10q10k10q10k.net

What changed in Celanese Corp's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Celanese Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+292 added−297 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-21)

Top changes in Celanese Corp's 2025 10-K

292 paragraphs added · 297 removed · 236 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−14 removed42 unchanged
Biggest changeAcetyl Chain Products (1) Major End-Use Applications Principal Competitors Key Raw Materials • Acetic acid • Vinyl acetate monomer ("VAM") • Vinyl acetate ethylene ("VAE") emulsions • Conventional emulsions • Ethylene vinyl acetate ("EVA") resins and compounds • Low-density polyethylene resins ("LDPE") • Redispersible Powders ("RDP") • Acetic anhydride • Ethyl acetate • Formaldehyde • Butyl acetate • Acetate tow • Acetate flake • Paints • Coatings • Adhesives • Textiles • Paper finishing • Flexible packaging • Lamination products • Pharmaceuticals • Films • Inks • Plasticizers • Solvents • Automotive parts • External thermal insulation composite systems • Tiling • Plasters and renders • Lubricants • Filtration • Food and beverage • Consumer goods • Food packaging • Arkema • BASF SE • Cerdia • Chang Chun Petrochemical Co., Ltd. • Daicel • Dairen Chemical Corporation • Dow Inc. • Eastman Chemical Company • ExxonMobil Chemical • Huayi Chemical Co., Ltd. • INEOS • Jiangsu Sopo (Group) Co., Ltd. • Kuraray Co., Ltd. • LyondellBasell Industries N.V. • Nippon Gohsei • Showa Denko K.K. • Sipchem • Wacker Chemie AG • Methanol • Carbon monoxide • Ethylene • Acetic acid • VAM • VAE emulsions • Conventional emulsions • Acrylate esters • Styrene • Polyvinyl alcohol • Wood pulp • Acetic anhydride _____________________________ (1) Our globally-integrated value chain positions us to provide solutions with carbon capture content across all products in the Acetyl Chain as well as other methanol derived products like acetal copolymers, including POM. • Overview The Acetyl Chain segment, which includes the integrated chain of acetic acid, VAM, acetic anhydride, acetate esters, emulsion polymers, EVA polymers, redispersible powders, and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications.
Biggest changeAcetyl Chain Products (1) Major End-Use Applications • Acetic acid • Acetic anhydride • Acetate flake • Acetate tow • Butyl acetate • Emulsion polymers • Ethyl acetate • Ethylene vinyl acetate ("EVA") resins and compounds • Formaldehyde • Redispersible powders ("RDP") • Vinyl acetate monomer ("VAM") • Adhesives • Automotive parts • Coatings • Consumer goods • External thermal insulation composite systems • Films • Filtration • Flexible packaging • Food and beverage • Food packaging • Inks • Lamination products • Lubricants • Paints • Paper finishing • Pharmaceuticals • Plasticizers • Plasters and renders • Solvents • Textiles • Tiling _____________________________ (1) Our globally-integrated value chain positions us to provide solutions with carbon capture content across all products in the Acetyl Chain as well as other methanol derived products like acetal copolymers, including POM. 7 Table of Contents • Overview The Acetyl Chain segment, which includes the integrated chain of acetyl products, acetate tow business, emulsion polymers, EVA polymers and redispersible powders, is active in every major global industrial sector and serves diverse consumer end-use applications.
Amcel ® , AOPlus ® , Ateva ® , Avicor ® , Celanese ® , Celanex ® , Celanyl ® , Celcon ® , Celstran ® , Celvolit ® , Clarifoil ® , Crastin ® , Dur-O-Set ® , Dytron ® , ECOMID ® , EcoVAE ® , Elotex ® , Factor ® , Flexbond ® , Forprene ® , FRIANYL ® , Fortron ® , Geolast ® , GHR ® , GUR ® , Hostaform ® , Hytrel ® , Laprene ® , Melinex ® , MetaLX ® , Micromax ® , Mowilith ® , MT ® , Mylar ® , NILAMID ® , Nylfor ® , OmniLon ® , Pibifor ® , Pibiter ® , Polifor ® , Resyn ® , Rynite ® , Santoprene ® , SlideX ® , Sofprene ® , Sofpur ® , Talcoprene ® , Tarnoform ® , Tecnoprene ® , TufCOR ® , Tynex ® , Vamac ® , VAntage ® , Vectra ® , Vinac ® , Vinamul ® , VitalDose ® , Zenite ® , Zytel ® and certain other branded products and services named in this document are registered or reserved trademarks or service marks owned or licensed by Celanese.
Amcel ® , AOPlus ® , Ateva ® , Avicor ® , Celanese ® , Celanex ® , Celanyl ® , Celcon ® , Celstran ® , Celvolit ® , Clarifoil ® , Crastin ® , Dur-O-Set ® , Dytron ® , ECOMID ® , EcoVAE ® , Elotex ® , Factor ® , Flexbond ® , Forprene ® , FRIANYL ® , Fortron ® , Geolast ® , GHR ® , GUR ® , Hostaform ® , Hytrel ® , Laprene ® , Melinex ® , MetaLX ® , Mowilith ® , MT ® , Mylar ® , NILAMID ® , Nylfor ® , OmniLon ® , Pibifor ® , Pibiter ® , Polifor ® , Resyn ® , Rynite ® , Santoprene ® , SlideX ® , Sofprene ® , Sofpur ® , Talcoprene ® , Tarnoform ® , Tecnoprene ® , TufCOR ® , Tynex ® , Vamac ® , VAntage ® , Vectra ® , Vinac ® , Vinamul ® , VitalDose ® , Zenite ® , Zytel ® and certain other branded products and services named in this document are registered or reserved trademarks or service marks owned or licensed by Celanese.
