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): November 6, 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 November 6, 2025, Celanese Corporation (the "Company") issued a press release reporting the financial results for its third 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 November 6, 2025*

99.2						Non-US GAAP Financial Measures and Supplemental Information dated November 6, 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:			November 6, 2025

EX-99.1 2 q320258-kex991.htm EX-99.1 Document

Exhibit 99.1

Celanese Corporation Reports Third Quarter Earnings

Dallas, November 6, 2025: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter 2025 U.S. GAAP diluted loss per share of ($12.39) and adjusted earnings per share of $1.34. The Company generated net sales of $2.4 billion in the third quarter, a sequential 4 percent decline driven by decreases of 4 percent in volume and 1 percent in price, with a small currency offset. Most end-markets continued to be challenged in the third quarter and caused sequential volume declines in both businesses. The Company reported third quarter consolidated operating loss of ($1.3) billion, adjusted EBIT of $326 million, and operating EBITDA of $517 million at margins of (53), 14, and 21 percent, respectively. Celanese remained focused on advancing the strategic priorities of increasing cash to deleverage the balance sheet, intensifying cost improvements, and driving top-line growth through differentiated business models. Consistent with these priorities, the Company realized a significant milestone with the announcement in the quarter of a definitive agreement to divest the Micromax® business. These actions also supported the Company's ability to generate operating cash flow in the third quarter of $447 million and free cash flow of $375 million.

The difference between U.S. GAAP diluted earnings per share and adjusted earnings per share in the third quarter was primarily due to Certain Items totaling $1.5 billion1 principally due to non-cash asset impairment losses in the Engineered Materials reporting segment.

Celanese made significant progress in advancing strategic priorities, including the following key milestones:

•Signed a definitive agreement to divest the Micromax® portfolio of products to Element Solutions Inc. The transaction price is approximately $500 million, subject to adjustments. The net proceeds of the transaction will be dedicated to deleveraging the balance sheet. The Company expects the transaction to close in the first quarter of 2026, subject to certain regulatory approvals and other customary closing conditions.

•Announced the intent to cease operations at the acetate tow facility in Lanaken, Belgium during the second half of 2026. The intended closure follows a comprehensive evaluation of longer-term end-market trends as well as the need to optimize the Company's cost structure, particularly in light of the comparably high energy and operating costs associated with the Lanaken site. Celanese remains confident in its ability to continue to meet customers' needs during and after the closure process.

1 Primarily related to impairment of goodwill and certain trade names arising from our annual goodwill and indefinite-lived intangible assets impairment tests.

•In the fourth quarter, repaid an additional $200 million towards the five-year term loan due in 2027. This was in addition to the $150 million payment made in the third quarter against the same five-year term loan due in 2027.

•Unveiled the enhanced Chemille® Digital Assistant at the K Show held in October in Dusseldorf, Germany. AskChemille.com® is an AI-powered platform designed to simplify and accelerate material selection for customers. The tool delivers tailored material recommendations by analyzing product properties and application needs.

"Our strong third quarter free cash flow and Micromax® divestiture announcement clearly demonstrate that we are executing against our strategic action plans," said Scott Richardson, president and chief executive officer. "Our third quarter free cash flow performance is a substantial improvement over the same period last year and shows the robust cash generation capabilities we have and continue to utilize. The signing of the Micromax® divestiture demonstrates our commitment to aggressively and prudently taking steps to deleverage our balance sheet. I thank our teams for their tenacity and resilience in driving these outcomes," continued Richardson. "We have two strong businesses, and the action plans in each are driving value even in a demand environment that remains challenging. We can't control the macroeconomic environment, so our plan is simple: keep identifying and executing actions to generate cash, reduce costs, and drive growth through our two highly differentiated business models."

