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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 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
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.  ☐
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Item 2.02 Results of Operations and Financial Condition
On August 4, 2026, Celanese Corporation (the "Company") issued a press release reporting the financial results for its second quarter 2026. 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
99.2
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CELANESE CORPORATION
 
By: /s/ ASHLEY B. DUFFIE
Name:  Ashley B. Duffie
Title:   Senior Vice President, General Counsel and Corporate Secretary
Date:
August 4, 2026
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EX-99.1 2 q220268-kex991.htm EX-99.1 Document

Exhibit 99.1
picture2a.jpg




Celanese Corporation Reports Second Quarter Earnings


Dallas, August 4, 2026: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported second quarter 2026 U.S. GAAP diluted earnings per share of $1.15 and adjusted earnings per share of $2.45. Net sales of $2.8 billion increased 18 percent sequentially, reflecting a 4 percent increase in volume and a 14 percent increase in price. Results were driven by strong execution across both businesses, including favorable pricing and mix outcomes in Engineered Materials and strong commercial and operational execution within the Acetyl Chain. The quarter also benefited from continued momentum across targeted growth platforms, particularly in medical and electronics.
Celanese leveraged the flexibility of its global manufacturing and supply chain networks to capitalize on rapidly evolving market conditions while continuing to advance actions designed to improve the competitiveness, resilience, and earnings power of the portfolio. For the second quarter, the Company reported consolidated operating profit of $276 million, adjusted EBIT of $470 million, and operating EBITDA of $649 million at margins of 10, 17, and 24 percent, respectively.
During the quarter, Celanese continued to execute against its strategic priorities of driving growth, intensifying cost improvements, and strengthening cash generation to support deleveraging. Actions included completion of the Ulsan, South Korea Engineered Materials compounding unit closure, completion of the nylon 6,6 manufacturing network optimization ahead of schedule, and continued progress toward the planned closure of the acetate tow facility in Lanaken, Belgium. Together, these initiatives are expected to deliver in excess of $50 million of annualized fixed-cost savings while improving the long-term competitiveness of the portfolio.
“The second quarter demonstrated the agility and focus of Celanese and the benefits of the actions we are taking across both businesses,” said Scott Richardson, president and chief executive officer. “We delivered our highest adjusted earnings per share in nearly three years through commercial execution, continued progress in our growth initiatives, and the effectiveness of our global manufacturing and supply chain networks. At the same time, we advanced important portfolio, productivity, and footprint actions that are improving competitiveness, strengthening cash generation, supporting deleveraging, and positioning Celanese for continued earnings growth.”
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Second Quarter 2026 Financial Highlights:
Three Months Ended
June 30,
2026		 March 31,
2026		 June 30,
2025
(unaudited)
(In $ millions, except per share data)
Net Sales
Engineered Materials 1,446  1,325  1,442 
Acetyl Chain 1,329  1,036  1,115 
Intersegment Eliminations (23) (24) (25)
Total 2,752  2,337  2,532 
Operating Profit (Loss)
Engineered Materials 156  221  164 
Acetyl Chain 237  95  153 
Other Activities (117) (102) (86)
Total 276  214  231 
Net Earnings (Loss)
 129  48  200 
Adjusted EBIT(1)
Engineered Materials 234  220  213 
Acetyl Chain 321  131  195 
Other Activities (85) (76) (66)
Total 470  275  342 
Equity Earnings and Dividend Income
Engineered Materials 6  31  24 
Acetyl Chain 44  2  43 
Operating EBITDA(1)
649  455  530 
Diluted EPS - continuing operations $ 1.15  $ 0.41  $ 1.89 
Diluted EPS - total $ 1.13  $ 0.40  $ 1.80 
Adjusted EPS(1)
$ 2.45  $ 0.85  $ 1.43 
Net cash provided by (used in) investing activities (59) 425  (88)
Net cash provided by (used in) financing activities (546) (3) (116)
Net cash provided by (used in) operating activities 209  76  410 
Free cash flow(1)
140  3  311 
____________________________
(1)See "Non-US GAAP Financial Measures" below.
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Recent Highlights:
•Advanced the Engineered Materials Grow & Fortify strategy through the optimization of the Asia compounding network. Celanese completed the closure of its Ulsan, South Korea compounding facility and transitioned production to larger, more efficient assets in China and India, strengthening the regional supply chain while improving the competitiveness of the manufacturing footprint. Additionally, the business also completed, ahead of schedule, the previously announced optimization of the nylon 6,6 manufacturing network.
•Expanded the use of sustainable materials in automotive applications. As an example, Aisan Industry Kentucky, LLC, the consolidated subsidiary of Japan-based Aisan Industry Co., Ltd., adopted Celanese POM ECO-C for fuel pump modules supplied to a North American automaker, demonstrating continued commercial momentum for Celanese's lower-carbon engineered materials solutions and supporting customer sustainability objectives.
•Advanced downstream growth opportunities within the Acetyl Chain through sustainability-focused innovation. Celanese and Siegwerk, one of the world’s leading providers of printing inks and coatings for packaging applications and labels, announced a collaboration to support more sustainable printing ink solutions utilizing bio-based ethyl acetate, highlighting the Company's focus on higher-value downstream applications and customer-driven product innovation.
Second Quarter Business Segment Overview
Engineered Materials
Engineered Materials reported second quarter net sales of $1.45 billion, a 9 percent sequential increase, consisting of a 3 percent increase in volume, a 6 percent increase in pricing, and a modest currency benefit. Results were driven by strong commercial execution, favorable pricing and mix, and continued momentum across strategic growth platforms, particularly in medical and electronics. The business reported second quarter operating profit of $156 million, adjusted EBIT of $234 million, and operating EBITDA of $335 million, with margins of 11, 16, and 23 percent, respectively. Performance benefited from improving portfolio mix, targeted growth initiatives, and ongoing execution of the Engineered Materials Grow & Fortify strategy. During the quarter, the business completed the previously announced Ulsan, South Korea compounding unit closure and nylon 6,6 network optimization ahead of schedule, as well as the successful execution of the business's largest POM turnaround in five years. Collectively, these actions strengthen the business' competitiveness, flexibility, and participation in higher-growth end markets.
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Acetyl Chain
The Acetyl Chain reported second quarter net sales of $1.33 billion, a 28 percent sequential increase, consisting of increases of 6 percent in volume and 22 percent in price, with a small currency benefit. Results reflected the successful capture of pricing and margin opportunities and volume gains in the Western Hemisphere driven by Celanese's position as a reliable supplier via the business's integrated global network. The business delivered second quarter operating profit of $237 million, adjusted EBIT of $321 million, and operating EBITDA of $385 million at margins of 18, 24, and 29 percent, respectively. Performance highlighted the flexibility of the Acetyl Chain business model, as the Company leveraged its integrated global network, reliability of supply, and commercial agility to capture opportunities and strengthen customer relationships. During the quarter, Celanese completed the rapid restart of the Frankfurt VAM unit, optimized network utilization, and continued advancing downstream growth initiatives and productivity actions designed to improve the durability and earnings profile of the business.