Forprene ® , Sofprene ® T, Laprene ® and Hytrel ® , our TPE brands, are primarily used in automotive, construction, appliances and consumer applications due to their ability to combine the advantages of both flexible and plastic materials.
Sofprene ® T, Laprene ® and Hytrel ® , our TPE brands, are primarily used in automotive, construction, appliances and consumer applications due to their ability to combine the advantages of both flexible and plastic materials.
Limited Partnership U.S. 50 % Teijin Limited (50%) 2022 Mylar Specialty Films Incorporated U.S. 50 % Teijin Limited (50%) 2022 Consolidated Investments Engineered Materials Mylar Specialty Films China Limited China 51 % Teijin Limited (49%) 2022 DuPont Teijin Hongji Films Ningbo Co. Ltd. China 26 % Teijin Limited (73.99%) 2022 Mylar Hongji Films Foshan Co., Ltd.
Limited Partnership U.S. 50 % Teijin Limited (50%) 2022 Mylar Specialty Films Incorporated U.S. 50 % Teijin Limited (50%) 2022 Consolidated Investments Engineered Materials Mylar Specialty Films China Limited China 51 % Teijin Limited (49%) 2022 Mylar Hongji Films Ningbo Co., Ltd. China 26 % Teijin Limited (73.99%) 2022 Mylar Hongji Films Foshan Co. Ltd.
Risk Factors , as well as Note 2 - Summary of Accounting Policies , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements. We expect to incur approximately $20 million to $50 million in capital expenditures for environmental control measures in each of 2025 and 2026.
Risk Factors , as well as Note 2 - Summary of Accounting Policies , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements. We expect to incur approximately $20 million to $50 million in capital expenditures for environmental control measures in each of 2026 and 2027.
Risk Factors titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters," "Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for or significant restrictions on use and/or production of our products and raw materials" and "Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks." Climate-related regulatory risks are assessed as a part of 14 Table of Contents our Enterprise Risk Management process.
Risk Factors titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters," "Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for or significant restrictions on use and/or production of our products and raw materials" and "Our aspirations and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks." Climate-related regulatory risks are assessed as a part of our Enterprise Risk Management process.
Our polypropylene products include Polifor ® and Tecnoprene ® and are primarily used in automotive, appliances, electrical and consumer applications due to their high impact and fatigue resistance, exceptional rigidity at high temperatures and an ability to withstand chemical agents. VitalDose ® .
Our polypropylene products include Polifor ® and Tecnoprene ® and are primarily used in automotive, appliances, electrical and consumer applications due to their high impact and fatigue resistance, exceptional rigidity at high temperatures and an ability to withstand chemical agents. TPE.
However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce. 13 Table of Contents Confidential Information. We maintain stringent information security policies and procedures wherever we do business.
However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce. 12 Table of Contents Confidential Information. We maintain stringent information security policies and procedures wherever we do business.
("Nutrinova") is a producer of Sunett ® acesulfame potassium (Ace-K) and Nutrinova ® sorbates, which are used to improve the safety, shelf-life and taste of its customers' products including food and beverages, personal care, pet food, household cleaning products and pharmaceutical products. Korea Engineering Plastics Co., Ltd. Korea Engineering Plastics Co., Ltd.
("Nutrinova") is a producer of Sunett ® acesulfame potassium (Ace-K) and Nutrinova ® sorbates, which are used to improve the safety, shelf-life and taste of its customers' products including food and beverages, personal care, pet food, household cleaning products and pharmaceutical products. 11 Table of Contents Korea Engineering Plastics Co., Ltd. Korea Engineering Plastics Co., Ltd.
These products are used in a wide variety of automotive, electrical, medical, industrial and consumer applications, including ignition system parts, radiator grilles, electrical switches, medical devices, insulation, photovoltaic panels, critical energy components, appliance and sensor housings, light emitting diodes and technical fibers. UHMW-PE.
These products are used in a wide variety of automotive, electrical, medical, industrial and consumer applications, including ignition system parts, radiator grilles, electrical switches, medical devices, insulation, photovoltaic panels, critical energy components, appliance and sensor housings, light emitting diodes and technical fibers. TPV.
Our products include a series of thermoplastic polyesters including Celanex ® PBT, Crastin ® PBT and Thermx ® PCT (polycyclohexylene-dimethylene terephthalate), as well as Rynite ® PET, a polyester resin.
Our products include a series of thermoplastic polyesters including Celanex ® Polybutylene terephthalate ("PBT"), Crastin ® PBT and Thermx ® polycyclohexylene-dimethylene terephthalate ("PCT"), as well as Rynite ® polyethylene terephthalate ("PET"), a polyester resin.
Our ownership interest in the equity investments in InfraServ affiliates are as follows: As of December 31, 2024 (In percentages) InfraServ GmbH & Co. Gendorf KG 30 InfraServ GmbH & Co. Hoechst KG 31 Yncoris GmbH & Co.
Our ownership interest in the equity investments in InfraServ affiliates are as follows: As of December 31, 2025 (In percentages) InfraServ GmbH & Co. Gendorf KG 30 InfraServ GmbH & Co. Hoechst KG 31 Yncoris GmbH & Co.
Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of LDPE. Sold under the Ateva ® brand, these products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting.
Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of low-density polyethylene resins. Sold under the Ateva ® brand, these products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting.
We manufacture acetic acid, VAM and acetic anhydride for our own use in producing downstream, value-added products, as well as for sale to third parties. Acetic acid and VAM leverage global supply and demand fundamentals. The principal raw materials in these products are carbon monoxide, methanol and ethylene. We generally purchase carbon monoxide under long-term contracts.
We manufacture acetic acid, VAM and acetic anhydride for our own use in producing downstream, value-added products, as well as for sale to third parties. 8 Table of Contents Acetic acid and VAM leverage global supply and demand fundamentals. The principal raw materials in these products are carbon monoxide, methanol and ethylene. We generally purchase carbon monoxide under long-term contracts.