Third Quarter 2025 Financial Highlights:


	Three Months Ended
	September 30, 2025		June 30, 2025		September 30, 2024
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	1,384		1,442		1,481

Acetyl Chain	1,061		1,115		1,190
Intersegment Eliminations	(26)		(25)		(23)
Total	2,419		2,532		2,648

Operating Profit (Loss)
Engineered Materials	(1,327)		164		100

Acetyl Chain	135		153		238
Other Activities	(83)		(86)		(93)
Total	(1,275)		231		245

Net Earnings (Loss)	(1,353)		200		117

Adjusted EBIT(1)
Engineered Materials	200		213		235

Acetyl Chain	187		195		275
Other Activities	(61)		(66)		(56)
Total	326		342		454

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	35		25		46
Acetyl Chain	44		43		34


Operating EBITDA(1)	517		530		641
Diluted EPS - continuing operations	$	(12.39)	$	1.89	$	1.05
Diluted EPS - total	$	(12.39)	$	1.80	$	1.03
Adjusted EPS(1)	$	1.34	$	1.43	$	2.41

Net cash provided by (used in) investing activities	(59)		(88)		(100)
Net cash provided by (used in) financing activities	(118)		(116)		(376)
Net cash provided by (used in) operating activities	447		410		79
Free cash flow(1)	375		311		(16)

____________________________

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

Third Quarter Business Segment Overview

Engineered Materials

Engineered Materials reported third quarter net sales of $1.4 billion, representing a decrease of 4 percent compared to the previous quarter, consisting of a 6 percent decrease in volume and partially offset by increases of 1 percent in both price and currency. Volumes were impacted as customers remained cautious amid lingering geopolitical uncertainty. Auto builds declined sequentially, and other key end-markets remained at lower-than-normal levels. Engineered Materials reported third quarter operating loss of ($1.3) billion, adjusted EBIT of $200 million, and operating EBITDA of $315 million, with margins of (96), 14, and 23 percent, respectively. The results were driven by the business' efforts to reduce costs and drive mix enrichment, despite volume headwinds. Engineered Materials reduced costs through programs targeted at lowering discretionary spend, decreasing sales, general, and administrative (SG&A) costs, and streamlining the logistics and distribution network. Product mix was favorable and supported by commercialization of High Impact Programs (HIPs), which are higher margin projects that emphasize specialty product offerings. Additionally, the business has continued to progress against the previously stated goal of reducing inventory by approximately $100 million in 2025 to support cash generation.

Acetyl Chain

The Acetyl Chain delivered third quarter net sales of $1.1 billion, representing a sequential decrease of 5 percent, consisting of declines of 4 percent in price and 2 percent in volume with a small currency offset. The overall demand environment for the business remained challenged. The quarterly performance reflected continued headwinds in end-markets like building and construction, especially in the western hemisphere vinyls business, as well as continued challenges in acetate tow. Additionally, the quarter was impacted by an unplanned outage at the Clear Lake, Texas methanol unit. The Acetyl Chain delivered third quarter operating profit of $135 million, adjusted EBIT of $187 million, and operating EBITDA of $250 million at margins of 13, 18, and 24 percent, respectively. The business continued to take multiple actions to drive consistency of earnings. These included 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.

Cash Flow and Tax

Celanese reported third quarter operating cash flow of $447 million and free cash flow of $375 million, which included cash capital expenditures of $64 million. Third quarter operating cash flow and free cash flow results were mainly driven by cost reductions, continued execution of the inventory reduction goals in Engineered Materials, and timing of working capital.

The effective U.S. GAAP income tax rate for the three months ended September 30, 2025 was 1 percent compared to 34 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 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 effective tax rate for adjusted earnings was 8 percent based on expected jurisdictional mix of earnings for the full year and consideration of other non-recurring U.S. GAAP items.

Outlook

"We expect to see volume declines in the fourth quarter due to western hemisphere seasonality, partially offset by our cost reduction efforts. We continue to look for new productivity levers every day," said Scott Richardson. "Considering these dynamics, we anticipate fourth quarter adjusted earnings per share to be $0.85 to $1.00."

"We remain focused on our key priorities of generating cash flow to accelerate deleveraging, intensifying cost improvements, and driving top line growth. Our third quarter cash performance shows strong progress towards our expected range of $700 to $800 million of free cash flow in 2025," continued Richardson. "Importantly, we continue to focus on stable and sustainable delivery of cash through this year and into 2026, which is critical to 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 third quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on November 6, 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 November 6, 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 September 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
	September 30, 2025	June 30, 2025	September 30, 2024
	(In $ millions, except share and per share data)
Net sales	2,419	2,532	2,648
Cost of sales	(1,898)	(1,998)	(2,029)
Gross profit	521	534	619
Selling, general and administrative expenses	(231)	(214)	(248)
Amortization of intangible assets	(42)	(42)	(40)
Research and development expenses	(31)	(31)	(32)
Other (charges) gains, net	(1,491)	(20)	(61)
Foreign exchange gain (loss), net	2	6	10
Gain (loss) on disposition of businesses and assets, net	(3)	(2)	(3)
Operating profit (loss)	(1,275)	231	245
Equity in net earnings (loss) of affiliates	39	29	51
Non-operating pension and other postretirement employee benefit (expense) income	2	1	3
Interest expense	(177)	(177)	(169)

