of goodwill or intangible assets;

•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;

•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;

•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;

•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;

•increased price competition and the introduction of competing products by other companies;

•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy;

•market acceptance of our products and technology;

•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises;

•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;

•changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions;

•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;

•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters;

•changes in currency exchange rates and interest rates;

•tax rates and changes thereto; and

•various other factors, both referenced and not referenced in this Quarterly Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date hereof.

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Overview

We are a global chemical and specialty materials company. We are a global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.

Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.

Impact of Tariffs

As we are a global company, tariffs, uncertainty regarding potential future tariffs and their potential effects may impact our business. We continue to analyze the impact of these tariffs and actions we can take to minimize their impact.

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Results of Operations

Financial Highlights

Three Months Ended March 31,

2026

2025

Change

(unaudited)

(In $ millions, except percentages)

Statement of Operations Data

Net sales

2,337 

2,389 

(52)

Gross profit

468 

474 

(6)

Selling, general and administrative ("SG&A") expenses

(226)

(231)

5 

Other (charges) gains, net

(20)

(31)

11 

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

48 

3 

45 

Operating profit (loss)

214 

165 

49 

Equity in net earnings (loss) of affiliates

35 

22 

13 

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

5 

2 

3 

Interest expense

(183)

(170)

(13)

Refinancing expense

— 

(32)

32 

Interest income

9 

4 

5 

Dividend income - equity investments

1 

1 

— 

Earnings (loss) from continuing operations before tax

82 

(6)

88 

Earnings (loss) from continuing operations

49 

(15)

64 

Earnings (loss) from discontinued operations

(1)

(5)

4 

Net earnings (loss)

48 

(20)

68 

Net earnings (loss) attributable to Celanese Corporation

44 

(24)

68 

Other Data

Depreciation and amortization

201 

180 

21

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Annual Report on Form 10-K ("Annual Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

The following discussion should be read in conjunction with the accompanying consolidated financial statements and notes to the consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Investors are cautioned that the forward-looking statements contained in this section and other parts of this Annual Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below.

Forward-Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Annual Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. See "Special Note Regarding Forward-Looking Statements" at the beginning of this Annual Report for further discussion. All forward-looking statements made in this Annual Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Annual Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.

Risk Factors

Item 1A. Risk Factors of this Annual Report also contains a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:

•the ability to successfully achieve planned cost reductions;

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;

•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;

•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;

•our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades;

•volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources;

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•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;

•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;

•additional impairment of goodwill or intangible assets;

•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;

•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;

•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;

•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;

•increased price competition and the introduction of competing products by other companies;

•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy;

•market acceptance of our products and technology;

•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises;

•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;

•changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions;

•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;

•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters;

•changes in currency exchange rates and interest rates;

•tax rates and changes thereto; and

•various other factors, both referenced and not referenced in this Annual Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Annual Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date hereof.

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Results of Operations

Financial Highlights

Year Ended

December 31,

2025

2024

Change

(In $ millions, except percentages)

Statement of Operations Data

Net sales

9,544 

10,268 

(724)

Gross profit

1,952 

2,336 

(384)

Selling, general and administrative ("SG&A") expenses

(899)

(1,033)

134 

Other (charges) gains, net

(1,581)

(1,744)

163 

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

(5)

(14)

9 

Operating profit (loss)

(786)

(720)

(66)

Equity in net earnings (loss) of affiliates

127 

196 

(69)

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

55 

(20)

75 

Interest expense

(701)

(676)

(25)

Refinancing expense

(68)

— 

(68)

Interest income

24 

33 

(9)

Dividend income - equity investments

122 

128 

(6)

Earnings (loss) from continuing operations before tax

(1,220)

(1,019)

(201)

Earnings (loss) from continuing operations

(1,130)

(1,526)

396 

Earnings (loss) from discontinued operations

(21)

(8)

(13)

Net earnings (loss)

(1,151)

(1,534)

383 

Net earnings (loss) attributable to Celanese Corporation

(1,165)

(1,542)

377 

Other Data

Depreciation and amortization

760 

801 

(41)

SG&A expenses as a percentage of Net sales

9.4 

 %

10.1 

 %

Operating margin(1)

(8.2)

 %

(7.0)

 %

Other (charges) gains, net

Restructuring

(68)

(107)

39 

Asset impairment losses

(1,513)

(1,639)

126 

Plant/office closures

— 

2 

(2)

Total Other (charges) gains, net

(1,581)

(1,744)

163 

_____________________________

(1)Defined as Operating profit (loss) divided by Net sales.