However, due to the level of uncertainty regarding what legislative or regulatory requirements may be enacted, it is not possible for us to estimate the impact of climate-related developments on our results of operations or financial condition.
However, due to the level of uncertainty regarding what legislative or regulatory 13 Table of Contents requirements may be enacted, it is not possible for us to estimate the impact of climate-related developments on our results of operations or financial condition.
Almost all of our North American methanol needs are met from our share of the production, as well as the long-term contract we have with our joint venture partner, Mitsui. In December 2023, we began carbon capture and utilization ("CCU") operations at our Clear Lake site as part of our Fairway joint venture.
Almost all of our North American methanol needs are met from our share of the production, as well as the long-term contract we have with our joint venture partner, Mitsui. We have carbon capture and utilization ("CCU") operations at our Clear Lake site as part of our Fairway joint venture.
Primary products are: • Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives; 9 Table of Contents • Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and • Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.
Primary products are: • Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives; • Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and • Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.
Our acetyl chain business produces and supplies acetyl products, including acetic acid, VAM, acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. Our acetyl chain business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.
Our acetyl products produce and supply acetic acid, acetic anhydride and acetate esters and VAM. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. Our acetyl chain business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.
We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors. 16 Table of Contents Item 1A.
We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors. Item 1A.
These include a combined heat and power unit at our Lanaken, Belgium facility, a waste-to-energy system in Nanjing, China, using solar energy at our Clear Lake, Texas facility designed for use by us and our onsite industrial partners, and a carbon dioxide capture and conversion to methanol project at our Clear Lake, Texas facility.
These include a combined heat and power unit at our Bishop, Texas facility, a waste-to-energy system in Nanjing, China, use of solar energy at our Clear Lake, Texas facility designed for use by us and our onsite industrial partners, and a carbon dioxide capture and conversion to methanol project at our Clear Lake, Texas facility.
Item 1. Business . The primary raw material for POM is formaldehyde, which is manufactured from methanol. Raw materials are sourced from internal production and from third parties, generally through long-term contracts. Polyesters.
Item 1. Business . The primary raw material for POM is formaldehyde, which is manufactured in-house from methanol. Raw materials are sourced from internal production and from third parties, generally through long-term contracts. Polypropylene.
Climate Change Climate change is a challenging issue. The nature of our operations is energy and fossil fuel intensive. We have therefore invested in capital projects to increase energy efficiency, improve reliability, recover and reuse waste heat, and increase our purchase of renewable energy as well as more sustainable raw materials.
Climate Change The nature of our operations is energy and fossil fuel intensive. We have therefore invested in capital projects and other operational expenditures to increase energy efficiency, improve reliability, recover and reuse waste heat, and increase our purchase of renewable energy as well as more sustainable raw materials.
The unit is capable of capturing CO2 industrial emissions and producing low-carbon methanol which would help our global customers meet the growing demand for more sustainable and circular solutions. The products will be launched under the ECO-CC name and be supported through third-party mass balance tracking and life cycle assessment processes. Solvents and Derivatives.
The unit is capable of capturing CO2 industrial emissions and producing low-carbon methanol which would help our global customers meet the growing demand for more sustainable and circular solutions. The products were launched in 2025 under the ECO-CC name and are supported through mass balance tracking and life cycle assessment processes. Solvents and Derivatives.
During the year ended December 31, 2024, our equity method strategic affiliates generated combined sales of $2.2 billion, resulting in our recording $149 million of equity in net earnings of affiliates and $130 million of dividends. 11 Table of Contents Our strategic affiliates as of December 31, 2024 are as follows: Location of Headquarters Ownership Partner(s) Year Entered Equity Investments Engineered Materials National Methanol Company Saudi Arabia 25 % Saudi Basic Industries Corporation (50%); Duke Energy Arabian Ltd.
During the year ended December 31, 2025, our equity method strategic affiliates generated combined sales of $1.9 billion, resulting in $78 million of equity in net earnings of affiliates and $95 million of dividends. 10 Table of Contents Our strategic affiliates as of December 31, 2025 are as follows: Location of Headquarters Ownership Partner(s) Year Entered Equity Investments Engineered Materials National Methanol Company Saudi Arabia 25 % Saudi Basic Industries Corporation (50%); Duke Energy Arabian Ltd.
Emulsion Polymers. Our emulsion polymers business produces conventional vinyl- and acrylate-based emulsions and VAE emulsions. VAE emulsions are a key component of water-based architectural coatings, adhesives, non-wovens, textiles, glass fiber and other applications. VAE emulsions are in high demand in Europe and Asia as they enable low volatile organic compound paints, specifically in interior paints. EVA Polymers.
Our emulsion polymers business produces conventional vinyl- and acrylate-based emulsions and vinyl acetate ethylene ("VAE") emulsions. VAE emulsions are a key component of water-based architectural coatings, adhesives, non-wovens, textiles, glass fiber and other applications. In addition, VAE emulsions enable low volatile organic compound paints, specifically in interior paints. EVA Polymers.
With the fourth quarter 2024 publication of our 2023-2024 Sustainability Report, we have reported updated gross Scope 1 and Scope 2 greenhouse gas ("GHG") emissions for 2021, 2022, and 2023 using The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard , as a guide. These emissions figures now include M&M facility manufacturing data.
With the fourth quarter of 2025 publication of our 2024-2025 Sustainability Report, we have reported updated gross Scope 1 and Scope 2 greenhouse gas ("GHG") emissions for 2021, 2022, 2023, and 2024 using The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard , as a guide.
We hold an approximately 30% ownership interest in three separate ventures in China that produce acetate flake and acetate tow. China National Tobacco Corporation, a Chinese state-owned tobacco entity, has been our venture partner for over three decades. • Key Products Acetyl Products. Acetyl products include acetic acid, VAM, acetic anhydride and acetate esters.