Interest income	7	7	5
Dividend income - equity investments	40	41	30

Other income (expense), net	4	1	15
Earnings (loss) from continuing operations before tax	(1,360)	133	180
Income tax (provision) benefit	7	77	(61)
Earnings (loss) from continuing operations	(1,353)	210	119
Earnings (loss) from operation of discontinued operations	—	(10)	(3)

Income tax (provision) benefit from discontinued operations	—	—	1
Earnings (loss) from discontinued operations	—	(10)	(2)
Net earnings (loss)	(1,353)	200	117
Net (earnings) loss attributable to noncontrolling interests	(4)	(3)	(4)
Net earnings (loss) attributable to Celanese Corporation	(1,357)	197	113
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	(1,357)	207	115
Earnings (loss) from discontinued operations	—	(10)	(2)
Net earnings (loss)	(1,357)	197	113
Earnings (loss) per common share - basic
Continuing operations	(12.39)	1.89	1.05
Discontinued operations	—	(0.09)	(0.02)
Net earnings (loss) - basic	(12.39)	1.80	1.03
Earnings (loss) per common share - diluted
Continuing operations	(12.39)	1.89	1.05
Discontinued operations	—	(0.09)	(0.02)
Net earnings (loss) - diluted	(12.39)	1.80	1.03
Weighted average shares (in millions)
Basic	109.6	109.5	109.3
Diluted	109.6	109.7	109.5

Consolidated Balance Sheets - Unaudited


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

	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	1,440	962
Trade receivables - third party and affiliates, net	1,038	1,121
Non-trade receivables, net	657	493
Inventories	2,213	2,284


Assets held for sale	471	—
Other assets	271	266
Total current assets	6,090	5,126
Investments in affiliates	1,259	1,217
Property, plant and equipment, net	5,172	5,273
Operating lease right-of-use assets	372	388
Deferred income taxes	1,347	1,251
Other assets	546	555
Goodwill	4,170	5,387
Intangible assets, net	3,213	3,641
Total assets	22,169	22,838
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,199	1,501
Trade payables - third party and affiliates	1,248	1,228
Liabilities held for sale	62	—
Other liabilities	1,171	1,157

Income taxes payable	47	4
Total current liabilities	3,727	3,890
Long-term debt, net of unamortized deferred financing costs	11,655	11,078
Deferred income taxes	669	923
Uncertain tax positions	230	286
Benefit obligations	402	396
Operating lease liabilities	278	294
Other liabilities	829	408
Commitments and Contingencies
Shareholders' Equity


Treasury stock, at cost	(5,483)	(5,486)
Additional paid-in capital	425	409
Retained earnings	9,861	11,054
Accumulated other comprehensive income (loss), net	(849)	(848)
Total Celanese Corporation shareholders' equity	3,954	5,129
Noncontrolling interests	425	434
Total equity	4,379	5,563
Total liabilities and equity	22,169	22,838

EX-99.2 3 q320258-kex992.htm EX-99.2 Document

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

November 6, 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

Table 1

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


	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	(1,357)	197	(24)	(1,542)	(1,925)	113	152	118
(Earnings) loss from discontinued operations	—	10	5	8	5	2	1	—
Interest income	(7)	(7)	(4)	(33)	(5)	(5)	(10)	(13)
Interest expense	177	177	170	676	164	169	174	169
Refinancing expense	—	—	32	—	—	—	—	—
Income tax provision (benefit)	(7)	(77)	9	507	384	61	29	33
Certain Items attributable to Celanese Corporation (Table 8)	1,520	42	43	2,009	1,696	114	102	97
Adjusted EBIT	326	342	231	1,625	319	454	448	404
Depreciation and amortization expense(1)	191	188	180	728	184	187	181	176
Operating EBITDA	517	530	411	2,353	503	641	629	580


