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): February 17, 2026

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 February 17, 2026, Celanese Corporation (the "Company") issued a press release reporting the financial results for its fourth quarter and full year 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 February 17 , 202 6 *

99.2						Non-US GAAP Financial Measures and Supplemental Information dated F ebruary 17 , 202 6 *

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:			February 17, 2026

EX-99.1 2 q420258-kex991.htm EX-99.1 Document

Exhibit 99.1

Celanese Corporation Reports Fourth Quarter Earnings

Dallas, February 17, 2026: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported full year 2025 U.S. GAAP diluted loss per share of $10.44 and adjusted earnings per share of $3.98. The Company generated net sales of $9.5 billion in 2025, a 7 percent decrease from the previous year consisting of a 4 percent decline in price and a 4 percent decline in volume, with a small currency benefit. Throughout the year, the Company experienced lower-than-normal demand levels in key end-markets like automotive, paints, coatings, and construction. Celanese remained focused on the strategic priorities of increasing cash flow to accelerate deleveraging, intensifying cost improvements, and driving top line growth. The Company reported 2025 consolidated operating loss of $786 million, adjusted EBIT of $1.2 billion, and operating EBITDA of $1.9 billion at margins of (8), 12, and 20 percent, respectively. The Company also generated operating cash flow of $1.1 billion and free cash flow of $773 million.

The difference between U.S. GAAP diluted earnings per share and adjusted earnings per share in 2025 was primarily due to Certain Items totaling $1.6 billion1.

Celanese also reported fourth quarter 2025 U.S. GAAP diluted earnings per share of $0.23 and adjusted earnings per share of $0.67. The Company generated net sales of $2.2 billion in the fourth quarter, a sequential 9 percent decline driven by decreases of 7 percent in volume and 2 percent in price. Celanese reported fourth quarter consolidated operating profit of $93 million, adjusted EBIT of $251 million, and operating EBITDA of $435 million at margins of 4, 11, and 20 percent, respectively. These results were driven by greater than anticipated year-end destocking and competitive dynamics in acetate tow, with offsets from cost reductions in the quarter and mix improvement in Engineered Materials. The Company also reported operating cash flow of $252 million and free cash flow of $160 million in the quarter.

"Our full‑year performance demonstrates the strength of our action plans and disciplined execution in a challenging environment," said Scott Richardson, president and chief executive officer. "With over $770 million of free cash flow generation, over $120 million in cost reductions, the Micromax® divestiture completed, near-term maturities refinanced, and programs in place to drive growth and enrich our EM pipeline, we've made considerable progress against our priorities of deleveraging, cost improvement, and top‑line growth. While fourth‑quarter results reflected anticipated seasonality and softer volumes, the decisive steps we took throughout 2025—portfolio actions, cost reductions, footprint optimization, and prudent refinancing—position us well for continued improvement."

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

Fourth Quarter 2025 Financial Highlights:


	Three Months Ended
	December 31, 2025		September 30, 2025		December 31, 2024
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	1,277		1,384		1,269

Acetyl Chain	940		1,061		1,110
Intersegment Eliminations	(13)		(26)		(21)
Total	2,204		2,419		2,358

Operating Profit (Loss)
Engineered Materials	111		(1,327)		(1,521)

Acetyl Chain	90		135		215
Other Activities	(108)		(83)		(113)
Total	93		(1,275)		(1,419)

Net Earnings (Loss)	22		(1,353)		(1,922)

Adjusted EBIT(1)
Engineered Materials	183		200		143

Acetyl Chain	146		187		252
Other Activities	(78)		(61)		(76)
Total	251		326		319

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	32		35		33
Acetyl Chain	42		44		35


Operating EBITDA(1)	435		517		503
Diluted EPS - continuing operations	$	0.23	$	(12.39)	$	(17.55)
Diluted EPS - total	$	0.17	$	(12.39)	$	(17.60)
Adjusted EPS(1)	$	0.67	$	1.34	$	1.33