We hold an approximately 30% ownership interest in three separate ventures in China that produce acetate flake and acetate tow. China National Tobacco Corporation, a Chinese state-owned tobacco entity, has been our venture partner for over three decades.
In 2024, 2023 and 2022, we received cash dividends of $127 million, $125 million and $132 million, respectively.
In 2025, 2024 and 2023, we received cash dividends of $121 million, $127 million and $125 million, respectively.
As a result, margins may expand or contract in response to changes in market conditions over these similar periods, and we may be unable to adjust pricing due to other factors, such as the intense level of competition in the industry.
Many sales are conducted under contracts with pricing for one or more years. As a result, margins may expand or contract in response to changes in market conditions over these similar periods, and we may be unable to adjust pricing due to other factors, such as the intense level of competition in the industry.
Solvents and derivatives customers are primarily engaged in the production of paints, coatings and adhesives. We manufacture formaldehyde for our own use as well as for sale to a few regional customers. Emulsion, RDP and EVA polymers products are sold to a diverse group of regional, family owned and multinational customers.
We manufacture formaldehyde for our own use as well as for sale to a few regional customers. Emulsion, RDP and EVA polymers products are sold to a diverse group of regional, family owned and multinational customers.
In order to produce acetate tow, we first produce acetate flake by processing wood pulp with acetic acid and acetic anhydride. Wood pulp generally comes from reforested trees and is purchased externally from a variety of sources, and acetic anhydride is an intermediate chemical that we produce from acetic acid in our intermediate chemistry business.
Wood pulp generally comes from reforested trees and is purchased externally from a variety of sources, and acetic anhydride is an intermediate chemical that we produce from acetic acid in our intermediate chemistry business. Acetate flake is then further processed into acetate tow. Emulsion Polymers.
We have historically entered into these investments to gain access to local demand, minimize costs and accelerate growth in areas we believe have significant future business potential. Our strategic affiliates contribute substantial earnings and cash flows to us.
With shared characteristics such as products, applications and manufacturing technology, these strategic affiliates complement and extend our technology and specialty materials portfolio. We have historically entered into these investments to gain access to local demand, minimize costs and accelerate growth in areas we believe have significant future business potential. Our strategic affiliates contribute substantial earnings and cash flows to us.
Human Capital Resources Workforce Composition Our business is operated by a global workforce, with employees in the following key geographies: Employees as of December 31, 2024 North America U.S. 4,085 Other North America 863 Total 4,948 Europe Germany 1,736 Other Europe 2,469 Total 4,205 Asia China 1,831 Other Asia 1,058 Total 2,889 Rest of World 121 Total 12,163 We believe that providing a workplace that promotes mutual respect and equal opportunity for all employees is critical to our success and to driving innovation and growth.
Human Capital Resources Workforce Composition Our business is operated by a global workforce with employees in the following key geographies: Employees as of December 31, 2025 North America U.S. 3,763 Other North America 800 Total 4,563 Europe Germany 1,641 Other Europe 2,182 Total 3,823 Asia China 1,890 Other Asia 1,038 Total 2,928 Rest of World 120 Total 11,434 We believe that providing a workplace that promotes mutual respect and equal opportunity for all employees is critical to our success and to driving innovation and growth.
We have focused in recent years on enhancing our ability to drive incremental value through our global production network and productivity initiatives as well as proactively managing the acetyl chain business in response to trade flows and prevailing industry trends. 8 Table of Contents Our Acetyl Chain segment has production sites in Belgium, Canada, China, Germany, Mexico, the Netherlands, Singapore, Sweden, Switzerland and the U.S.
We have focused in recent years on enhancing our ability to drive incremental value through our global production network and productivity initiatives as well as proactively managing the acetyl chain business in response to trade flows and prevailing industry trends.
See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information. 10 Table of Contents Other Activities Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies.
Other Activities Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies.
RDP products are used in a variety of applications in the mortar industry, including decorative mortar, exterior insulation and finish systems, gypsum-based materials, plaster and render, self-leveling floor systems, skim coat and tile adhesives. Our acetate tow business is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications.
RDP products are used in a variety of applications in the mortar industry, including decorative mortar, exterior insulation and finish systems, gypsum-based materials, plaster and render, self-leveling floor systems, skim coat and tile adhesives. • Key Products Acetyl Products. Acetyl products include acetic acid, acetic anhydride, acetate esters and VAM.
We have announced a Scope 1 and 2 GHG emissions reduction target described in our 2023-2024 Sustainability Report, integrated the M&M Business into our GHG measurement and reporting process, obtained limited external assurance on our 2021-2023 environmental metrics, and are working to better understand where we can further reduce our GHG emissions sources.
Updated 2025 emissions figures were not available at the time of this Form 10-K filing. We have announced a Scope 1 and 2 GHG emissions reduction target described in our 2024-2025 Sustainability Report, obtained limited external assurance on our 2021-2024 environmental metrics, and are working to better understand where we can further reduce our GHG emissions sources.
We have a substantial portfolio of affiliates in various regions, including Asia-Pacific, Europe, North America and the Middle East. These affiliates have sizeable operations and are significant within their industries. With shared characteristics such as products, applications and manufacturing technology, these strategic affiliates complement and extend our technology and specialty materials portfolio.
Strategic Affiliates Our strategic affiliates represent an important component of our strategy. We have a substantial portfolio of affiliates in various regions, including Asia-Pacific, Europe, North America and the Middle East. These affiliates have sizeable operations and are significant within their industries.
This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods.
This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods. See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
("KEPCO") is a leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in 12 Table of Contents Pyongtaek, South Korea, and participates with Mitsubishi Gas Chemical Company, Inc. in a world-scale POM facility in Nantong, China. Fortron Industries, LLC.
