Celanese Corp: Form 10-Q for the period ended Sep 30, 2025

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, 2024 filed on February 21, 2025 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2024 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 2024 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 2024 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;
• volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil and the prices for electricity and other energy sources;
• the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;
• the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;
• additional impairments of goodwill or intangible assets;
• increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;
• risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;
• risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility;
• the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
• the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
• increased price competition and the introduction of competing products by other companies;
• the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with 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, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of weather, natural disasters, or other crises;
• the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
• changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("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;
• potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
• our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry, and the success of our deleveraging efforts as well as any changes to our credit ratings;
• changes in currency exchange rates and interest rates;
• tax rates and changes thereto; and
• various other factors, 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.

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, recently announced tariffs, uncertainty regarding potential future tariffs, and their potential effects on demand for our products may affect our business. We continue to analyze the impact of these tariffs on our business and actions we can take to minimize their impact.

Results of Operations

Financial Highlights

(unaudited)

(In $ millions, except percentages)

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

(unaudited)

41

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:

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

(unaudited)

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

(unaudited)

Consolidated Results

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Net sales decreased $229 million, or 9%, for the three months ended September 30, 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, primarily driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics;

partially offset by:

• a favorable currency impact from our Engineered Materials and Acetyl Chain segments, primarily resulting from a stronger euro relative to the U.S. dollar.

Operating profit decreased $1.5 billion, or 620%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel® (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
• lower Net sales across our segments.

Equity in net earnings (loss) of affiliates decreased $12 million, or 24%, for the three months ended September 30, 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 from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Dividend income - equity investments increased $10 million, or 33%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• a change in the timing of dividend income from our strategic affiliates in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.

Our effective income tax rate for the three months ended September 30, 2025 was 1% compared to 34% for the same period in 2024, primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales decreased $570 million, or 7%, for the nine months ended September 30, 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, primarily in our Acetyl Chain segment due to an environment with greater supply than demand and in our Engineered Materials segment 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 profit decreased $1.6 billion, or 226%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel® (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
• lower Net sales across our segments;

partially offset by:

• lower spending of $92 million in Other Activities, primarily due to realization of synergy and cost savings during the nine months ended September 30, 2025, and information technology ("IT") integration costs which did not recur in the current period; and
• accelerated depreciation expense of $72 million in our Engineered Materials segment, during the nine months ended September 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period.

Equity in net earnings (loss) of affiliates decreased $67 million, or 43%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• a decrease in earnings from our Ibn Sina strategic affiliate, primarily as a result of lower MTBE volume arising from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Dividend income - equity investments decreased $13 million, or 14%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• a change in the timing of dividend income from our strategic affiliates in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.

Our effective income tax rate for the nine months ended September 30, 2025 was 6% compared to 24% for the same period in 2024, primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes. The rate for the nine months ended September 30, 2025 was also favorably impacted by a deferred tax benefit related to the relocation of certain intangible assets among wholly owned foreign affiliates as part of the continued integration of global principal operations and a tax benefit related to the settlement of tax examinations with the German tax authorities for the tax years 2008 through 2012 during the three months ended June 30, 2025. These favorable impacts to the effective tax rate for the nine months ended September 30, 2025, compared to the same period in 2024, were partially offset by increases in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period during the three months ended March 31, 2025. In addition, the effective income tax rate for the nine months ended September 30, 2024, included non-recurring tax effects related to internal debt restructuring transactions for the three months ended March 31, 2024. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Business Segments

Engineered Materials

(unaudited)

(In $ millions, except percentages)

Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.

The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw materials costs through appropriate pricing actions.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Net sales decreased for the three months ended September 30, 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;

partially offset by:

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

Operating profit decreased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel® (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
• lower Net sales.

Equity in net earnings (loss) of affiliates decreased for the three months ended September 30, 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 MTBE volume from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales decreased for the nine months ended September 30, 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.

Operating profit decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel® (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
• lower Net sales;

partially offset by:

• accelerated depreciation expense of $72 million during the nine months ended September 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period.