As of December 31,

2025

2024

(In $ millions)

Balance Sheet Data

Cash and cash equivalents

1,263 

962 

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

1,204 

1,501 

Long-term debt, net of unamortized deferred financing costs

11,394 

11,078 

Total

12,598 

12,579 

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Factors Affecting Business Segment Net Sales

The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(4)

(1)

1 

(4)

Acetyl Chain

(6)

(6)

1 

(11)

Total Company

(4)

(4)

1 

(7)

Consolidated Results

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net sales decreased $724 million, or 7%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand; and

•lower pricing in our Acetyl Chain segment, primarily due to an environment with greater supply than demand, as well as our Engineered Materials segment, primarily due to competitive market dynamics, and product mix;

partially offset by:

•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.

Operating loss increased $66 million, or 9%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower Net sales across our segments;

partially offset by:

•a favorable impact of $172 million to Other (charges) gains, net in our Engineered Materials segment, primarily due to a decrease in goodwill and certain trade names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

•lower raw material costs in our Engineered Materials and Acetyl Chain segments;

•lower spending of $195 million, primarily as a result of the realization of synergy and cost savings actions in our Engineered Materials and Other Activities segments during the year ended December 31, 2025; and

•a decrease of accelerated depreciation expense of $56 million during the year ended December 31, 2025, primarily due to a decrease of $67 million in our Engineered Materials segment, related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, partially offset by an increase in accelerated depreciation of $11 million in our Acetyl Chain segment related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information).

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Non-operating pension and other postretirement employee benefit income increased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•a decrease in the actuarial loss of $82 million primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).

Our effective income tax rate for the year ended December 31, 2025 was 7.4% compared to (49.8)% for the year ended 2024. The change in the effective income tax rate for the year ended December 31, 2025 compared to the same period in 2024 was primarily due to:

•current year impacts of a non-deductible goodwill impairment loss, recognition of a valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period, the further integrated global principal operations and the relocation of certain intangible assets among wholly-owned foreign affiliates and the settlement of tax examinations with German tax authorities; and

•prior year impacts of a non-deductible goodwill impairment loss and recognition of a valuation allowance against certain local country, non-U.S. tax credit carryforwards due to reduced forecasts of earnings in future periods and capital gains tax arising from an internal integration-related restructuring of our acquired China operations to optimize our debt profile.

See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022, can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2024 and December 31, 2023, respectively.

Business Segments

Engineered Materials

Year Ended

December 31,

%

2025

2024

Change

Change

(In $ millions, except percentages)

Net sales

5,390 

5,595 

(205)

(3.7)

%

Net Sales Variance

Volume

(4)

 %

Price

(1)

 %

Currency

1 

 %

Other (charges) gains, net

(1,552)

(1,724)

172 

10.0 

%

Operating profit (loss)

(958)

(1,197)

239 

20.0 

%

Operating margin

(17.8)

%

(21.4)

 %

Equity in net earnings (loss) of affiliates

105 

172 

(67)

(39.0)

%

Depreciation and amortization

447 

510 

(63)

(12.4)

%

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net sales decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower volume, primarily due to weaker global economic conditions; and

•lower pricing for most of our products, primarily due to competitive market dynamics, and product mix;

partially offset by:

•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.

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Operating loss decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•a favorable impact of $172 million to Other (charges) gains, net, primarily related to a decrease in goodwill and certain trade names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

•lower raw material costs and favorable raw materials mix;

•lower spending of $98 million, primarily as a result of the realization of synergy and cost savings actions during the year ended December 31, 2025; and

•a decrease of accelerated depreciation expense of $67 million for the year ended December 31, 2025, primarily related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium;

partially offset by:

•lower Net sales.