("KEPCO") is a leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in Pyongtaek, South Korea. Fortron Industries, LLC.
Customers of our emulsion polymers and RDP business are manufacturers of water-based paints and coatings, adhesives, paper, building and construction products, glass fiber, non-wovens, textiles and premixed dry mortars. Customers of our EVA polymers business are engaged in the manufacture of a variety of products, including hot melt adhesives, automotive components, thermal laminations, and flexible and food packaging materials.
Customers of our emulsion polymers and RDP business are manufacturers of water-based paints and coatings, adhesives, paper, building and construction products, glass fiber, non-wovens, textiles and premixed dry mortars.
Acetic acid, VAM and acetic anhydride customers produce intermediate chemicals and polymers used in water-based paints, adhesives, paper coatings, polyesters, film modifiers, pharmaceuticals, cellulose acetate and textiles. We have long-standing relationships with most of these customers. Solvents and derivatives are sold to a diverse group of regional and multinational customers under multi-year contracts and on the basis of long-standing relationships.
We have long-standing relationships with most of these customers. Solvents and derivatives are sold to a diverse group of regional and multinational customers under multi-year contracts and on the basis of long-standing relationships. Solvents and derivatives customers are primarily engaged in the production of paints, coatings and adhesives.
GUR ® , our UHMW-PE trademark, is a highly engineered thermoplastic designed for a variety of industrial, consumer and medical applications. Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes.
Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes.
Our RDP business uses a number of emulsions in manufacturing redispersible powders to meet requirements for various applications and formulated to fit our customers' needs for optimal production. Acetate tow and acetate flake . Acetate tow is a fiber used primarily in cigarette filters.
Our RDP business uses a number of emulsions in manufacturing redispersible powders to meet requirements for various applications and formulated to fit our customers' needs for optimal production. • Customers Our acetyl chain business sells its products both directly to customers and through distributors.
We are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain. We believe our production technology is among the lowest cost in the industry and provides us with global growth opportunities through low cost expansions and a cost advantage over our competitors.
We believe our production technology is among the lowest cost in the industry and provides us with global growth opportunities through low cost expansions and a cost advantage over our competitors. With decades of experience, advanced proprietary process technology and favorable capital and production costs, we are a leading global producer of acetic acid, VAM and VAE.
We utilize our customer options mapping process to collaborate with our customers to identify customized solutions that leverage our broad range of polymers and technical expertise.
We utilize our customer options mapping process to collaborate with our customers to identify customized solutions that leverage our broad range of polymers and technical expertise. Our engineered materials business has long-standing relationships through multi-year and annual arrangements with many of its major customers and utilizes distribution partners to expand its customer base.
Therefore, in general, margins may expand or contract in response to changes in raw material costs. See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.
With decades of experience, advanced proprietary process technology and favorable capital and production costs, we are a leading global producer of acetic acid, VAM and VAE. AOPlus ® 3 technology extends our historical technology advantage in acetic acid and enables us to construct a world scale greenfield acetic acid facility at a lower capital cost than our competitors.
AOPlus ® 3 technology extends our historical technology advantage in acetic acid and enables us to construct a world scale greenfield acetic acid facility at a lower capital cost than our competitors. Our VAntage ® 2 technology enables us to increase VAM capacity to meet growing customer demand globally with minimal investment.
These materials are selected for their ability to stretch and return to their near original shape creating a longer life and better physical range than other materials. TPV. Santoprene TM , Dytron TM and Geolast TM , our TPV trademarks, are chemically cross-linked, high-performance materials which leverage a unique combination of engineering thermoplastic and elastomer properties.
These materials are selected for their ability to stretch and return to their near original shape creating a longer life and better physical range than other materials. 6 Table of Contents Polyesters.
Our engineered materials business has long-standing relationships through multi-year and annual arrangements with many of its major customers and utilizes distribution partners to expand its customer base. 7 Table of Contents Because Engineered Materials is a project-based business focused on solutions, the pricing of products in this segment is primarily based on the value-in-use and is generally independent of changes in the cost of raw materials.
Because Engineered Materials is a project-based business focused on solutions, the pricing of products in this segment is primarily based on the value-in-use and is generally independent of changes in the cost of raw materials. Therefore, in general, margins may expand or contract in response to changes in raw material costs.
Examples of Stewardship Tier 3 leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems. For the year ended December 31, 2024, we had a TRIR of 0.15 and an LTIR of 0.02.
For fire-related events, we focus on identifying adverse operational impacts to support continuous improvement and the implementation of additional safeguards. Examples of stewardship leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems.
Lagging indicators for occupational health and safety include Total Recordable Incident Rate ("TRIR") and Lost Time Incident Rate ("LTIR") based upon the number of incidents per 200,000 work hours of both employees and contractors. Process Safety lagging indicators follow the industry standard from API RP 754 for Tier 1 and Tier 2 events for incident count, rate, and severity.
We employ a combination of leading and lagging indicators to evaluate the Stewardship performance of our operations. For occupational health and safety, lagging indicators such as Total Recordable Incident Rate (TRIR) and Lost Time Incident Rate (LTIR) are calculated based on the number of incidents per 200,000 work hours for both employees and contractors.
These rates continue to reflect world class safety performance as compared to our industry peers. We remain committed to the value we have established for safety. Rounding out our Stewardship performance in 2024, we had 12 Tier 1 and Tier 2 process safety incidents and 5 environmental incidents.
For the year ended December 31, 2025, we had a TRIR of 0.10 and an LTIR of 0.03. These rates continue to be among the top of world-class safety performance as compared to our industry peers. We remain committed to the value we have established for safety.