Equity in net earnings (loss) of affiliates decreased for the nine months ended September 30, 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 MTBE volume arising from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Acetyl Chain

(unaudited)

(In $ millions, except percentages)

Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives, and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors.

The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw materials costs over months or quarters.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Net sales decreased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower pricing for our products globally, due to an environment with greater supply than demand during the three months ended September 30, 2025; and
• lower volume across the chain, primarily for acetate tow, due to decreased global demand and reduced seasonality;

partially offset by:

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

Operating profit decreased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower Net sales.

Dividend income - equity investments increased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• a change in the timing of dividend income from our strategic affiliates in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower pricing for our products globally, due to an environment with greater supply than demand during the nine months ended September 30, 2025; and
• lower volume across the chain, primarily for acetate tow and acid, due to decreased global demand and reduced seasonality.

Operating profit decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower Net sales.

Dividend income - equity investments decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• a change in the timing of dividend income from our strategic affiliates in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.

Other Activities

(unaudited)

(In $ millions, except percentages)

Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Operating loss decreased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower spending of $20 million, primarily due to realization of synergy and cost savings actions incurred during the three months ended September 30, 2025;

partially offset by:

• an unfavorable currency impact.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Operating loss decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:

• lower spending of $92 million, primarily due to realization of synergy and cost savings actions during the nine months ended September 30, 2025, and IT integration costs which did not recur in the current period.

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 September 30, 2025, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $54 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. In addition, we held cash and cash equivalents of $1.4 billion as of September 30, 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 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. As a result of the intended closure, we expect to incur exit and shutdown costs, excluding employee termination costs, of approximately $70 million to $90 million, consisting primarily of accelerated depreciation on property, plant and equipment of approximately $55 million to $65 million and plant closure costs of approximately $15 million to $25 million. In addition, we expect to incur certain employee termination costs, which are subject to works council consultation. All costs resulting from the planned closure are expected to be incurred during fiscal years 2026 through 2028.

Also on October 28, 2025, we entered into a purchase and sale agreement with Element Solutions Inc to divest our Micromax® portfolio of products, for a purchase price of approximately $500 million in cash, subject to adjustments. The transaction is expected to close in the first quarter of 2026, subject to certain regulatory approvals and other customary closing conditions. For further information regarding the divestiture, see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.

Our incurrence of debt to finance the purchase price for a majority of the Mobility & Materials business (the "M&M Business") acquired from DuPont de Nemours, Inc. in November 2022 (the "M&M Acquisition") has 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, in November 2024, we announced our intent to reduce our quarterly dividend by approximately 95 percent 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 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 12 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.

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 2025. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant construction was completed in the third quarter of 2025 and start-up is on schedule to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026. At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit has completed detailed engineering design though construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is delayed consistent with our capital reductions. 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 quarter 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.

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.

We remain in compliance with the covenants in the existing Global Credit Agreements (defined below, and as amended to date) and expect to remain in compliance based on our current expectation of future results of operations and planned cash generation activities. If the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of any impacted covenants, which may increase our borrowing costs under the existing Global Credit Agreements.

Cash Flows

Cash and cash equivalents increased $478 million to $1.4 billion as of September 30, 2025 compared to December 31, 2024. As of September 30, 2025, $830 million of the $1.4 billion of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we incurred a prior year charge associated with the deemed repatriation of foreign earnings. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations.

• Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities increased $422 million to $894 million for the nine months ended September 30, 2025 compared to net cash provided by operating activities of $472 million for the same period in 2024, primarily due to:

• favorable trade working capital of $576 million, primarily due to inventory reductions and the timing of collection of trade receivables and settlement of trade payables, during the nine months ended September 30, 2025;

partially offset by:

• a decrease in Net earnings, excluding the non-cash impacts of the impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel® (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
• Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities decreased $97 million to $245 million for the nine months ended September 30, 2025 compared to net cash used in investing activities of $342 million for the same period in 2024, primarily due to:

• a decrease of $71 million in capital expenditures during the nine months ended September 30, 2025; and
• a decrease in other investing activities, primarily due to non-trade transactions with affiliates.
• Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities decreased $935 million to $189 million for the nine months ended September 30, 2025 compared to net cash used in financing activities of $1.1 billion for the same period in 2024, primarily due to:

• an increase in proceeds from long-term debt primarily due to the 2025 Offering (defined below) of $2.6 billion;
• a decrease in common stock dividends paid of $221 million during the nine months ended September 30, 2025; and
• an increase in net borrowings on short-term debt of $179 million, primarily due to an increase in net borrowings on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $84 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 the Tender Offers (defined below) of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $550 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, 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 nine months ended September 30, 2024.