Equity in net earnings (loss) of affiliates decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•a decrease in earnings from our Ibn Sina strategic affiliate, primarily due to lower methyl tertiary-butyl ether ("MTBE") volume arising from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Acetyl Chain

Year Ended

December 31,

%

2025

2024

Change

Change

(In $ millions, except percentages)

Net sales

4,232 

4,763 

(531)

(11.1)

%

Net Sales Variance

Volume

(6)

 %

Price

(6)

 %

Currency

1 

 %

Operating profit (loss)

539 

946 

(407)

(43.0)

%

Operating margin

12.7 

%

19.9 

 %

Dividend income - equity investments

121 

127 

(6)

(4.7)

%

Depreciation and amortization

263 

244 

19 

7.8 

%

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net sales decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower pricing for most of our products globally, due to an environment with greater supply than demand; and

•lower volume across the chain, primarily for acetate tow, due to decreased global demand;

partially offset by:

•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.

Operating profit decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower Net sales; and

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•an increase of accelerated depreciation expense of $11 million for the year ended December 31, 2025, related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information);

partially offset by:

•lower raw material and sourcing costs driven by productivity initiatives.

Other Activities

Year Ended

December 31,

%

2025

2024

Change

Change

(In $ millions, except percentages)

Operating profit (loss)

(367)

(469)

102 

21.7 

%

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

52 

(28)

80 

285.7 

%

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Operating loss decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•lower spending of $97 million, primarily due to realization of synergy and cost savings actions during the year ended December 31, 2025.

Non-operating pension and other postretirement employee benefit income increased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

•a decrease in the actuarial loss of $82 million, primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of December 31, 2025, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $50 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations (see Covenants section below for further information). In addition, we held cash and cash equivalents of $1.3 billion as of December 31, 2025. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.

On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $492 million, subject to customary transaction adjustments. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

On October 28, 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We intend to permanently cease all manufacturing operations during the second half of 2026. We expect to incur additional exit and shutdown costs related to the closure of the facility of $140 million, including employee termination costs, through 2027. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

In February 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network. This operation is included in the Engineered Materials segment. We fully ceased operations as of December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

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In October 2023, we announced the intended closure of our PA66 and certain High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. We fully ceased operation of PA66 polymerization unit and certain HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Our incurrence of debt to finance the purchase price for the M&M Acquisition increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with synergy opportunities from the M&M Acquisition and cost reduction initiatives, will support our deleveraging efforts over the next few years. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term. In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the sale of the Micromax® business described above, other opportunistic dispositions or monetization of other product or business lines or other assets.

While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

Total capital expenditures were $343 million for the year ended December 31, 2025. We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant was completed and began production activities during the three months ended December 31, 2025 and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is progressing on an extended schedule that aligns with our strategy for capital spending. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the first half of 2026 to align with demand. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers.

We did not repurchase any Common Stock during the year ended December 31, 2025.

On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock.

We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations.

Cash Flows

Cash and cash equivalents increased $301 million to $1.3 billion as of December 31, 2025 compared to December 31, 2024. As of December 31, 2025, $828 million of the $1.3 billion of cash and cash equivalents was held by our foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences if needed

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in the U.S. to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

•Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities increased $180 million to $1.1 billion for the year ended December 31, 2025 compared to $1.0 billion for the same period in 2024, primarily due to:

•favorable trade working capital of $524 million, primarily due to the timing of settlement of trade payables, inventory reductions, and the timing of collection of trade receivables during the year ended December 31, 2025;

partially offset by:

•the change in Net earnings after noncash adjustments, which resulted in a $236 million decrease of cash flows provided by operating activities for the year ended December 31, 2025.

•Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities decreased $121 million to $349 million for the year ended December 31, 2025 compared to $470 million for the same period in 2024, primarily due to:

•a decrease of $92 million in capital expenditures during the year ended December 31, 2025; and

•an increase of $21 million during the year ended December 31, 2025, primarily due to the sale of long-lived assets in our Engineered Materials segment.

•Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities decreased $800 million to $513 million for the year ended December 31, 2025 compared to $1.3 billion for the same period in 2024, primarily due to:

•an increase in proceeds from long-term debt, primarily due to $4.0 billion in proceeds received from the March 2025 Offering (defined below) and December 2025 Offering (defined below);

•a decrease in common stock dividends paid of $294 million during the year ended December 31, 2025; and

•a decrease in net payments on short-term debt of $220 million, primarily due to a decrease in net payment on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $138 million, and an increase in net borrowings under the China Working Capital Term Loan Agreement (defined below);

partially offset by:

•an increase in repayments of long-term debt, primarily due to payments made in connection with the March 2025 Tender Offers (defined below) and December 2025 Tender Offers (defined below) of $2.3 billion, redemption of the 6.050% Senior Notes due March 15, 2025, repayment of $880 million of the March 2022 U.S. Term Loan Credit Agreement (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, partially offset by the $527 million payment at maturity of the 5.900% senior unsecured notes and $473 million payment at maturity of the 3.500% senior unsecured notes, during the year ended December 31, 2024; and

•an increase in debt refinancing costs paid of $142 million during the year ended December 31, 2025.

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Debt and Other Obligations

•Senior Credit Facilities

In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025.

On August 11, 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030, which replaced the existing U.S. revolving credit facility. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings. The U.S. Revolving Credit Facility had no outstanding balance as of December 31, 2025

The U.S. Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility were guaranteed by Celanese and the Subsidiary Guarantors prior to being fully repaid and terminated as of December 31, 2025. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.

Certain of our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities"). Celanese (Shanghai) International Trading Co., Ltd ("CSIT") entered into a revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility") which bears interest at a fixed rate and expired January 13, 2026. This revolving credit facility had an outstanding balance of $43 million as of December 31, 2025 and was fully repaid on January 13, 2026.

Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") has entered into various working capital loans that bear interest at floating interest rates or fixed interest rates and expire on various dates beginning December 2026 through July 2028. These working capital loans have an outstanding balance of $571 million as of December 31, 2025.

On April 11, 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of December 31, 2025.

On October 20, 2025, CNCC entered into a CNY300 million working capital loan expiring three years from the drawdown date. No draws were initiated as of December 31, 2025.

We expect the China Credit Facilities will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate.

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•Senior Notes

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes") as follows:

Issue Date

Principal

Interest Rate

Interest Pay Dates

Maturity Date

(In $ millions)

(In percentages)

July 2022

526

5.277

(1)(2)

July 19

July 19, 2026

August 2021

400

1.400

February 5

August 5

August 5, 2026

November 2018

587

2.125

(1)

March 1

March 1, 2027

July 2022

554

6.665

(2)

January 15

July 15

July 15, 2027

September 2021

587

0.625

(1)

September 10

September 10, 2028

August 2023

746

6.850

(2)

May 15

November 15

November 15, 2028

July 2022

588

5.587

(1)(2)

January 19

January 19, 2029

July 2022

750

6.830

(2)

January 15

July 15

July 15, 2029

March 2025

700

6.500

(3)

April 15

October 15

April 15, 2030

August 2023

999

7.050

(2)

May 15

November 15

November 15, 2030

December 2025

600

7.000

(4)

February 15

August 15

February 15, 2031

March 2025

881

5.000

(1)(3)

April 15

October 15

April 15, 2031

July 2022

1,000

6.879

(2)

January 15

July 15

July 15, 2032

March 2025

1,100

6.750

(3)

April 15

October 15

April 15, 2033

August 2023

1,000

7.200

(2)

May 15

November 15

November 15, 2033

December 2025

800

7.375

(4)

February 15

August 15

February 15, 2034

______________________________

(1)Issued in euro.

(2)In November 2024, S&P Global Ratings downgraded our credit rating and on February 12, 2025, Moody's Ratings downgraded our credit rating, which together had the effect of increasing interest rates by 50 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.

On November 17, 2025, S&P Global Ratings downgraded our credit rating and on November 25, 2025, Moody's Ratings downgraded our credit rating, which together will have the effect of increasing interest rates for certain senior unsecured notes by an additional 50 basis points, effective on various dates beginning January 15, 2026 through May 15, 2026.

(3)On March 14, 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in aggregate principal amounts of €750 million and $1.8 billion (the "March 2025 Offering"). On March 21, 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers").