Additionally, some of the factors, events, and contingencies discussed below may have occurred in the past, and the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, but are provided because future occurrences of such factors, events, or contingencies could have a material adverse effect.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Acetate flake is then further processed into acetate tow. • Customers Our acetyl chain business sells its products both directly to customers and through distributors. Acetic acid, VAM, acetate esters and acetic anhydride are global businesses, and we generally supply our customers under a mix of short- and long-term agreements.
Acetic acid, acetate esters, acetic anhydride and VAM are global businesses, and we generally supply our customers under a mix of short- and long-term agreements. Acetic acid, VAM and acetic anhydride customers produce intermediate chemicals and polymers used in water-based paints, adhesives, paper coatings, polyesters, film modifiers, pharmaceuticals, cellulose acetate and textiles.
Our VAntage ® 2 technology enables us to increase VAM capacity to meet growing customer demand globally with minimal investment. VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses.
VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses. Our acetate tow business is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications.
Several specialty grades are also produced for applications in high performance filtration equipment, ballistic fibers, thermoplastic and elastomeric additives, as well as medical implants. LFRT. Celstran ® and Factor ® , our LFRT products, impart extra strength and stiffness, making them more suitable for larger parts than conventional thermoplastics.
Several specialty grades are also produced for applications in high performance filtration equipment, thermoplastic and elastomeric additives, as well as medical implants. • Customers Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries.
We continue to strive to create a workplace where every worker can return home safely every day. Talent Development We are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership.
We focused on improving hazard identification and risk assessment, integrating these beyond process safety. Efforts continue to strengthen stewardship management systems and foster a culture where all employees understand their responsibilities—ensuring everyone returns home safely each day. 14 Table of Contents Talent Development We are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership.
Acetate tow is sold principally to the major tobacco companies that account for a majority of worldwide cigarette production. Many sales are conducted under contracts with pricing for one or more years.
Customers of our EVA polymers business are engaged in the manufacture of a variety of products, including hot melt adhesives, automotive components, thermal laminations, and flexible and food packaging materials. 9 Table of Contents Acetate tow is sold principally to the major tobacco companies that account for a majority of worldwide cigarette production.
Removed
These products are used in automotive, transportation and industrial applications, such as instrument panels, consoles and front end modules. LFRTs meet a wide range of end-user requirements and are excellent candidates for metal replacement where they provide the required structural integrity with significant weight reduction, corrosion resistance and the potential to lower manufacturing costs. LCP.
Added
Santoprene TM and Geolast TM , our TPV trademarks, are chemically cross-linked, high-performance materials which leverage a unique combination of engineering thermoplastic and elastomer properties. These products are used in automotive, future mobility, infrastructure, medical and sustainability applications. UHMW-PE. GUR ® , our UHMW-PE trademark, is a highly engineered thermoplastic designed for a variety of industrial, consumer and medical applications.
Removed
Vectra ® and Zenite ® , our LCP brands, are primarily used in electrical and electronics applications for precision parts with thin walls and complex shapes and applications requiring heat dissipation. They are also used in high heat cookware applications. TPE.
Added
Our Acetyl Chain segment has production sites in Belgium, Canada, China, Germany, Mexico, the Netherlands, Singapore, Sweden, Switzerland and the U.S. We are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain.
Removed
These products are used in future mobility, infrastructure, medical and sustainability applications. Elastomers. Vamac ® EAE, our elastomer brand, is primarily used in variety of demanding automotive applications, including electric and hybrid vehicle components. These materials can be formulated to provide excellent resistance to extreme temperatures and fluids. Polypropylene.
Added
Acetate tow and acetate flake . Acetate tow is a fiber used primarily in cigarette filters. In order to produce acetate tow, we first produce acetate flake by processing wood pulp with acetic acid and acetic anhydride.
Removed
Our ethylene vinyl acetate ("EVA") copolymers, sold under the VitalDose ® trademark, are an enabling technology used for controlled-release drugs, medical implants and combination devices, including drug-eluting implants, reliable controlled-release performance in subcutaneous and surgical implants, intravitreal and extraocular devices. • Customers Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries.
Added
Stewardship: Health, Safety and Environmental We prioritize not just occupational health and safety for employees, contractors, and visitors, but also broad stewardship addressing process safety, fire, and environmental events that may affect our operations or communities. Our core principles commit us to safeguarding our workforce, environment, and the communities where we operate.
Removed
Strategic Affiliates Our strategic affiliates represent an important component of our strategy. During 2022, we acquired interests in several global strategic affiliates as part of the M&M Acquisition, described further below. In September 2023, we formed a food ingredients joint venture with Mitsui under the name Nutrinova, also described below.
Added
In process safety, we adhere to industry standards, utilizing API RP 754 Tier 1 and Tier 2 events to monitor incident count, rate, and severity. Our criteria for tracking environmental releases include consideration of community impact and mandatory notifications to regulatory authorities outside of routine communications.
Removed
Updated 2024 emissions figures were not available at the time of this Form 10-K filing.
Added
In 2025, we recorded 10 Tier 1 and Tier 2 process safety incidents, 3 Tier 1 and Tier 2 environmental incidents, and 3 fire incidents. Additional loss of containment events and safety system challenges are tracked as Tier 3 indicators. By expanding our tracking of these indicators, we can identify and address emerging issues.
Removed
As of December 31, 2024: • globally, women represent approximately 33% of our senior leadership team and 26% of our overall workforce; and • in the U.S., people of color represent approximately 11% of our senior leadership team and 28% of our overall workforce.
Added
Additionally, the disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
Removed
The following shows our attrition rate for the year ended December 31, 2024: Attrition Rate Employee Category Global employees 9.1 % Women (globally) 9.3 % People of Color (U.S.) 10.8 % Stewardship: Health, Safety and Environmental We focus on more than the occupational health and safety of our employees, contractors and any visitors to our sites.