Net cash provided by (used in) investing activities	(104)		(59)		(128)
Net cash provided by (used in) financing activities	(324)		(118)		(189)
Net cash provided by (used in) operating activities	252		447		494
Free cash flow(1)	160		375		381

____________________________

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


	Year Ended December 31,
	2025		2024
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	5,390		5,595

Acetyl Chain	4,232		4,763
Intersegment Eliminations	(78)		(90)
Total	9,544		10,268

Operating Profit (Loss)
Engineered Materials	(958)		(1,197)

Acetyl Chain	539		946
Other Activities	(367)		(469)
Total	(786)		(720)

Net Earnings (Loss)	(1,151)		(1,534)

Adjusted EBIT(1)
Engineered Materials	720		841

Acetyl Chain	695		1,097
Other Activities	(265)		(313)
Total	1,150		1,625

Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	109		178
Acetyl Chain	132		138

Operating EBITDA(1)	1,893		2,353
Diluted EPS - continuing operations	$	(10.44)	$	(14.04)
Diluted EPS - total	$	(10.64)	$	(14.11)
Adjusted EPS(1)	$	3.98	$	8.18

Net cash provided by (used in) investing activities	(349)		(470)
Net cash provided by (used in) financing activities	(513)		(1,313)
Net cash provided by (used in) operating activities	1,146		966
Free cash flow(1)	773		498

____________________________

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

Fourth Quarter Business Segment Overview

Engineered Materials

Engineered Materials reported full year net sales of $5.4 billion, a 4 percent decrease compared to the previous year, driven by a 4 percent decrease in volume and a 1 percent decrease in price, with a small currency benefit. Engineered Materials launched a complexity reduction program early in 2025 to reduce costs and lower inventories. The business realized approximately $70 million in cost savings through the year, while reducing inventory by over $100 million. Engineered Materials reported full year operating loss of $958 million, adjusted EBIT of $720 million, and operating EBITDA of $1.2 billion, with margins of (18), 13, and 22 percent, respectively. Following substantial first quarter European automotive destocking, these initiatives largely steadied the business through the year despite continual volume headwinds.

Engineered Materials focused on continued improvement in pipeline quality and velocity to fully leverage the business's broad specialty products portfolio, deep material science application development expertise, and industry-leading capabilities in design and prototyping, computer aided engineering (CAE) simulation, and material processing. Also in 2025, Engineered Materials continued to advance commercial capabilities through the launch of AskChemille.com, a digital assistant platform for advanced material selection offering a comprehensive range of engineered material options.

Engineered Materials reported fourth quarter net sales of $1.3 billion, representing a decrease of 8 percent compared to the previous quarter, consisting of a 6 percent decrease in volume and 2 percent decrease in price. Volumes were pressured by channel partner destocking in the western hemisphere and lower than expected demand in Asia. The business reported fourth quarter operating profit of $111 million, adjusted EBIT of $183 million, and operating EBITDA of $288 million, with margins of 9, 14, and 23 percent, respectively. The results were driven by the business's efforts to reduce costs and drive mix enrichment, despite volume headwinds.

Acetyl Chain

The Acetyl Chain reported full year net sales of $4.2 billion, an 11 percent decrease compared to the previous year driven by a 6 percent decrease in volume and a 6 percent decrease in price, with a small currency benefit. Persistently weak demand in key end-markets like paints, coatings, and construction impacted the vinyls business in the western hemisphere. Additionally, in acetate tow, elevated competitive pressures and weaker demand conditions challenged volumes, pricing, and sales mix. The Acetyl Chain responded by exercising the agility and optionality that has become the hallmark of the business, and drove continuous actions to maximize earnings. The business reported full year operating profit of $539 million, adjusted EBIT of $695 million, and operating EBITDA of $947 million with margins of 13, 16, and 22 percent, respectively. The Acetyl Chain took significant steps to improve the near-term and longer-term performance of the business, including:

•Announcing the intention to close the acetate tow manufacturing site in Lanaken, Belgium.