Cash Flow and Tax
Celanese reported second quarter operating cash flow of $209 million and free cash flow of $140 million. Cash generation in the quarter reflected timing effects of working capital associated with the higher sales and earnings profile. Capital expenditures remained disciplined and aligned with the Company's deleveraging priorities.
The effective U.S. GAAP income tax rate was 8 percent, reflecting the impact of discrete items occurring during the second quarter, which was higher compared to the same period in 2025, primarily due to non-recurring favorable tax items for changes in uncertain tax positions related to prior year tax examinations and deferred tax benefits related to integration transactions in the prior year. The effective tax rate for 2026 adjusted earnings was also 8 percent for the second quarter, and we anticipate this rate for the full year 2026 based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.
Outlook
“Looking to the third quarter, we expect continued moderation of supply-related opportunities, along with the impact of higher raw material costs in Engineered Materials and inventory-related actions associated with our nylon 6,6 and Lanaken footprint optimizations,” continued Richardson. “Based on these dynamics, we expect third quarter adjusted earnings per share of approximately $1.35 to $1.75."
“While earnings are expected to moderate from the strong second quarter level, we remain focused on executing the initiatives within our control and continue to expect approximately $6.00 of adjusted earnings per share and $700 to $800 million of free cash flow for the full year. In the second quarter, we saw early benefits of our growth strategy and the increasing contribution of our growth platforms. Together with our productivity, portfolio, and footprint actions, these initiatives position Celanese to deliver strong performance in 2026 and create additional earnings growth opportunities in the years ahead,” Richardson concluded.
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Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT, operating EBITDA or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below.
The Company's prepared remarks related to the second quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on August 4, 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 Media - Asia
Bill Cunningham Jamaison Schuler Petra Czugler Maria Xia
Phone: +1 302 772 5231 Phone: +1 972 443 4400 Phone: +49 69 45009 1206 Phone: +86 21 3861 9368
william.cunningham@celanese.com media@celanese.com petra.czugler@celanese.com maria.xia@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.


