セラニーズの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32410

98-0420726

(State or other jurisdiction
of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000


N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange

4.777% Senior Notes due 2026	CE /26A	The New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	The New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	The New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	The New York Stock Exchange
5.000% Senior Notes due 2031	CE /31	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On August 11, 2025, Celanese Corporation (the "Company") issued a press release reporting the financial results for its second quarter 2025. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:


Exhibit Number
						Description

99.1						Press Release dated August 11, 2025*

99.2						Non-US GAAP Financial Measures and Supplemental Information dated August 11, 2025*

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

* In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			CELANESE CORPORATION
			By:			/s/ ASHLEY B. DUFFIE
			Name:			Ashley B. Duffie
			Title:			Senior Vice President, General Counsel and Corporate Secretary

			Date:			August 11, 2025

EX-99.1 2 q220258-kex991.htm EX-99.1 Document

Exhibit 99.1

Celanese Corporation Reports Second Quarter Earnings

Dallas, August 11, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter 2025 U.S. GAAP diluted earnings per share of $1.90 and adjusted earnings per share of $1.44. The Company generated net sales of $2.5 billion in the second quarter, a 6 percent increase from the previous quarter driven by increases of 4 percent in volume and 3 percent in currency, with a small offset in price. Most end-markets continued to be challenged in the second quarter, and Celanese remained focused on driving self-help measures to advance the strategic priorities of increasing cash to deleverage the balance sheet, intensifying cost improvements, and driving top-line growth through differentiated business models. These actions supported the Company's ability to deliver second quarter consolidated operating profit of $233 million, adjusted EBIT of $344 million, and operating EBITDA of $532 million at margins of 9, 14, and 21 percent, respectively. The results represented sequential improvement across all of these profitability metrics.

The difference between U.S. GAAP diluted earnings per share and adjusted earnings per share in the second quarter was due to tax benefit of $77 million offset by Certain Items totaling $42 million1.

Celanese implemented multiple new actions, in addition to previously announced plans, to deliver consistent earnings growth and increase cash generation to deleverage the balance sheet. These actions include the following:

•Utilized prepayment flexibility in the capital structure to fully repay the $200 million balance on the delayed draw term loan that was originally due in the first quarter of 2026. Additionally, since the close of the second quarter, the Company paid down an incremental $150 million of the five-year term senior unsecured loan due in 2027.

•Completed a new credit agreement and a new $1.75 billion senior unsecured revolving credit facility, which further reinforces the Company's strong liquidity position through 2030.

•Progressed to the second round of the Micromax® divestiture process, garnering significant interest from a large and diverse set of potential buyers.

•Announced the intention to exit the Sempach, Switzerland Elotex® redispersible powders location and the Engineered Materials Vamac® location at Sarnia (St. Clair) Canada. These actions are targeted to deliver approximately $5 to $10 million in cost savings in 2026. Activities from both sites will be absorbed into the Company's existing infrastructure.

1 Mainly driven by exit and shutdown costs related to business optimization projects.

"Since the start of 2025, we have been clear that cash generation is our number one priority, and I want to thank our teams for their focus and dedication in helping us achieve over $300 million of free cash flow in the quarter," said Scott Richardson, president and chief executive officer. "We anticipated the possibility of a challenging demand environment throughout the year and have emphasized the importance of cash generation, which has enabled us to pay off our delayed draw term loan," continued Richardson. "We are also pleased that the deliberate actions we took drove earnings results for us this quarter, especially in the Engineered Materials business. We are confident that our action plans will continue to drive value. However, the demand environment does not seem to be improving, so our focus remains unchanged. We continue to take aggressive actions to generate cash, reduce costs, and drive growth through our two highly differentiated business models."