•Idling the VAM facility in Frankfurt, Germany for most of the second half of the year.

•Prioritizing production at the lowest-cost gulf coast sites to drive profitability and reduce cost-to-serve.

•Driving growth in differentiated downstream applications to improve margins by leveraging the business's optionality.

•Accelerating commercialization of Eco-CC sustainable products, especially in coatings and adhesives, to increase differentiation and grow share of downstream applications.

•Accelerating deployment of manufacturing digitization tools throughout the Acetyl Chain production network.

The Acetyl Chain delivered fourth quarter net sales of $940 million, representing a sequential decrease of 11 percent, consisting of declines of 10 percent in volume and 1 percent in price. The overall demand environment remained challenged, with year-end seasonal declines greater than expected, especially in December. The Acetyl Chain delivered fourth quarter operating profit of $90 million, adjusted EBIT of $146 million, and operating EBITDA of $210 million at margins of 10, 16, and 22 percent, respectively. Utilizing the daily operating model, the business continued to take multiple actions to drive consistency of earnings. These included optimizing production at low-cost, U.S.-based sites, reducing operating rates at higher cost sites, and reducing global distribution costs to align with the demand environment.

Cash Flow and Tax

Celanese reported full year operating cash flow of $1.1 billion and free cash flow of $773 million. Full year 2025 operating cash flow and free cash flow results were mainly driven by cost reductions, disciplined management of capital expenditures, 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 full year ended December 31, 2025 was 7 percent on a loss for the full year 2025, primarily driven by a book goodwill impairment charge of $1.1 billion for the Engineered Materials reporting unit that did not provide a tax benefit and an increase in valuation allowance on US foreign tax credit carryforward due to the revised forecasts of foreign-source income. These impacts were partially offset by deferred tax benefits related to integration transactions and realignment of intangibles and tax benefits related to the resolution of tax examinations.

The effective tax rate for 2025 adjusted earnings was 8 percent excluding the impact of the goodwill charge that is non-deductible for tax purposes and other non-recurring items.

"Looking to the first quarter, we expect little change to the overall demand environment. We expect to see some modest seasonal improvements in volumes, and continued benefits from our cost reduction initiatives. These will be partially offset by the timing of the acetate tow dividend from our joint venture in China, which will be paid three times a year starting in the second quarter, similar to last year," continued Richardson. "Given this backdrop, we anticipate first quarter adjusted earnings per share to be $0.70 to $0.85."

"As we enter 2026, we remain focused on driving further cash generation, capturing additional cost savings, and advancing growth initiatives, to enhance long‑term value creation. We expect to have another strong year of cash generation with a targeted free cash flow of $650 to $750 million. Although the macro environment remains uncertain, we've created forward momentum. We believe the decisive actions we are taking position Celanese to meaningfully benefit from the eventual recovery."

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 fourth quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on February 17, 2026. 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 2025 net sales of $9.5 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; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairment of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with 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, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors 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

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. 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.

•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 February 17, 2026 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 Annual Report on Form 10-K for the annual period ending December 31, 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
	December 31, 2025	September 30, 2025	December 31, 2024
	(In $ millions, except share and per share data)
Net sales	2,204	2,419	2,358
Cost of sales	(1,781)	(1,898)	(1,832)
Gross profit	423	521	526
Selling, general and administrative expenses	(223)	(231)	(263)
Amortization of intangible assets	(40)	(42)	(40)
Research and development expenses	(32)	(31)	(31)
Other (charges) gains, net	(39)	(1,491)	(1,621)
Foreign exchange gain (loss), net	7	2	12
Gain (loss) on disposition of businesses and assets, net	(3)	(3)	(2)
Operating profit (loss)	93	(1,275)	(1,419)
Equity in net earnings (loss) of affiliates	37	39	39
Non-operating pension and other postretirement employee benefit (expense) income	50	2	(27)
Interest expense	(177)	(177)	(164)