Debt and Other Obligations

• Senior Credit Facilities

In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). As of September 30, 2025, $330 million was outstanding under the March 2022 U.S. Term Loan Credit Agreement. $150 million of such outstanding amount was repaid on October 29, 2025, and $50 million was repaid on November 3, 2025.

In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into an amendment and restatement of an existing credit facility agreement (the "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility", and together with any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain fixed and floating rates. In April 2024, the CSIT January 2023 Facility was reduced to CNY750 million, and in December 2024, the CSIT January 2023 Facility was reduced to CNY550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.

Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "January 2023 CSIT One Year Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the January 2023 CSIT One Year Working Capital Term Loan Agreement was fully drawn in January 2023 and was fully repaid during the three months ended March 31, 2024.

In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "December 2023 CNC Three Year Working Capital Loan Agreement"). The loan under the December 2023 CNC Three Year Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024. On July 18, 2025, CNC entered into an agreement to amend the December 2023 CNC Three Year Working Capital Loan Agreement to adopt certain floating rates.

In June 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 2027 and bearing interest at 2.75% (the "June 2024 CNC Three Year Working Capital Loan Agreement"). CNY720 million of the June 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025. On July 18, 2025, CNC entered into an agreement to amend the June 2024 CNC Three Year Working Capital Loan Agreement to adopt certain floating rates.

In November 2024, we entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement accrued interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on our senior unsecured debt rating, subject to further changes based on such ratings. $500 million was drawn under the November 2024 U.S. Term Loan Credit Agreement during the three months ended March 31, 2025, and any remaining commitments thereunder terminated on March 15, 2025. $500 million of such drawn amount was repaid and the facility was terminated during the nine months ended September 30, 2025.

In December 2024, CNC entered into a senior unsecured working capital loan agreement for CNY1.0 billion, payable in installments until March 2028 and bearing interest at certain floating rates (the "December 2024 CNC Three Year Working Capital Loan Agreement"). CNY872 million of the December 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025.

On March 6, 2025, CNC entered into a senior unsecured working capital loan agreement for CNY750 million, payable in installments until March 2028 and bearing interest at certain floating rates (the "March 2025 CNC Three Year Working Capital Loan Agreement" together with the December 2024 CNC Three Year Working Capital Loan Agreement, the June 2024 CNC Three Year Working Capital Loan Agreement, the December 2023 CNC Three Year Working Capital Loan Agreement, the January 2023 CSIT One Year Working Capital Term Loan Agreement, and the CSIT Revolving Credit Agreement, the "China Credit Agreements"). CNY560 million of the March 2025 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025. We expect that the China Credit Agreements will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.

On August 11, 2025, we entered into a new revolving credit agreement (the "U.S. Revolving Credit Agreement", and together with the November 2024 U.S. Term Loan Credit Agreement and March 2022 U.S. Term Loan Credit Agreement, the "U.S. Credit Agreements," and the U.S. Credit Agreements together with the China Credit Agreements, "Global Credit Agreements" ) 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.

On February 16, 2024, November 1, 2024, February 17, 2025 and August 11, 2025, we amended certain covenants in certain of the U.S. Credit Agreements, including financial ratio maintenance covenants.

The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").

• Senior Notes

On March 14, 2025, Celanese U.S. completed a public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), of senior unsecured notes as follows (collectively, the "2025 Offering"):

Deferred financing costs related to the 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes.