Second Quarter 2025 Financial Highlights:


	Three Months Ended
	June 30, 2025		March 31, 2025		June 30, 2024
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	1,442		1,287		1,467

Acetyl Chain	1,115		1,116		1,202
Intersegment Eliminations	(25)		(14)		(18)
Total	2,532		2,389		2,651

Operating Profit (Loss)
Engineered Materials	165		96		138

Acetyl Chain	154		162		242
Other Activities	(86)		(90)		(130)
Total	233		168		250

Net Earnings (Loss)	202		(17)		153

Adjusted EBIT(1)
Engineered Materials	214		126		265

Acetyl Chain	196		168		277
Other Activities	(66)		(60)		(91)
Total	344		234		451

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	25		17		49
Acetyl Chain	43		3		33


Operating EBITDA(1)	532		414		632
Diluted EPS - continuing operations	$	1.90	$	(0.15)	$	1.42
Diluted EPS - total	$	1.81	$	(0.19)	$	1.41
Adjusted EPS(1)	$	1.44	$	0.57	$	2.38

Net cash provided by (used in) investing activities	(88)		(98)		(91)
Net cash provided by (used in) financing activities	(116)		45		(489)
Net cash provided by (used in) operating activities	410		37		292
Free cash flow(1)	311		(73)		173

____________________________

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

Second Quarter Business Segment Overview

Acetyl Chain

The Acetyl Chain delivered second quarter net sales of $1.1 billion, attributable to sequential declines of 1 percent in volume and 2 percent in price that were offset by an increase in currency. The overall demand environment for the business remained challenged. The business faced headwinds in acetate tow and the vinyls business. In acetate tow, sales were slower than anticipated, and customer inventory rebalancing from the first quarter did not abate as expected. In the vinyls business, pricing and volume actions the Company took did not fully materialize amid slowing demand. Acetyl Chain delivered second quarter operating profit of $154 million, adjusted EBIT of $196 million, and operating EBITDA of $260 million at margins of 14, 18, and 23 percent, respectively. In Asia, the Acetyl Chain was impacted by continued demand weakness across key end-markets like paints, coatings, and construction that was amplified by over-supply in China. In the Western Hemisphere, general demand sluggishness across these same key end-markets impacted the quarter. The Acetyl Chain continued to take actions to drive consistency of earnings, including optimizing production at low-cost, U.S. based assets, reducing operating rates at higher cost sites, and reducing global distribution costs to align with the demand environment.

Engineered Materials

Engineered Materials reported second quarter net sales of $1.4 billion, representing an increase of 12 percent compared to the previous quarter, consisting of a 9 percent increase in volume and a 3 percent increase due to currency. Volumes in the quarter were slightly improved from the previous quarter due to the easing of automotive destocking in Europe, but still below normal levels. Order books began to weaken in June, especially in Europe and China, and have continued to do so into the early stages of the third quarter. Engineered Materials reported second quarter operating profit of $165 million, adjusted EBIT of $214 million, and operating EBITDA of $326 million, with margins of 11, 15, and 23 percent, respectively. The strong business results were driven by deliberate actions taken earlier in the year to accelerate earnings improvement and offset headwinds related to a weaker demand environment and trade flow challenges. Product mix was favorable due to product positioned globally to capture available demand. Mix was also supported by continued focus on High Impact Programs (HIPs), higher margin projects that emphasize specialty product offerings. In terms of cash generation, Engineered Materials has continued to progress against the previously stated goal of reducing inventory by approximately $100 million in 2025.

Cash Flow and Tax

Celanese reported second quarter operating cash flow of $410 million and free cash flow of $311 million, which included cash capital expenditures of $93 million. Second quarter operating cash flow and free cash flow results were mainly driven by sequential earnings improvement and continued progress against inventory reduction goals in Engineered Materials.

The effective U.S. GAAP income tax rate for the three months ended June 30, 2025 was a benefit of 57 percent compared with an expense of 16 percent for the same period in 2024. The effective income tax rate for the current period is lower compared to the same period in 2024, primarily due to a net deferred tax benefit related to the relocation of certain intangible assets among wholly owned foreign affiliates as part of continued integration of global principal operations, and a tax benefit related to the resolution of a review of prior year tax matters.