Interest income	6	7	5
Dividend income - equity investments	40	40	33

Other income (expense), net	—	4	—
Earnings (loss) from continuing operations before tax	13	(1,360)	(1,533)
Income tax (provision) benefit	15	7	(384)
Earnings (loss) from continuing operations	28	(1,353)	(1,917)
Earnings (loss) from operation of discontinued operations	(8)	—	(6)

Income tax (provision) benefit from discontinued operations	2	—	1
Earnings (loss) from discontinued operations	(6)	—	(5)
Net earnings (loss)	22	(1,353)	(1,922)
Net (earnings) loss attributable to noncontrolling interests	(3)	(4)	(3)
Net earnings (loss) attributable to Celanese Corporation	19	(1,357)	(1,925)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	25	(1,357)	(1,920)
Earnings (loss) from discontinued operations	(6)	—	(5)
Net earnings (loss)	19	(1,357)	(1,925)
Earnings (loss) per common share - basic
Continuing operations	0.23	(12.39)	(17.55)
Discontinued operations	(0.06)	—	(0.05)
Net earnings (loss) - basic	0.17	(12.39)	(17.60)
Earnings (loss) per common share - diluted
Continuing operations	0.23	(12.39)	(17.55)
Discontinued operations	(0.06)	—	(0.05)
Net earnings (loss) - diluted	0.17	(12.39)	(17.60)
Weighted average shares (in millions)
Basic	109.6	109.6	109.4
Diluted	109.8	109.6	109.4

Consolidated Statements of Operations - Unaudited


	Year Ended December 31,
	2025	2024
	(In $ millions, except share and per share data)
Net sales	9,544	10,268
Cost of sales	(7,592)	(7,932)
Gross profit	1,952	2,336
Selling, general and administrative expenses	(899)	(1,033)
Amortization of intangible assets	(164)	(159)
Research and development expenses	(125)	(130)
Other (charges) gains, net	(1,581)	(1,744)
Foreign exchange gain (loss), net	36	24
Gain (loss) on disposition of businesses and assets, net	(5)	(14)
Operating profit (loss)	(786)	(720)
Equity in net earnings (loss) of affiliates	127	196
Non-operating pension and other postretirement employee benefit (expense) income	55	(20)
Interest expense	(701)	(676)
Refinancing expense	(68)	—
Interest income	24	33
Dividend income - equity investments	122	128

Other income (expense), net	7	40
Earnings (loss) from continuing operations before tax	(1,220)	(1,019)
Income tax (provision) benefit	90	(507)
Earnings (loss) from continuing operations	(1,130)	(1,526)
Earnings (loss) from operation of discontinued operations	(24)	(10)

Income tax (provision) benefit from discontinued operations	3	2
Earnings (loss) from discontinued operations	(21)	(8)
Net earnings (loss)	(1,151)	(1,534)
Net (earnings) loss attributable to noncontrolling interests	(14)	(8)
Net earnings (loss) attributable to Celanese Corporation	(1,165)	(1,542)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	(1,144)	(1,534)
Earnings (loss) from discontinued operations	(21)	(8)
Net earnings (loss)	(1,165)	(1,542)
Earnings (loss) per common share - basic
Continuing operations	(10.44)	(14.04)
Discontinued operations	(0.20)	(0.07)
Net earnings (loss) - basic	(10.64)	(14.11)
Earnings (loss) per common share - diluted
Continuing operations	(10.44)	(14.04)
Discontinued operations	(0.20)	(0.07)
Net earnings (loss) - diluted	(10.64)	(14.11)
Weighted average shares (in millions)
Basic	109.5	109.3
Diluted	109.5	109.3