	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	3	2	—	73	1	16	11	45

Acetyl Chain	—	—	—	—	—	—	—	—
Other Activities(2)	—	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	3	2	—	73	1	16	11	45
Depreciation and amortization expense(1)	191	188	180	728	184	187	181	176
Total depreciation and amortization expense	194	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


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
















Operating Profit (Loss) / Operating Margin
Engineered Materials			(1,327)	(95.9)	%	164	11.4	%	94	7.3	%	(1,197)	(21.4)	%	(1,521)	(119.9)	%	100	6.8	%	136	9.3	%	88	6.4	%

Acetyl Chain			135	12.7	%	153	13.7	%	161	14.4	%	946	19.9	%	215	19.4	%	238	20.0	%	241	20.0	%	252	20.0	%
Other Activities(1)			(83)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total			(1,275)	(52.7)	%	231	9.1	%	165	6.9	%	(720)	(7.0)	%	(1,419)	(60.2)	%	245	9.3	%	247	9.3	%	207	7.9	%
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials			3			1			2			(1)			2			2			(4)			(1)
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain			1			2			2			9			1			2			2			4

Operating Profit (Loss) Attributable to Celanese Corporation			(1,279)	(52.9)	%	228	9.0	%	161	6.7	%	(728)	(7.1)	%	(1,422)	(60.3)	%	241	9.1	%	249	9.4	%	204	7.8	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials			(1,330)	(96.1)	%	163	11.3	%	92	7.1	%	(1,196)	(21.4)	%	(1,523)	(120.0)	%	98	6.6	%	140	9.5	%	89	6.5	%





Acetyl Chain			134	12.6	%	151	13.5	%	159	14.2	%	937	19.7	%	214	19.3	%	236	19.8	%	239	19.9	%	248	19.7	%
Other Activities(1)			(83)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total			(1,279)	(52.9)	%	228	9.0	%	161	6.7	%	(728)	(7.1)	%	(1,422)	(60.3)	%	241	9.1	%	249	9.4	%	204	7.8	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials			35			25			17			178			33			46			49			50




Acetyl Chain			44			43			3			138			35			34			33			36
Other Activities(1)			4			3			5			48			4			16			13			15
Total			83			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)			2			1			2			(28)			(35)			3			2			2
Total			2			1			2			(20)			(27)			3			2			2






Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials			1,495			25			15			1,851			1,625			91			74			61




Acetyl Chain			9			1			5			22			3			5			4			10
Other Activities(1)			16			16			23			136			68			18			24			26
Total			1,520			42			43			2,009			1,696			114			102			97
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials			200	14.5	%	213	14.8	%	124	9.6	%	841	15.0	%	143	11.3	%	235	15.9	%	263	17.9	%	200	14.5	%





Acetyl Chain			187	17.6	%	195	17.5	%	167	15.0	%	1,097	23.0	%	252	22.7	%	275	23.1	%	276	23.0	%	294	23.3	%
Other Activities(1)			(61)			(66)			(60)			(313)			(76)			(56)			(91)			(90)
Total			326	13.5	%	342	13.5	%	231	9.7	%	1,625	15.8	%	319	13.5	%	454	17.1	%	448	16.9	%	404	15.5	%

___________________________

(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.)


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




















Depreciation and Amortization Expense(1)
Engineered Materials			115			112			109			437			114			111			110			102




Acetyl Chain			63			64			61			244			63			63			61			57
Other Activities(2)			13			12			10			47			7			13			10			17
Total			191			188			180			728			184			187			181			176
Operating EBITDA / Operating EBITDA Margin
Engineered Materials			315	22.8	%	325	22.5	%	233	18.1	%	1,278	22.8	%	257	20.3	%	346	23.4	%	373	25.4	%	302	21.9	%





Acetyl Chain			250	23.6	%	259	23.2	%	228	20.4	%	1,341	28.2	%	315	28.4	%	338	28.4	%	337	28.0	%	351	27.8	%
Other Activities(2)			(48)			(54)			(50)			(266)			(69)			(43)			(81)			(73)
Total			517	21.4	%	530	20.9	%	411	17.2	%	2,353	22.9	%	503	21.3	%	641	24.2	%	629	23.7	%	580	22.2	%