Outlook

Celanese expects a softening demand environment across most key end-markets in the second half of the year. The Company anticipates slowing demand will partially offset the benefits from the cost reduction actions that are expected to be realized in the third quarter. Additionally, Celanese anticipates an approximate $25 million negative sequential impact to earnings due to ongoing inventory reduction efforts.

"In this low-demand environment that remains uncertain, we will continue to emphasize cash flow. While our order books are developing at a slower pace so far compared to last quarter, we remain agile and are poised to pivot our operations to align with available demand," said Scott Richardson. "Considering these dynamics, and our intention to release cash through inventory reduction, we anticipate third quarter adjusted earnings per share to be $1.10 to $1.40. Given the actions we are taking, our expectation remains to deliver $700 to $800 million of free cash flow in 2025."

"This is a challenging macro, and our teams are exhibiting resilience to continually find new areas to create value," continued Richardson. "We are relentlessly focused on identifying additional actions and we continue to take steps to stabilize the business, right size our cost structure, and position our company for long-term value creation."

Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT, operating EBITDA or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below.

The Company's prepared remarks related to the second quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on August 11, 2025. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.

Contacts:

Investor Relations

Media - U.S.

Media - Europe

Bill Cunningham

Jamaison Schuler

Petra Czugler

Phone: +1 302 772 5231

Phone: +1 972 443 4400

Phone: +49 69 45009 1206

william.cunningham@celanese.com

media@celanese.com

petra.czugler@celanese.com

Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs more than 11,000 employees worldwide with 2024 net sales of $10.3 billion.

Forward-Looking Statements

This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairments of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of weather, natural disasters, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-US GAAP Financial Information

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

Definitions of Non-US GAAP Financial Measures

cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales.

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

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

Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about August 11, 2025 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

Results Unaudited

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

Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025.

Supplemental Information

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

Consolidated Statements of Operations - Unaudited


	Three Months Ended
	June 30, 2025	March 31, 2025	June 30, 2024
	(In $ millions, except share and per share data)
Net sales	2,532	2,389	2,651
Cost of sales	(1,997)	(1,913)	(2,010)
Gross profit	535	476	641
Selling, general and administrative expenses	(213)	(230)	(255)
Amortization of intangible assets	(42)	(40)	(38)
Research and development expenses	(31)	(31)	(33)
Other (charges) gains, net	(20)	(31)	(48)
Foreign exchange gain (loss), net	6	21	(9)
Gain (loss) on disposition of businesses and assets, net	(2)	3	(8)
Operating profit (loss)	233	168	250
Equity in net earnings (loss) of affiliates	29	22	51
Non-operating pension and other postretirement employee benefit (expense) income	1	2	2
Interest expense	(177)	(170)	(174)
Refinancing expense	—	(32)	—
Interest income	7	4	10
Dividend income - equity investments	41	1	31

Other income (expense), net	1	2	13
Earnings (loss) from continuing operations before tax	135	(3)	183
Income tax (provision) benefit	77	(9)	(29)
Earnings (loss) from continuing operations	212	(12)	154
Earnings (loss) from operation of discontinued operations	(10)	(6)	(1)

Income tax (provision) benefit from discontinued operations	—	1	—
Earnings (loss) from discontinued operations	(10)	(5)	(1)
Net earnings (loss)	202	(17)	153
Net (earnings) loss attributable to noncontrolling interests	(3)	(4)	2
Net earnings (loss) attributable to Celanese Corporation	199	(21)	155
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	209	(16)	156
Earnings (loss) from discontinued operations	(10)	(5)	(1)
Net earnings (loss)	199	(21)	155
Earnings (loss) per common share - basic
Continuing operations	1.91	(0.15)	1.43
Discontinued operations	(0.09)	(0.04)	(0.01)
Net earnings (loss) - basic	1.82	(0.19)	1.42
Earnings (loss) per common share - diluted
Continuing operations	1.90	(0.15)	1.42
Discontinued operations	(0.09)	(0.04)	(0.01)
Net earnings (loss) - diluted	1.81	(0.19)	1.41
Weighted average shares (in millions)
Basic	109.5	109.4	109.3
Diluted	109.7	109.4	109.5