Consolidated Balance Sheets - Unaudited


	As of December 31, 2025	As of December 31, 2024

	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	1,263	962
Trade receivables - third party and affiliates, net	922	1,121
Non-trade receivables, net	545	493
Inventories	2,220	2,284


Assets held for sale	492	—
Other assets	251	266
Total current assets	5,693	5,126
Investments in affiliates	1,252	1,217
Property, plant and equipment, net	5,076	5,273
Operating lease right-of-use assets	359	388
Deferred income taxes	1,359	1,251
Other assets	601	555
Goodwill	4,171	5,387
Intangible assets, net	3,184	3,641
Total assets	21,695	22,838
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,204	1,501
Trade payables - third party and affiliates	1,279	1,228
Liabilities held for sale	75	—
Other liabilities	1,049	1,157

Income taxes payable	76	4
Total current liabilities	3,683	3,890
Long-term debt, net of unamortized deferred financing costs	11,394	11,078
Deferred income taxes	512	923
Uncertain tax positions	208	286
Benefit obligations	344	396
Operating lease liabilities	265	294
Other liabilities	817	408
Commitments and Contingencies
Shareholders' Equity


Treasury stock, at cost	(5,482)	(5,486)
Additional paid-in capital	431	409
Retained earnings	9,876	11,054
Accumulated other comprehensive income (loss), net	(776)	(848)
Total Celanese Corporation shareholders' equity	4,049	5,129
Noncontrolling interests	423	434
Total equity	4,472	5,563
Total liabilities and equity	21,695	22,838

EX-99.2 3 q420258-kex992.htm EX-99.2 Document

Exhibit 99.2

Non-U.S. GAAP Financial Measures and Supplemental Information

February 17, 2026

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-U.S. 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-U.S. 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 U.S. 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 U.S. 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 U.S. 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 U.S. 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 Annual Report on Form 10-K for the annual period ending December 31, 2025.

Table 1

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


	2025	Q4 '25	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	(1,165)	19	(1,357)	197	(24)	(1,542)	(1,925)	113	152	118
(Earnings) loss from discontinued operations	21	6	—	10	5	8	5	2	1	—
Interest income	(24)	(6)	(7)	(7)	(4)	(33)	(5)	(5)	(10)	(13)
Interest expense	701	177	177	177	170	676	164	169	174	169
Refinancing expense	68	36	—	—	32	—	—	—	—	—
Income tax provision (benefit)	(90)	(15)	(7)	(77)	9	507	384	61	29	33
Certain Items attributable to Celanese Corporation (Table 8)	1,639	34	1,520	42	43	2,009	1,696	114	102	97
Adjusted EBIT	1,150	251	326	342	231	1,625	319	454	448	404
Depreciation and amortization expense(1)	743	184	191	188	180	728	184	187	181	176
Operating EBITDA	1,893	435	517	530	411	2,353	503	641	629	580


	2025	Q4 '25	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	6	1	3	2	—	73	1	16	11	45

Acetyl Chain	11	11	—	—	—	—	—	—	—	—
Other Activities(2)	—	—	—	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	17	12	3	2	—	73	1	16	11	45
Depreciation and amortization expense(1)	743	184	191	188	180	728	184	187	181	176
Total depreciation and amortization expense	760	196	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


	2025			Q4 '25			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	(958)	(17.8)	%	111	8.7	%	(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	539	12.7	%	90	9.6	%	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)	(367)			(108)			(83)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total	(786)	(8.2)	%	93	4.2	%	(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	6			—			3			1			2			(1)			2			2			(4)			(1)
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain	8			3			1			2			2			9			1			2			2			4

Operating Profit (Loss) Attributable to Celanese Corporation	(800)	(8.4)	%	90	4.1	%	(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	(964)	(17.9)	%	111	8.7	%	(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	531	12.5	%	87	9.3	%	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)	(367)			(108)			(83)			(86)			(90)			(469)			(113)			(93)			(130)			(133)
Total	(800)	(8.4)	%	90	4.1	%	(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	109			32			35			25			17			178			33			46			49			50