The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness, including a portion of the March 2022 U.S. Term Loan Credit Facility, borrowings under the U.S. Revolving Credit Facility and certain senior unsecured notes due March 15, 2025 and (iii) to pay related fees and expenses.

(4)On December 17, 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering"). In addition, on December 17, 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers").

The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay the outstanding borrowings under the March 2022 U.S. Term Loan Credit Facility and (iii) pay related fees and expenses.

The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date. See Note 11 - Debt in the accompanying consolidated financial statements for further information.

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•Accounts Receivable Purchasing Facility

On June 13, 2025, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $1.5 billion and $1.5 billion of accounts receivable under this agreement for the years ended December 31, 2025 and 2024, respectively, and collected $1.5 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $92 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2025.

•Factoring and Discounting Agreements

We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $717 million and $700 million of accounts receivable under these factoring agreements for the years ended December 31, 2025 and 2024, respectively, and collected $724 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.

We have master discounting agreements with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $82 million and $100 million from the accounts receivable transferred under master discounting agreements for the years ended December 31, 2025 and 2024, respectively.

See Note 11 - Debt in the accompanying consolidated financial statements for further information.

Covenants

Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.

During the years ended December 31, 2025 and 2024, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.

We are in compliance with the covenants in our material financing arrangements as of December 31, 2025.

Due to scheduled step downs of the required consolidated leverage ratio under the U.S. Revolving Credit Facility taking effect beginning in the first quarter of 2026, we believe we may be unable to comply with the consolidated leverage ratio in its current form within the twelve-month period subsequent to the date of this filing unless we are able to implement sufficient mitigation strategies. Such strategies include, but are not limited to, amending the outstanding U.S. Revolving Credit Facility consistent with prior similar amendments we have obtained over the past several years, obtaining a waiver of the default, replacing the U.S. Revolving Credit Facility with a new revolving credit facility, consummating additional divestiture opportunities, and/or reducing operating costs. Implementation of such strategies may increase our borrowing costs under existing material financing arrangements. If we are not able to implement sufficient mitigating strategies and are therefore not able to comply with the consolidated leverage ratio, the lenders under the U.S. Revolving Credit Facility could elect to terminate the facility. As of the date of this filing, the U.S. Revolving Credit Facility has no outstanding borrowings. We currently do not expect to draw on the U.S. Revolving Credit Facility to fund our operations or financial obligations within the twelve-month period subsequent to the date of this filing and expect to have sufficient liquidity available to meet our operational and capital investment needs and financial obligations for the foreseeable future.

See Note 11 - Debt in the accompanying consolidated financial statements for further information.

Guarantor Financial Information

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act. The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor.

The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person;

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or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. In addition, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Revolving Credit Facility (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S. Revolving Credit Facility, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.

For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Revolving Credit Facility, other outstanding debt, Common Stock dividends and Common Stock repurchases.

The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.

Year Ended

December 31,

2025

(In $ millions)

Net sales to third parties

1,679 

Net sales to non-guarantor subsidiaries

460 

Total net sales

2,139 

Gross profit

6 

Earnings (loss) from continuing operations

(738)

Net earnings (loss)

(747)

Net earnings (loss) attributable to the Obligor Group

(747)

As of December 31,

2025

2024

(In $ millions)

Receivables from non-guarantor subsidiaries

1,176 

1,138 

Other current assets

2,503 

2,353 

Total current assets

3,679 

3,491 

Goodwill

536 

536 

Other noncurrent assets

6,620 

6,386 

Total noncurrent assets

7,156 

6,922 

Current liabilities due to non-guarantor subsidiaries

8,384 

5,258 

Current liabilities due to affiliates

5 

5 

Other current liabilities

1,666 

2,244 

Total current liabilities

10,055 

7,507 

Noncurrent liabilities due to non-guarantor subsidiaries

1,810 

3,371 

Other noncurrent liabilities

11,784 

11,232 

Total noncurrent liabilities

13,594 

14,603 

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Share Capital

On February 11, 2026, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to $3 million. The cash dividend will be paid on March 10, 2026 to holders of record as of February 24, 2026. As indicated above, as part of our deleveraging efforts, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation policy.