Consolidated Balance Sheets - Unaudited


	As of June 30, 2025	As of December 31, 2024

	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	1,173	962
Trade receivables - third party and affiliates, net	1,216	1,121
Non-trade receivables, net	703	493
Inventories	2,288	2,284



Other assets	295	285
Total current assets	5,675	5,145
Investments in affiliates	1,263	1,217
Property, plant and equipment, net	5,303	5,273
Operating lease right-of-use assets	388	388
Deferred income taxes	1,321	1,251
Other assets	525	555
Goodwill	5,466	5,387
Intangible assets, net	3,772	3,641
Total assets	23,713	22,857
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	252	1,501
Trade payables - third party and affiliates	1,283	1,228

Other liabilities	1,137	1,157

Income taxes payable	95	4
Total current liabilities	2,767	3,890
Long-term debt, net of unamortized deferred financing costs	12,689	11,078
Deferred income taxes	704	925
Uncertain tax positions	226	286
Benefit obligations	411	396
Operating lease liabilities	295	294
Other liabilities	917	408
Commitments and Contingencies
Shareholders' Equity


Treasury stock, at cost	(5,483)	(5,486)
Additional paid-in capital	419	409
Retained earnings	11,243	11,071
Accumulated other comprehensive income (loss), net	(903)	(848)
Total Celanese Corporation shareholders' equity	5,276	5,146
Noncontrolling interests	428	434
Total equity	5,704	5,580
Total liabilities and equity	23,713	22,857

EX-99.2 3 q220258-kex992.htm EX-99.2 Document

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

August 11, 2025

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

Purpose

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

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-US GAAP Financial Measures

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

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

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

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

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt

is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity.

Definitions

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA.

•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as operating profit (loss) attributable to Celanese Corporation.

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

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

rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.

•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our shareholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

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

•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.

•Cash dividends received from our equity investments.

•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025.

Table 1

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


	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	199	(21)	(1,531)	(1,923)	116	155	121
(Earnings) loss from discontinued operations	10	5	8	5	2	1	—
Interest income	(7)	(4)	(33)	(5)	(5)	(10)	(13)
Interest expense	177	170	676	164	169	174	169
Refinancing expense	—	32	—	—	—	—	—
Income tax provision (benefit)	(77)	9	507	384	61	29	33
Certain Items attributable to Celanese Corporation (Table 8)	42	43	2,009	1,696	114	102	97
Adjusted EBIT	344	234	1,636	321	457	451	407
Depreciation and amortization expense(1)	188	180	728	184	187	181	176
Operating EBITDA	532	414	2,364	505	644	632	583


	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	2	—	73	1	16	11	45

Acetyl Chain	—	—	—	—	—	—	—
Other Activities(2)	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	2	—	73	1	16	11	45
Depreciation and amortization expense(1)	188	180	728	184	187	181	176
Total depreciation and amortization expense	190	180	801	185	203	192	221

______________________________

(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.