Acetyl Chain	132			42			44			43			3			138			35			34			33			36
Other Activities(1)	15			3			4			3			5			48			4			16			13			15
Total	256			77			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	3			3			—			—			—			8			8			—			—			—




Acetyl Chain	—			—			—			—			—			—			—			—			—			—
Other Activities(1)	52			47			2			1			2			(28)			(35)			3			2			2
Total	55			50			2			1			2			(20)			(27)			3			2			2






Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials	1,572			37			1,495			25			15			1,851			1,625			91			74			61




Acetyl Chain	32			17			9			1			5			22			3			5			4			10
Other Activities(1)	35			(20)			16			16			23			136			68			18			24			26
Total	1,639			34			1,520			42			43			2,009			1,696			114			102			97
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	720	13.4	%	183	14.3	%	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	695	16.4	%	146	15.5	%	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)	(265)			(78)			(61)			(66)			(60)			(313)			(76)			(56)			(91)			(90)
Total	1,150	12.0	%	251	11.4	%	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.)


	2025			Q4 '25			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	441			105			115			112			109			437			114			111			110			102




Acetyl Chain	252			64			63			64			61			244			63			63			61			57
Other Activities(2)	50			15			13			12			10			47			7			13			10			17
Total	743			184			191			188			180			728			184			187			181			176
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	1,161	21.5	%	288	22.6	%	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	947	22.4	%	210	22.3	%	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)	(215)			(63)			(48)			(54)			(50)			(266)			(69)			(43)			(81)			(73)
Total	1,893	19.8	%	435	19.7	%	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


	2025		Q4 '25		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		per share		per share
	(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation	(1,144)	(10.44)	25	0.23	(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)	(90)		(15)		(7)		(77)		9		507		384		61		29		33
Earnings (loss) from continuing operations before tax	(1,234)		10		(1,364)		130		(10)		(1,027)		(1,536)		176		182		151
Certain Items attributable to Celanese Corporation (Table 8)	1,639		34		1,520		42		43		2,009		1,696		114		102		97
Refinancing and related expenses	68		36		—		—		32		—		—		—		—		—
Adjusted earnings (loss) from continuing operations before tax	473		80		156		172		65		982		160		290		284		248
Income tax (provision) benefit on adjusted earnings(1)	(36)		(6)		(9)		(15)		(6)		(88)		(14)		(26)		(26)		(22)
Adjusted earnings (loss) from continuing operations(2)	437	3.98	74	0.67	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	109.5		109.6		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		—		—		—		0.2		0.2		0.4
Total diluted shares	109.7		109.8		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:


	2025	Q4 '25	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24

Adjusted effective tax rate	8	8	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)
Q4 '25 & 2025	7.8	5.3
Q4 '24 & 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


	Actual
	2025	2024
	(In percentages)
U.S. GAAP annual effective tax rate	7	(50)
Discrete quarterly recognition of GAAP items(1)	17	1
Tax impact of other charges and adjustments(2)	(12)	98


Changes in valuation allowances, excluding impact of other charges and adjustments(3)	(12)	(40)
Other, includes effect of discrete current year transactions(4)	8	—
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 U.S. 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


	2025	Q4 '25	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Engineered Materials	5,390	1,277	1,384	1,442	1,287	5,595	1,269	1,481	1,467	1,378

Acetyl Chain	4,232	940	1,061	1,115	1,116	4,763	1,110	1,190	1,202	1,261





Intersegment eliminations(1)	(78)	(13)	(26)	(25)	(14)	(90)	(21)	(23)	(18)	(28)
Net sales	9,544	2,204	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 December 31, 2025 Compared to Three Months Ended September 30, 2025


	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(6)	(2)	—	(8)

Acetyl Chain	(10)	(1)	—	(11)