Our Board of Directors has authorized the aggregate repurchase of $6.9 billion of our Common Stock since February 2008. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. During the year ended December 31, 2025, we did not repurchase any shares of our Common Stock. As of December 31, 2025, we had $1.1 billion remaining under authorizations by our Board of Directors. As discussed above, as part of our deleveraging efforts, we have paused our share repurchase program.

See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information.

Contractual Obligations, Guarantees and Commitments

We estimate future interest payments on debt and other obligations calculated using interest rates in effect on December 31, 2025 to be $3.5 billion. We estimate future pension and other postretirement funding obligations to be $503 million. We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, 2025, we have directly guaranteed $145 million and €31 million of such obligations.

We have not entered into any material off-balance sheet arrangements.

In the accompanying consolidated financial statements, see Note 10 - Current Other Liabilities for current asset retirement obligations, Note 11 - Debt for a description of the guarantees under our Senior Notes and U.S. Revolving Credit Facility, Note 12 - Benefit Obligations for a description of the pension and other postretirement funding obligations, Note 13 - Environmental for a description of environmental obligations, Note 15 - Income Taxes for a description of uncertain tax positions, Note 16 - Leases for lease obligations and Note 19 - Commitments and Contingencies for a discussion of commitments and contingencies related to legal and regulatory proceedings.

Market Risks

See Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information.

Business Environment

During the three months ended December 31, 2025, we continued to experience demand challenges in key end-markets like automotive, paints, coatings, and construction due to continued weakness in global macroeconomic conditions. Demand during this time was further impacted by greater than anticipated western hemisphere seasonality. We continue to identify and implement actions to improve earnings, accelerate deleveraging, and create long-term shareholder value.

Critical Accounting Policies and Estimates

Our consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates.

We believe the following accounting policies and estimates are critical to understanding the financial reporting risks present in the current economic environment. These matters, and the judgments and uncertainties affecting them, are also essential to understanding our reported and future operating results. See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information.

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•Recoverability of Long-Lived Assets

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.

When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or another indefinite-lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. We may elect to bypass the qualitative assessment for some or all of our reporting units or other indefinite-lived intangible assets and proceed directly to a quantitative analysis depending on the facts and circumstances.

In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using the income approach based on a discounted cash flow model incorporating discount rates commensurate with the risks involved or a combination of the income approach and the market approach using the guideline public company method. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, revenue growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital ("WACC") considering any differences in company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting units operate. Tax rates consider the operating structure of the reporting unit and jurisdictions in which the reporting unit operates. A terminal value rate is applied to the final year of the projected periods to reflect continued stable, perpetual growth.

Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. Key assumptions used in this model include discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, revenue growth rates, tax rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors. Royalty rates are established by management using the most recent third party valuations and are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate. Tax rates consider the operating structure of the Company and jurisdictions in which the entity with the rights to the indefinite-lived intangible assets operate.

Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment result in adjusted management projections, impairment losses may occur in future periods.

See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.

•Benefit Obligations

Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans. These key assumptions include the discount rate and expected long-term rates of return on plan assets. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions. These differences may result in a significant impact to the amount of net periodic benefit cost recorded in future periods.

Pension assumptions are reviewed annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook.

See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

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The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2026 from a change in the indicated assumptions are as follows:

Change in Rate

Impact on Net Periodic Benefit Cost

Impact on Projected Benefit Obligations

(In $ millions)

U.S. Pension Benefits

Decrease in the discount rate

0.5 

%

(7)

72 

Decrease in the long-term expected rate of return on plan assets(1)

0.5 

%

9 

N/A

Non-U.S. Pension Benefits

Decrease in the discount rate

0.5 

%

(1)

49 

Decrease in the long-term expected rate of return on plan assets

0.5 

%

3 

N/A

______________________________

(1)Excludes nonqualified pension plans.

•Income Taxes

We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed. In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to positive and negative evidence based on the extent to which the forms of evidence can be objectively verified.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment. If actual results differ from the estimates made by management in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or Other comprehensive income depending on the nature of the respective deferred tax asset. In addition, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Recent Accounting Pronouncements

See Note 3 - Recent Accounting Pronouncements in the accompanying consolidated financial statements for information regarding recent accounting pronouncements.