5

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
•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 of our Non-US GAAP Financial Measures and Supplemental Information document). 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.
•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
6

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.
•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 noncontrolling interest joint ventures. We do not provide reconciliations for free cash flow 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 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.
Reconciliation of Non-US GAAP Financial Measures
Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about August 4, 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.
Beginning with the reporting period ending June 30, 2026, the Company revised its presentation of Equity Earnings and Dividend Income Attributable to Celanese Corporation. Previously, Other Income (Expense) Attributable to Celanese Corporation was included with the presentation of Equity Earnings and Dividend Income Attributable to Celanese Corporation. To provide a better understanding for readers of the U.S. GAAP results of the Company’s non-consolidated equity investments by presenting such results in isolation and better align with how management assesses such results, Other Income (Expense) Attributable to Celanese Corporation is now included with Non-Operating Pension, Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation. Prior periods presented have been revised to reflect this change.
Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2026.
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.
7

Consolidated Statements of Operations - Unaudited
Three Months Ended
June 30,
2026		 March 31,
2026		 June 30,
2025
(In $ millions, except share and per share data)
Net sales 2,752  2,337  2,532 
Cost of sales (2,134) (1,869) (1,998)
Gross profit 618  468  534 
Selling, general and administrative expenses (251) (226) (214)
Amortization of intangible assets (39) (40) (42)
Research and development expenses (29) (28) (31)
Other (charges) gains, net (31) (20) (20)
Foreign exchange gain (loss), net 10  12  6 
Gain (loss) on disposition of businesses and assets, net (2) 48  (2)
Operating profit (loss) 276  214  231 
Equity in net earnings (loss) of affiliates 11  35  29 
Non-operating pension and other postretirement employee benefit (expense) income 5  5  1 
Interest expense (186) (183) (177)
Interest income 10  9  7 
Dividend income - equity investments 43  1  41 
Other income (expense), net (17) 1  1 
Earnings (loss) from continuing operations before tax 142  82  133 
Income tax (provision) benefit (11) (33) 77 
Earnings (loss) from continuing operations 131  49  210 
Earnings (loss) from operation of discontinued operations (2) (1) (10)
Income tax (provision) benefit from discontinued operations —  —  — 
Earnings (loss) from discontinued operations (2) (1) (10)
Net earnings (loss) 129  48  200 
Net (earnings) loss attributable to noncontrolling interests (4) (4) (3)
Net earnings (loss) attributable to Celanese Corporation 125  44  197 
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations 127  45  207 
Earnings (loss) from discontinued operations (2) (1) (10)
Net earnings (loss) 125  44  197 
Earnings (loss) per common share - basic
Continuing operations 1.16  0.41  1.89 
Discontinued operations (0.02) (0.01) (0.09)
Net earnings (loss) - basic 1.14  0.40  1.80 
Earnings (loss) per common share - diluted
Continuing operations 1.15  0.41  1.89 
Discontinued operations (0.02) (0.01) (0.09)
Net earnings (loss) - diluted 1.13  0.40  1.80 
Weighted average shares (in millions)
Basic 109.8  109.7  109.5 
Diluted 110.2  110.0  109.7 
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Consolidated Balance Sheets - Unaudited
As of
June 30,
2026		 As of
December 31,
2025
(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents 1,364  1,263 
Trade receivables - third party and affiliates, net 1,288  922 
Non-trade receivables, net 581  545 
Inventories 2,305  2,220 
Assets held for sale —  492 
Other assets 257  251 
Total current assets 5,795  5,693 
Investments in affiliates 1,233  1,252 
Property, plant and equipment, net 4,807  5,076 
Operating lease right-of-use assets 417  359 
Deferred income taxes 1,325  1,359 
Other assets 605  601 
Goodwill 4,151  4,171 
Intangible assets, net 3,075  3,184 
Total assets 21,408  21,695 
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates
 1,311  1,204 
Trade payables - third party and affiliates 1,485  1,279 
Liabilities held for sale —  75 
Other liabilities 1,106  1,049 
Income taxes payable 104  76 
Total current liabilities 4,006  3,683 
Long-term debt, net of unamortized deferred financing costs 10,696  11,394 
Deferred income taxes 458  512 
Uncertain tax positions 211  208 
Benefit obligations 321  344 
Operating lease liabilities 317  265 
Other liabilities 811  817 
Commitments and Contingencies
Shareholders' Equity
Treasury stock, at cost (5,480) (5,482)
Additional paid-in capital 450  431 
Retained earnings 10,039  9,876 
Accumulated other comprehensive income (loss), net (842) (776)
Total Celanese Corporation shareholders' equity 4,167  4,049 
Noncontrolling interests 421  423 
Total equity 4,588  4,472 
Total liabilities and equity 21,408  21,695 
9
EX-99.2 3 q220268-kex992.htm EX-99.2 Document
celogo.jpg
Exhibit 99.2
Non-U.S. GAAP Financial Measures and Supplemental Information
August 4, 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
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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
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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
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.
Beginning with the reporting period ending June 30, 2026, the Company revised its presentation of Equity Earnings and Dividend Income Attributable to Celanese Corporation. Previously, Other Income (Expense) Attributable to Celanese Corporation was included with the presentation of Equity Earnings and Dividend Income Attributable to Celanese Corporation. To provide a better understanding for readers of the U.S. GAAP results of the Company’s non-consolidated equity investments by presenting such results in isolation and better align with how management assesses such results, Other Income (Expense) Attributable to Celanese Corporation is now included with Non-Operating Pension, Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation. Prior periods presented have been revised to reflect this change.
Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2026.