Total Company	(7)	(2)	—	(9)

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


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

Acetyl Chain	(10)	(7)	2	(15)

Total Company	(6)	(3)	2	(7)

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, 2025 Compared to Year Ended December 31, 2024


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

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

Total Company	(4)	(4)	1	(7)

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


	2025		Q4 '25		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	(349)		(104)		(59)		(88)		(98)		(470)		(128)		(100)		(91)		(151)
Net cash provided by (used in) financing activities	(513)		(324)		(118)		(116)		45		(1,313)		(189)		(376)		(489)		(259)

Net cash provided by (used in) operating activities	1,146		252		447		410		37		966		494		79		292		101
Capital expenditures on property, plant and equipment	(343)		(84)		(64)		(93)		(102)		(435)		(105)		(88)		(105)		(137)
Contributions from/(Distributions) to NCI	(30)		(8)		(8)		(6)		(8)		(33)		(8)		(7)		(14)		(4)
Free cash flow(1)	773		160		375		311		(73)		498		381		(16)		173		(40)

Net sales	9,544		2,204		2,419		2,532		2,389		10,268		2,358		2,648		2,651		2,611

Free cash flow as % of Net sales	8.1	%	7.3	%	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


	2025	Q4 '25	Q3 '25	Q2 '25	Q1 '25	2024	Q4 '24	Q3 '24	Q2 '24	Q1 '24
	(In $ millions)
Dividends from equity method investments	139	47	40	21	31	160	38	26	69	27
Dividends from equity investments without readily determinable fair values	122	40	40	41	1	128	33	30	31	34
Total	261	87	80	62	32	288	71	56	100	61

Table 7

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


	2025	Q4 '25	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	1,204	1,204	1,199	252	406	1,501	1,501	1,607	1,977	2,439
Long-term debt, net of unamortized deferred financing costs	11,394	11,394	11,655	12,689	12,378	11,078	11,078	11,324	11,058	11,018
Total debt	12,598	12,598	12,854	12,941	12,784	12,579	12,579	12,931	13,035	13,457
Cash and cash equivalents	(1,263)	(1,263)	(1,440)	(1,173)	(951)	(962)	(962)	(813)	(1,185)	(1,483)
Net debt	11,335	11,335	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:


	2025	Q4 '25		Q3 '25		Q2 '25	Q1 '25	2024	Q4 '24		Q3 '24		Q2 '24	Q1 '24	Income Statement Classification
	(In $ millions)
Exit and shutdown costs	98	29		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	1,513	27	(1)	1,486	(2)	—	—	1,638	1,601	(3)	34	(4)	3	—	Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters	3	—		—		—	3	13	3		3		—	7	Cost of sales
Mergers, acquisitions and dispositions	52	23		12		12	5	80	12		17		26	25	Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	(49)	(49)		—		—	—	27	27		—		—	—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes	17	1		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	5	3		1		1	—	5	—		—		—	5	Cost of sales / SG&A
Certain Items attributable to Celanese Corporation	1,639	34		1,520		42	43	2,009	1,696		114		102	97

___________________________

(1)Related to impairment of certain long-lived assets arising from unused parcels of property subsequently sold.

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

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

(4)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


			2025				2024
			(In $ millions, except percentages)				(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			(1,165)				(1,542)

Adjusted EBIT (Table 1)			1,150				1,625
Adjusted effective tax rate (Table 3a)			8	%			9	%
Adjusted EBIT tax effected			1,058				1,479

	2025	2024	Average		2024	2023	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	1,204	1,501	1,353		1,501	1,383	1,442
Long-term debt, net of unamortized deferred financing costs	11,394	11,078	11,236		11,078	12,301	11,690
Celanese Corporation shareholders' equity	4,049	5,129	4,589		5,129	7,065	6,097
Invested capital			17,178				19,229

Return on invested capital (adjusted)			6.2	%			7.7	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			(6.8)	%			(8.0)	%