___________________________

(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


	Q3 '25		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		per share
				(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation				(1,357)		(12.39)	207		1.89	(19)		(0.17)	(1,534)		(14.04)	(1,920)		(17.55)	115		1.05	153		1.40	118	1.08
Income tax provision (benefit)				(7)			(77)			9			507			384			61			29			33
Earnings (loss) from continuing operations before tax				(1,364)			130			(10)			(1,027)			(1,536)			176			182			151
Certain Items attributable to Celanese Corporation (Table 8)				1,520			42			43			2,009			1,696			114			102			97
Refinancing and related expenses		—			—			32			—			—			—			—			—
Adjusted earnings (loss) from continuing operations before tax				156			172			65			982			160			290			284			248
Income tax (provision) benefit on adjusted earnings(1)				(9)			(15)			(6)			(88)			(14)			(26)			(26)			(22)
Adjusted earnings (loss) from continuing operations(2)				147		1.34	157		1.43	59		0.54	894		8.18	146		1.33	264		2.41	258		2.36	226	2.06
				Diluted shares (in millions)(3)
Weighted average shares outstanding				109.6			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				109.6			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:


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

Adjusted effective tax rate			6		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	4	(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)	(10)	(40)
Other, includes effect of discrete current year transactions(4)	5	—
Adjusted tax rate	8	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


	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	1,384	1,442	1,287	5,595	1,269	1,481	1,467	1,378

Acetyl Chain	1,061	1,115	1,116	4,763	1,110	1,190	1,202	1,261





Intersegment eliminations(1)	(26)	(25)	(14)	(90)	(21)	(23)	(18)	(28)
Net sales	2,419	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 September 30, 2025 Compared to Three Months Ended June 30, 2025


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(6)	1	1	(4)

Acetyl Chain	(2)	(4)	1	(5)

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

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


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(8)	(1)	2	(7)

Acetyl Chain	(4)	(8)	1	(11)

Total Company	(6)	(4)	1	(9)

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


	Q3 '25		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	(59)		(88)		(98)		(470)		(128)		(100)		(91)		(151)
Net cash provided by (used in) financing activities	(118)		(116)		45		(1,313)		(189)		(376)		(489)		(259)

Net cash provided by (used in) operating activities	447		410		37		966		494		79		292		101
Capital expenditures on property, plant and equipment	(64)		(93)		(102)		(435)		(105)		(88)		(105)		(137)
Contributions from/(Distributions) to NCI	(8)		(6)		(8)		(33)		(8)		(7)		(14)		(4)
Free cash flow(1)	375		311		(73)		498		381		(16)		173		(40)

Net sales	2,419		2,532		2,389		10,268		2,358		2,648		2,651		2,611

Free cash flow as % of Net sales	15.5	%	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


	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Dividends from equity method investments	40	21	31	160	38	26	69	27
Dividends from equity investments without readily determinable fair values	40	41	1	128	33	30	31	34
Total	80	62	32	288	71	56	100	61

Table 7

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


	Q3 '25	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	1,199	252	406	1,501	1,501	1,607	1,977	2,439
Long-term debt, net of unamortized deferred financing costs	11,655	12,689	12,378	11,078	11,078	11,324	11,058	11,018
Total debt	12,854	12,941	12,784	12,579	12,579	12,931	13,035	13,457
Cash and cash equivalents	(1,440)	(1,173)	(951)	(962)	(962)	(813)	(1,185)	(1,483)
Net debt	11,414	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:


	Q3 '25		Q2 '25	Q1 '25	2024	Q4 '24		Q3 '24		Q2 '24	Q1 '24	Income Statement Classification
	(In $ millions)
Exit and shutdown costs	10		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	1,486	(1)	—	—	1,638	1,601	(2)	34	(3)	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		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	11		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		1	—	5	—		—		—	5	Cost of sales / SG&A
Certain Items attributable to Celanese Corporation	1,520		42	43	2,009	1,696		114		102	97

___________________________

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

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

(3)Related to impairment of certain trade names, 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			(1,542)

Adjusted EBIT (Table 1)			1,625
Adjusted effective tax rate (Table 3a)			9	%
Adjusted EBIT tax effected			1,479

	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	5,129	7,065	6,097
Invested capital			19,229

Return on invested capital (adjusted)			7.7	%

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