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Table 1
Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions)
Net earnings (loss) attributable to Celanese Corporation 125  44  (1,165) 19  (1,357) 197  (24)
(Earnings) loss from discontinued operations 2  1  21  6  —  10  5 
Interest income (10) (9) (24) (6) (7) (7) (4)
Interest expense 186  183  701  177  177  177  170 
Refinancing expense —  —  68  36  —  —  32 
Income tax provision (benefit) 11  33  (90) (15) (7) (77) 9 
Certain Items attributable to Celanese Corporation (Table 8)
156  23  1,639  34  1,520  42  43 
Adjusted EBIT 470  275  1,150  251  326  342  231 
Depreciation and amortization expense(1)
179  180  743  184  191  188  180 
Operating EBITDA 649  455  1,893  435  517  530  411 

Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions)
Engineered Materials 43  3  6  1  3  2  — 
Acetyl Chain 22  18  11  11  —  —  — 
Other Activities(2)
—  —  —  —  —  —  — 
Accelerated depreciation and amortization expense 65  21  17  12  3  2  — 
Depreciation and amortization expense(1)
179  180  743  184  191  188  180 
Total depreciation and amortization expense 244  201  760  196  194  190  180 
______________________________
(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).
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Table 2
Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials 156  10.8  % 221  16.7  % (958) (17.8) % 111  8.7  % (1,327) (95.9) % 164  11.4  % 94  7.3  %
Acetyl Chain 237  17.8  % 95  9.2  % 539  12.7  % 90  9.6  % 135  12.7  % 153  13.7  % 161  14.4  %
Other Activities(1)
(117) (102) (367) (108) (83) (86) (90)
Total 276  10.0  % 214  9.2  % (786) (8.2) % 93  4.2  % (1,275) (52.7) % 231  9.1  % 165  6.9  %
Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials 2  2  6  —  3  1  2 
Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain 2  2  8  3  1  2  2 
Operating Profit (Loss) Attributable to Celanese Corporation 272  9.9  % 210  9.0  % (800) (8.4) % 90  4.1  % (1,279) (52.9) % 228  9.0  % 161  6.7  %
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials 154  10.7  % 219  16.5  % (964) (17.9) % 111  8.7  % (1,330) (96.1) % 163  11.3  % 92  7.1  %
Acetyl Chain 235  17.7  % 93  9.0  % 531  12.5  % 87  9.3  % 134  12.6  % 151  13.5  % 159  14.2  %
Other Activities(1)
(117) (102) (367) (108) (83) (86) (90)
Total 272  9.9  % 210  9.0  % (800) (8.4) % 90  4.1  % (1,279) (52.9) % 228  9.0  % 161  6.7  %
Equity Earnings and Dividend Income Attributable to Celanese Corporation
Engineered Materials 6 
(2)
 31  105  32  33  24  16 
Acetyl Chain 44  2  131  42  43  43  3 
Other Activities(1)
4  3  13  3  3  3  4 
Total 54  36  249  77  79  70  23 
Non-Operating Pension, Other Post-Retirement Employee Benefit and Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials (16) 1  7  3  2  1  1 
Acetyl Chain —  —  1  —  1  —  — 
Other Activities(1)
4  5  54  47  3  1  3 
Total (12) 6  62  50  6  2  4 
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials 90  (31) 1,572  37  1,495  25  15 
Acetyl Chain 42  36  32  17  9  1  5 
Other Activities(1)
24  18  35  (20) 16  16  23 
Total 156  23  1,639  34  1,520  42  43 
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials 234  16.2  % 220  16.6  % 720  13.4  % 183  14.3  % 200  14.5  % 213  14.8  % 124  9.6  %
Acetyl Chain 321  24.2  % 131  12.6  % 695  16.4  % 146  15.5  % 187  17.6  % 195  17.5  % 167  15.0  %
Other Activities(1)
(85) (76) (265) (78) (61) (66) (60)
Total 470  17.1  % 275  11.8  % 1,150  12.0  % 251  11.4  % 326  13.5  % 342  13.5  % 231  9.7  %
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(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).
(2)Includes $14 million of restructuring activities at our Mylar Specialty Films strategic affiliate, which are also included in Certain Items (see Table 8).
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Table 2
Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials 101  104  441  105  115  112  109 