(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2

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


	Q2 '25	Q1 '25		2024			Q4 '24			Q3 '24			Q2 '24			Q1 '24
			(In $ millions, except percentages)
















Operating Profit (Loss) / Operating Margin
Engineered Materials			165	11.4	%	96	7.5	%	(1,191)	(21.3)	%	(1,520)	(119.8)	%	102	6.9	%	138	9.4	%	89	6.5	%

Acetyl Chain			154	13.8	%	162	14.5	%	951	20.0	%	216	19.5	%	239	20.1	%	242	20.1	%	254	20.1	%
Other Activities(1)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total			233	9.2	%	168	7.0	%	(709)	(6.9)	%	(1,417)	(60.1)	%	248	9.4	%	250	9.4	%	210	8.0	%
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials			1			2			(1)			2			2			(4)			(1)
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain			2			2			9			1			2			2			4

Operating Profit (Loss) Attributable to Celanese Corporation			230	9.1	%	164	6.9	%	(717)	(7.0)	%	(1,420)	(60.2)	%	244	9.2	%	252	9.5	%	207	7.9	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials			164	11.4	%	94	7.3	%	(1,190)	(21.3)	%	(1,522)	(119.9)	%	100	6.8	%	142	9.7	%	90	6.5	%





Acetyl Chain			152	13.6	%	160	14.3	%	942	19.8	%	215	19.4	%	237	19.9	%	240	20.0	%	250	19.8	%
Other Activities(1)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total			230	9.1	%	164	6.9	%	(717)	(7.0)	%	(1,420)	(60.2)	%	244	9.2	%	252	9.5	%	207	7.9	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials			25			17			178			33			46			49			50




Acetyl Chain			43			3			138			35			34			33			36
Other Activities(1)			3			5			48			4			16			13			15
Total			71			25			364			72			96			95			101
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials			—			—			8			8			—			—			—




Acetyl Chain			—			—			—			—			—			—			—
Other Activities(1)			1			2			(28)			(35)			3			2			2
Total			1			2			(20)			(27)			3			2			2






Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials			25			15			1,851			1,625			91			74			61




Acetyl Chain			1			5			22			3			5			4			10
Other Activities(1)			16			23			136			68			18			24			26
Total			42			43			2,009			1,696			114			102			97
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials			214	14.8	%	126	9.8	%	847	15.1	%	144	11.3	%	237	16.0	%	265	18.1	%	201	14.6	%





Acetyl Chain			196	17.6	%	168	15.1	%	1,102	23.1	%	253	22.8	%	276	23.2	%	277	23.0	%	296	23.5	%
Other Activities(1)			(66)			(60)			(313)			(76)			(56)			(91)			(90)
Total			344	13.6	%	234	9.8	%	1,636	15.9	%	321	13.6	%	457	17.3	%	451	17.0	%	407	15.6	%

___________________________

(1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2

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


	Q2 '25	Q1 '25		2024			Q4 '24			Q3 '24			Q2 '24			Q1 '24
			(In $ millions, except percentages)




















Depreciation and Amortization Expense(1)
Engineered Materials			112			109			437			114			111			110			102




Acetyl Chain			64			61			244			63			63			61			57
Other Activities(2)			12			10			47			7			13			10			17
Total			188			180			728			184			187			181			176
Operating EBITDA / Operating EBITDA Margin
Engineered Materials			326	22.6	%	235	18.3	%	1,284	22.9	%	258	20.3	%	348	23.5	%	375	25.6	%	303	22.0	%





Acetyl Chain			260	23.3	%	229	20.5	%	1,346	28.3	%	316	28.5	%	339	28.5	%	338	28.1	%	353	28.0	%
Other Activities(2)			(54)			(50)			(266)			(69)			(43)			(81)			(73)
Total			532	21.0	%	414	17.3	%	2,364	23.0	%	505	21.4	%	644	24.3	%	632	23.8	%	583	22.3	%

___________________________

(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.