On March 21, 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts (the "Tender Offers") as follows:

The net proceeds from the 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Agreement were used (i) to fund the Tender Offers, (ii) for repayment of other outstanding indebtedness, including the repayment of a portion of the March 2022 U.S. Term Loan Credit Agreement, the repayment of borrowings under the U.S. Revolving Credit Agreement and repayment of 6.050% Senior Notes due March 15, 2025 and (iii) related fees and expenses.

Refinancing expense in the unaudited interim consolidated statements of operations includes fees and expenses related to the Tender Offer, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, was $32 million.

There have been no material changes to our debt or other obligations described in our 2024 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.

• 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 $1.2 billion and $1.5 billion of accounts receivable under this agreement for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively, and collected $1.2 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $78 million were pledged by the SPE as collateral to the Purchasers as of September 30, 2025.

• Factoring and Discounting Agreements

We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $546 million and $700 million of accounts receivable under these factoring agreements for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively, and collected $533 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.

We have master discounting agreements (the "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 $53 million and $100 million from the accounts receivable transferred under the Master Discounting Agreements for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively.

Covenants

The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the existing U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the existing U.S. Credit Agreements, as amended). 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.

We are in compliance with the covenants in our material financing arrangements as of September 30, 2025.

See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information.

Guarantor Financial Information

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act (collectively, the "Senior Notes"). 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 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.

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; 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. Additionally, 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. Credit Agreements (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. Credit Agreements, 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. Credit Agreements, 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.

(unaudited)

(unaudited)

Share Capital

As disclosed above, in November 2024, we announced our intent to reduce our quarterly dividend by approximately 95% beginning in the first quarter of 2025. On October 15, 2025, 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 November 12, 2025 to holders of record as of October 28, 2025.

There have been no material changes to our share capital described in our 2024 Form 10-K other than those disclosed above and in Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements.

Contractual Obligations

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

Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2024 Form 10-K.

Tax Return Audits

Our tax returns have been under audit for the years 2013 through 2015 by the U.S., Netherlands and Germany (the "Authorities"). The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority. In the third quarter of 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit. We are engaged in continuing discussions with the U.S. tax authority on joint audit matters, as well as other separate matters, and are currently evaluating all additional potential remedies regarding the ongoing examinations.

In addition, our income tax returns in Mexico are under audit for the years 2018 through 2020, in Canada for the years 2016 through 2022, in the U.S. for the years 2016 through 2020, and in Germany for the years after 2012. In August 2023, we negotiated a partial settlement with the Mexico tax authorities for its audit for the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations. We are in discussions with the Mexican tax authorities regarding the preliminary findings from the 2019 audit. In September 2023, the Canadian tax authorities opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. We are in ongoing discussions regarding the audit findings with the Canadian tax authorities for the years 2016 through 2018 and do not expect a material impact to income tax expense resulting from the audit. The audit in the U.S. for the years 2016 through 2020 is in the data gathering phase. In the first quarter of 2025, we began settlement discussions with the German tax authorities on certain matters related to the German audit for the years after 2007, and in the second quarter of 2025, we concluded settlement discussions with the German tax authorities for the years 2008 through 2012. The associated tax effects from the settlement discussions are included in income tax expense in the consolidated statements of operations for the nine months ended September 30, 2025. The Company will record the impacts of any additional audit settlements as they are concluded but currently does not expect additional material impacts to the consolidated statements of operations.

As of September 30, 2025, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations by governmental authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the governmental authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Business Environment

During the three months ended September 30, 2025, we continued to experience demand challenges in key end-markets like automotive, paints, coatings, and construction due to the tepid global macroeconomic conditions. We anticipate impacts to demand from western hemisphere seasonality and greater than usual year-end destocking in the fourth quarter of 2025. We will continue to closely monitor the impact of, and response to, tariffs and other geopolitical effects on demand conditions. We remain committed to identifying and implementing actions to improve long-term growth and value creation.

Critical Accounting Policies and Estimates

Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim 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 unaudited interim 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. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.

We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2024 Form 10-K.

Recent Accounting Pronouncements

See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.

Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2024 Form 10-K. See also Note 12 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of September 30, 2025, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2024 Form 10-K.