Acetyl Chain 64  63  252  64  63  64  61 
Other Activities(2)
14  13  50  15  13  12  10 
Total 179  180  743  184  191  188  180 
Operating EBITDA / Operating EBITDA Margin
Engineered Materials 335  23.2  % 324  24.5  % 1,161  21.5  % 288  22.6  % 315  22.8  % 325  22.5  % 233  18.1  %
Acetyl Chain 385  29.0  % 194  18.7  % 947  22.4  % 210  22.3  % 250  23.6  % 259  23.2  % 228  20.4  %
Other Activities(2)
(71) (63) (215) (63) (48) (54) (50)
Total 649  23.6  % 455  19.5  % 1,893  19.8  % 435  19.7  % 517  21.4  % 530  20.9  % 411  17.2  %
___________________________
(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).
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Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
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 127  1.15  45  0.41  (1,144) (10.44) 25  0.23  (1,357) (12.39) 207  1.89  (19) (0.17)
Income tax provision (benefit) 11  33  (90) (15) (7) (77) 9 
Earnings (loss) from continuing operations before tax 138  78  (1,234) 10  (1,364) 130  (10)
Certain Items attributable to Celanese Corporation (Table 8)
156  23  1,639  34  1,520  42  43 
Refinancing and related expenses —  —  68  36  —  —  32 
Adjusted earnings (loss) from continuing operations before tax 294  101  473  80  156  172  65 
Income tax (provision) benefit on adjusted earnings(1)
(24) (8) (36) (6) (9) (15) (6)
Adjusted earnings (loss) from continuing operations(2)
270  2.45  93  0.85  437  3.98  74  0.67  147  1.34  157  1.43  59  0.54 
Diluted shares (in millions)(3)
Weighted average shares outstanding 109.8  109.7  109.5  109.6  109.6  109.5  109.4 
Incremental shares attributable to equity awards 0.4  0.3  0.2  0.2  —  0.2  — 
Total diluted shares 110.2  110.0  109.7  109.8  109.6  109.7  109.4 
______________________________
(1)Calculated using adjusted effective tax rates (Table 3a) as follows:
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
Adjusted effective tax rate 8  8  8  8  6  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)
2025 7.8  5.3 
(3)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
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Table 3a
Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited
Estimated Actual
2026 2025
(In percentages)
U.S. GAAP annual effective tax rate 21  7 
Discrete quarterly recognition of GAAP items(1)
(2) 17 
Tax impact of other charges and adjustments(2)
(3) (12)
Utilization of foreign tax credits (5) — 
Changes in valuation allowances, excluding impact of other charges and adjustments(3)
2  (12)
Other, includes effect of discrete current year transactions(4)
(5) 8 
Adjusted tax rate 8  8 
______________________________
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.
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Table 4
Net Sales by Segment - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions)
Engineered Materials 1,446  1,325  5,390  1,277  1,384  1,442  1,287 
Acetyl Chain 1,329  1,036  4,232  940  1,061  1,115  1,116 
Intersegment eliminations(1)
(23) (24) (78) (13) (26) (25) (14)
Net sales 2,752  2,337  9,544  2,204  2,419  2,532  2,389 
___________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
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Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended June 30, 2026 Compared to Three Months Ended March 31, 2026
Volume Price Currency Total
(In percentages)
Engineered Materials 3  6  —  9  (1)
Acetyl Chain 6  22  —  28 
Total Company 4  14  —  18 
Three Months Ended March 31, 2026 Compared to Three Months Ended December 31, 2025
Volume Price Currency Total
(In percentages)
Engineered Materials 3  —  1  4 
Acetyl Chain 8  1  1  10 
Total Company 5  —  1  6 
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)
______________________________
(1)Includes a (4), 0, and 0 percent net sales impact of volume, price, and currency, respectively, as a result of the sale of the Micromax® business.