(2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 3

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


	Q2 '25		Q1 '25			2024			Q4 '24			Q3 '24			Q2 '24			Q1 '24
						per share			per share			per share			per share			per share			per share		per share
				(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation				209		1.90	(16)		(0.15)	(1,523)		(13.94)	(1,918)		(17.54)	118		1.08	156		1.42	121	1.10
Income tax provision (benefit)				(77)			9			507			384			61			29			33
Earnings (loss) from continuing operations before tax				132			(7)			(1,016)			(1,534)			179			185			154
Certain Items attributable to Celanese Corporation (Table 8)				42			43			2,009			1,696			114			102			97
Refinancing and related expenses		—			32			—			—			—			—			—
Adjusted earnings (loss) from continuing operations before tax				174			68			993			162			293			287			251
Income tax (provision) benefit on adjusted earnings(1)				(16)			(6)			(89)			(14)			(26)			(26)			(23)
Adjusted earnings (loss) from continuing operations(2)				158		1.44	62		0.57	904		8.27	148		1.35	267		2.44	261		2.38	228	2.08
				Diluted shares (in millions)(3)
Weighted average shares outstanding				109.5			109.4			109.3			109.4			109.3			109.3			109.1
Incremental shares attributable to equity awards				0.2			—			—			—			0.2			0.2			0.4
Total diluted shares				109.7			109.4			109.3			109.4			109.5			109.5			109.5

______________________________

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


	Q2 '25	Q1 '25		2024		Q4 '24		Q3 '24		Q2 '24		Q1 '24

Adjusted effective tax rate			9		9		9		9		9		9	9

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


	Actual Plan Asset Returns	Expected Plan Asset Returns
	(In percentages)

2024	2.5	5.3

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

Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited


	Estimated	Actual
	2025	2024
	(In percentages)
US GAAP annual effective tax rate	2	(50)
Discrete quarterly recognition of GAAP items(1)	7	1
Tax impact of other charges and adjustments(2)	(2)	98


Changes in valuation allowances, excluding impact of other charges and adjustments(3)	(6)	(40)
Other, includes effect of discrete current year transactions(4)	8	—
Adjusted tax rate	9	9

______________________________

Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results.

(1)Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.

(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.

(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.

(4)Includes tax impacts related to full-year actual tax opportunities and related costs, as well as current year realization of U.S. GAAP benefits deferred in prior years.

Table 4

Net Sales by Segment - Unaudited


	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	1,442	1,287	5,595	1,269	1,481	1,467	1,378

Acetyl Chain	1,115	1,116	4,763	1,110	1,190	1,202	1,261





Intersegment eliminations(1)	(25)	(14)	(90)	(21)	(23)	(18)	(28)
Net sales	2,532	2,389	10,268	2,358	2,648	2,651	2,611

___________________________

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

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	9	—	3	12

Acetyl Chain	(1)	(2)	3	—

Total Company	4	(1)	3	6

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	—	2	(1)	1

Acetyl Chain	3	(1)	(1)	1

Total Company	2	—	(1)	1

Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(10)	(3)	(1)	(14)

Acetyl Chain	(4)	(2)	(1)	(7)

Total Company	(7)	(3)	(1)	(11)

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


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	—	—	1	1

Acetyl Chain	—	(2)	1	(1)

Total Company	—	(1)	1	—

Three Months Ended June 30, 2024 Compared to Three Months Ended March 31, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	7	—	(1)	6

Acetyl Chain	(1)	(4)	—	(5)

Total Company	4	(2)	—	2

Three Months Ended March 31, 2024 Compared to Three Months Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	—	—	(1)

Acetyl Chain	5	1	1	7

Total Company	1	1	—	2

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(3)	(1)	2	(2)

Acetyl Chain	(2)	(7)	2	(7)

Total Company	(2)	(4)	2	(4)

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(4)	(2)	(1)	(7)

Acetyl Chain	(6)	(4)	(1)	(11)

Total Company	(5)	(3)	(1)	(9)

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(6)	(3)	—	(9)

Acetyl Chain	(2)	(4)	—	(6)

Total Company	(4)	(4)	—	(8)

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(1)	(2)	—	(3)

Acetyl Chain	1	(3)	—	(2)

Total Company	—	(3)	—	(3)

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(2)	(4)	(1)	(7)