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 
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Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Volume Price Currency Total
(In percentages)
Engineered Materials (6) 5  1  —  (1)
Acetyl Chain —  18  1  19 
Total Company (3) 11  1  9 
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Volume Price Currency Total
(In percentages)
Engineered Materials —  (1) 4  3 
Acetyl Chain (7) (4) 4  (7)
Total Company (3) (3) 4  (2)
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)
______________________________
(1)Includes a (6), 0, and 0 percent net sales impact of volume, price, and currency, respectively, as a result of the sale of the Micromax® business.

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)



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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)


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Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions, except percentages)
Net cash provided by (used in) investing activities (59) 425  (349) (104) (59) (88) (98)
Net cash provided by (used in) financing activities (546) (3) (513) (324) (118) (116) 45 
Net cash provided by (used in) operating activities 209  76  1,146  252  447  410  37 
Capital expenditures on property, plant and equipment (62) (66) (343) (84) (64) (93) (102)
Contributions from/(Distributions) to NCI (7) (7) (30) (8) (8) (6) (8)
Free cash flow(1)
140  3  773  160  375  311  (73)
Net sales 2,752  2,337  9,544  2,204  2,419  2,532  2,389 
Free cash flow as % of Net sales 5.1  % 0.1  % 8.1  % 7.3  % 15.5  % 12.3  % (3.1) %
______________________________
(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.
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Table 6
Cash Dividends Received - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions)
Dividends from equity method investments 16  54  139  47  40  21  31 
Dividends from equity investments without readily determinable fair values 43  1  122  40  40  41  1 
Total 59  55  261  87  80  62  32 
Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25
(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates 1,311  1,741  1,204  1,204  1,199  252  406 
Long-term debt, net of unamortized deferred financing costs 10,696  10,813  11,394  11,394  11,655  12,689  12,378 
Total debt 12,007  12,554  12,598  12,598  12,854  12,941  12,784 
Cash and cash equivalents (1,364) (1,758) (1,263) (1,263) (1,440) (1,173) (951)
Net debt 10,643  10,796  11,335  11,335  11,414  11,768  11,833 
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Table 8
Certain Items - Unaudited
The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:
Q2 '26 Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25 Income Statement Classification
(In $ millions)
Exit and shutdown costs 121  44  98  29  10  27  32  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) —  —  Cost of sales / Other (charges) gains, net
Impact from plant incidents and natural disasters —  11  3  —  —  —  3  Cost of sales
Mergers, acquisitions and dispositions 35  15  52  23  12  12  5  Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans —  —  (49) (49) —  —  —  Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Legal settlements and commercial disputes 4  3  17  1  11  2  3  Cost of sales / SG&A / Other (charges) gains, net
(Gain) loss on disposition of businesses and assets (4) (50) —  —  —  —  —  Gain (loss) on disposition of businesses and assets, net
Other —  —  5  3  1  1  —  Cost of sales / SG&A
Certain Items attributable to Celanese Corporation 156  23  1,639  34  1,520  42  43 
___________________________
(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.

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Table 9
Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
2025
(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation (1,165)
Adjusted EBIT (Table 1)
1,150 
Adjusted effective tax rate (Table 3a)
8  %
Adjusted EBIT tax effected 1,058 
2025 2024 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 
Long-term debt, net of unamortized deferred financing costs 11,394  11,078  11,236 
Celanese Corporation shareholders' equity 4,049  5,129  4,589 
Invested capital 17,178 
Return on invested capital (adjusted) 6.2  %
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital (6.8) %
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