Acetyl Chain	4	(6)	(1)	(3)

Total Company	1	(5)	(1)	(5)

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(12)	(2)	(1)	(15)

Acetyl Chain	11	(10)	—	1

Total Company	(2)	(5)	(1)	(8)

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(5)	(3)	(1)	(9)

Acetyl Chain	4	(6)	—	(2)

Total Company	(1)	(4)	(1)	(6)

Table 5

Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited


	Q2 '25		Q1 '25		2024		Q4 '24		Q3 '24		Q2 '24		Q1 '24
	(In $ millions, except percentages)
Net cash provided by (used in) investing activities	(88)		(98)		(470)		(128)		(100)		(91)		(151)
Net cash provided by (used in) financing activities	(116)		45		(1,313)		(189)		(376)		(489)		(259)

Net cash provided by (used in) operating activities	410		37		966		494		79		292		101
Capital expenditures on property, plant and equipment	(93)		(102)		(435)		(105)		(88)		(105)		(137)
Contributions from/(Distributions) to NCI	(6)		(8)		(33)		(8)		(7)		(14)		(4)
Free cash flow(1)	311		(73)		498		381		(16)		173		(40)

Net sales	2,532		2,389		10,268		2,358		2,648		2,651		2,611

Free cash flow as % of Net sales	12.3	%	(3.1)	%	4.9	%	16.2	%	(0.6)	%	6.5	%	(1.5)	%

______________________________

(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures.

Table 6

Cash Dividends Received - Unaudited


	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Dividends from equity method investments	21	31	160	38	26	69	27
Dividends from equity investments without readily determinable fair values	41	1	128	33	30	31	34
Total	62	32	288	71	56	100	61

Table 7

Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited


	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	252	406	1,501	1,501	1,607	1,977	2,439
Long-term debt, net of unamortized deferred financing costs	12,689	12,378	11,078	11,078	11,324	11,058	11,018
Total debt	12,941	12,784	12,579	12,579	12,931	13,035	13,457
Cash and cash equivalents	(1,173)	(951)	(962)	(962)	(813)	(1,185)	(1,483)
Net debt	11,768	11,833	11,617	11,617	12,118	11,850	11,974

Table 8

Certain Items - Unaudited

The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:


	Q2 '25	Q1 '25	2024	Q4 '24		Q3 '24		Q2 '24	Q1 '24	Income Statement Classification
	(In $ millions)
Exit and shutdown costs	27	32	236	47		52		69	68	Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income
Asset impairments	—	—	1,638	1,601	(1)	34	(2)	3	—	Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters	—	3	13	3		3		—	7	Cost of sales
Mergers, acquisitions and dispositions	12	5	80	12		17		26	25	Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	—	—	27	27		—		—	—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes	2	3	8	6		7		3	(8)	Cost of sales / SG&A / Other (charges) gains, net

(Gain) loss on disposition of businesses and assets	—	—	2	—		1		1	—	Gain (loss) on disposition of businesses and assets, net
Other	1	—	5	—		—		—	5	Cost of sales / SG&A
Certain Items attributable to Celanese Corporation	42	43	2,009	1,696		114		102	97

___________________________

(1)Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from our interim goodwill and indefinite-lived intangible assets impairment tests.

(2)Related to impairment of certain tradenames, primarily Zytel®, in connection with our annual goodwill and indefinite-lived intangible asset impairment tests.

Table 9

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


			2024
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			(1,531)

Adjusted EBIT (Table 1)			1,636
Adjusted effective tax rate (Table 3a)			9	%
Adjusted EBIT tax effected			1,489

	2024	2023	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	1,501	1,383	1,442
Long-term debt, net of unamortized deferred financing costs	11,078	12,301	11,690
Celanese Corporation shareholders' equity	5,146	7,071	6,109
Invested capital			19,241

Return on invested capital (adjusted)			7.7	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			(8.0)	%