Removed
We have an expanded view and measurement of "Stewardship" that includes process safety and environmental events since these 15 Table of Contents incidents may have an impact on our communities. Our Stewardship values and guiding principles are centered on a commitment to do no harm to our workforce, environment, people or communities.
Removed
Achieving and maintaining stewardship excellence is a process of continuous improvement. Our values include a commitment to the health and safety of our employees, contractors, communities and the environment. We utilize a mixture of leading and lagging indicators to assess the Stewardship performance of our operations.
Removed
In 2023, the criteria for tracking release to the environment was enhanced to a criteria that includes impact to the community and notification to a regulatory authority outside of routine communications.
Removed
Any other loss of primary containment incidents, challenges to pressure relief systems, safety instrumented systems and safe operating limits are tracked as Tier 3 leading indicators. Our expanded tracking of leading indicator events helps identify potential emerging deficiencies that enables us to take continuous improvement actions.
Removed
For example, we concentrated heavily on improving our hazard identification and risk assessment and migration systems, which included expanding these concepts beyond process safety.
Removed
We are also working to strengthen and fully integrate our stewardship management systems and developing new ways to establish and maintain an effective stewardship culture in a changing and evolving world around us so that all members of our workforce understand and act on their responsibilities seriously, leaders lead, and the entire workforce is fully involved and engaged.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

59 edited+22 added−21 removed19 unchanged
Biggest changeYear Ended December 31, 2024 Compared to Year Ended December 31, 2023 • Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities decreased $933 million to $966 million for the year ended December 31, 2024 compared to $1.9 billion for the same period in 2023, primarily due to: • unfavorable trade working capital of $654 million, primarily due to inventory reductions compared to those in the prior year driven by balancing production with demand and the timing of settlement of trade payables during the year ended December 31, 2024; • a decrease in Net earnings, excluding the non-cash impacts of impairment losses, primarily due to the goodwill impairment loss of $1.5 billion in the Engineered Materials segment, (see Note 9 - G oodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information), deferred income taxes of $1.2 billion and the gain of $515 million recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and • an increase in cash taxes paid of $112 million. • Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities increased $336 million to $470 million for the year ended December 31, 2024 compared to $134 million for the same period in 2023, primarily due to: • a cash inflow of $461 million recognized during the year ended December 31, 2023 related to the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information), which did not recur in the current year. partially offset by: • a decrease of $133 million in capital expenditures during the year ended December 31, 2024. • Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities decreased $143 million to $1.3 billion for the year ended December 31, 2024 compared to $1.5 billion for the same period in 2023, primarily due to: • a decrease in payments on long-term debt, primarily due to our cash tender offer of $2.25 billion completed in August 2023, payment in full of delayed-draw term loans of $870 million and repayment at maturity of the 1.125% senior unsecured notes during the year ended December 31, 2023, that did not recur in the current year, partially offset by repayments at maturity of the 5.900% and 3.500% senior unsecured notes during the year ended December 31, 2024; and • a decrease in net payments on short-term debt, primarily driven by a payment of $500 million on our March 2022 U.S.
Biggest changeYear Ended December 31, 2025 Compared to Year Ended December 31, 2024 • Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities increased $180 million to $1.1 billion for the year ended December 31, 2025 compared to $1.0 billion for the same period in 2024, primarily due to: • favorable trade working capital of $524 million, primarily due to the timing of settlement of trade payables, inventory reductions, and the timing of collection of trade receivables during the year ended December 31, 2025; partially offset by: • the change in Net earnings after noncash adjustments, which resulted in a $236 million decrease of cash flows provided by operating activities for the year ended December 31, 2025. • Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities decreased $121 million to $349 million for the year ended December 31, 2025 compared to $470 million for the same period in 2024, primarily due to: • a decrease of $92 million in capital expenditures during the year ended December 31, 2025; and • an increase of $21 million during the year ended December 31, 2025, primarily due to the sale of long-lived assets in our Engineered Materials segment. • Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities decreased $800 million to $513 million for the year ended December 31, 2025 compared to $1.3 billion for the same period in 2024, primarily due to: • an increase in proceeds from long-term debt, primarily due to $4.0 billion in proceeds received from the March 2025 Offering (defined below) and December 2025 Offering (defined below); • a decrease in common stock dividends paid of $294 million during the year ended December 31, 2025; and • a decrease in net payments on short-term debt of $220 million, primarily due to a decrease in net payment on our China Revolving Credit Facilities (defined below) and U.S.
Our incurrence of debt to finance the purchase price for the M&M Acquisition has increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities.
Our incurrence of debt to finance the purchase price for the M&M Acquisition increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities.
This repurchase program does not have an expiration date. During the year ended December 31, 2024, we did not repurchase any shares of our Common Stock. As of December 31, 2024, we had $1.1 billion remaining under authorizations by our Board of Directors. As discussed above, as part of our deleveraging efforts, we have paused our share repurchase program.
This repurchase program does not have an expiration date. During the year ended December 31, 2025, we did not repurchase any shares of our Common Stock. As of December 31, 2025, we had $1.1 billion remaining under authorizations by our Board of Directors. As discussed above, as part of our deleveraging efforts, we have paused our share repurchase program.
We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers. We did not repurchase any Common Stock during the year ended December 31, 2024.
We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers. We did not repurchase any Common Stock during the year ended December 31, 2025.
We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, 2024, we have directly guaranteed $145 million and €31 million of such obligations. We have not entered into any material off-balance sheet arrangements.
We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, 2025, we have directly guaranteed $145 million and €31 million of such obligations. We have not entered into any material off-balance sheet arrangements.
The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction.
The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; 46 Table of Contents or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction.
Credit Agreements, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.
Revolving Credit Facility, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.
While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Credit Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases.
While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Revolving Credit Facility, other outstanding debt, Common Stock dividends and Common Stock repurchases.
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2025.
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026.
Discussion of our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021, can be found in Part II - Item 7.
Discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 and for the year ended December 31, 2023 compared to the year ended December 31, 2022, can be found in Part II - Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2023 and December 31, 2022, respectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, 2024 and December 31, 2023, respectively.
Unsold U.S. accounts receivable of $139 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2024. • Factoring and Discounting Agreements We have factoring agreements in Europe, Japan, Singapore and China with financial institutions.
Unsold U.S. accounts receivable of $92 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2025. • Factoring and Discounting Agreements We have factoring agreements in Europe, Japan, Singapore and China with financial institutions.
There can be no assurance, however, that we will continue to generate cash flows at or above current levels. Total capital expenditures were $435 million for the year ended December 31, 2024.
There can be no assurance, however, that we will continue to generate cash flows at or above current levels. Total capital expenditures were $343 million for the year ended December 31, 2025.
We de-recognized $1.5 billion and $1.4 billion of accounts receivable under this agreement for the years ended December 31, 2024 and 2023, respectively, and collected $1.5 billion and $1.3 billion of accounts receivable sold under this agreement during the same periods.
We de-recognized $1.5 billion and $1.5 billion of accounts receivable under this agreement for the years ended December 31, 2025 and 2024, respectively, and collected $1.5 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods.
We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the food ingredients joint venture described above, other opportunistic dispositions or monetization of other product or business lines or other assets.
We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the sale of the Micromax ® business described above, other opportunistic dispositions or monetization of other product or business lines or other assets.
We de-recognized $700 million and $423 million of accounts receivable under these factoring agreements for the years ended December 31, 2024 and 2023, respectively, and collected $640 million and $407 million of accounts receivable sold under these factoring agreements during the same periods.
We de-recognized $717 million and $700 million of accounts receivable under these factoring agreements for the years ended December 31, 2025 and 2024, respectively, and collected $724 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.
(the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; • additional impairments of goodwill or intangible assets; 36 Table of Contents • increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; • risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; • risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility; • the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; • the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; • increased price competition and the introduction of competing products by other companies; • the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy; • market acceptance of our products and technology; • compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of weather, natural disasters, or other crises; • the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us; • changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; • changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; • potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; • potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; • our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemical industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings. • changes in currency exchange rates and interest rates; • tax rates and changes thereto; and • various other factors, both referenced and not referenced in this Annual Report.
(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 our strategy; • market acceptance of our products and technology; • compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, 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 us; • 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 ("U.S.") and other jurisdictions; • changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; • potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; • changes in currency exchange rates and interest rates; • tax rates and changes thereto; and • various other factors, both referenced and not referenced in this Annual Report.
Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it 47 Table of Contents ceases to guarantee the Issuer's obligations under the existing U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements).
In addition, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Revolving Credit Facility (subject to the satisfaction of customary document delivery requirements).
In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, on November 4, 2024, we announced our intent to reduce our quarterly dividend by approximately 95 percent beginning in the first quarter of 2025.
In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025.
We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. We received $100 million and $45 million from the accounts receivable transferred under the Master Discounting Agreements as of December 31, 2024 and 2023.
We have master discounting agreements with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $82 million and $100 million from the accounts receivable transferred under master discounting agreements for the years ended December 31, 2025 and 2024, respectively.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. In October 2023, we announced the intended closure of our PA66 and High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. These operations are included in the Engineered Materials segment.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. 41 Table of Contents In October 2023, we announced the intended closure of our PA66 and certain High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. Contractual Obligations, Guarantees and Commitments We calculated $2.5 billion of all future interest payments on debt and other obligations using the rate in effect on December 31, 2024 and $493 million of all future pension and other postretirement funding obligations.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. Contractual Obligations, Guarantees and Commitments We estimate future interest payments on debt and other obligations calculated using interest rates in effect on December 31, 2025 to be $3.5 billion. We estimate future pension and other postretirement funding obligations to be $503 million.
The cash dividend will be paid on March 11, 2025 to holders of record as of February 25, 2025. As disclosed above, as part of our deleveraging efforts, we announced our intent to reduce our quarterly dividend by approximately 95 percent beginning in the first quarter of 2025.
The cash dividend will be paid on March 10, 2026 to holders of record as of February 24, 2026. As indicated above, as part of our deleveraging efforts, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025.
See Note 11 - Debt in the accompanying consolidated financial statements for further information. Guarantor Financial Information We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S.
See Note 11 - Debt in the accompanying consolidated financial statements for further information. Guarantor Financial Information We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act. The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group").
These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences if needed 42 Table of Contents in the U.S. to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements: • changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; • the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries; • volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; • the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; • the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc.
In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements: • the ability to successfully achieve planned cost reductions; • changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; • the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries; • 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; 35 Table of Contents • 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.
We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future. On February 29, 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network.
We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
In the accompanying consolidated financial statements, see Note 10 - Current Other Liabilities for current asset retirement obligations, Note 11 - Debt for a description of the guarantees under our Senior Notes and Credit Agreement, Note 12 - Benefit Obligations for a description of the pension and other postretirement funding obligations, Note 13 - Environmental for a description of environmental obligations, Note 15 - Income Taxes for a description of uncertain tax positions, Note 16 - Leases for lease obligations and Note 19 - Commitments and Contingencies for a discussion of commitments and contingencies related to legal and regulatory proceedings.
Revolving Credit Facility, Note 12 - Benefit Obligations for a description of the pension and other postretirement funding obligations, Note 13 - Environmental for a description of environmental obligations, Note 15 - Income Taxes for a description of uncertain tax positions, Note 16 - Leases for lease obligations and Note 19 - Commitments and Contingencies for a discussion of commitments and contingencies related to legal and regulatory proceedings.
As of December 31, 2024 2023 (In $ millions) Balance Sheet Data Cash and cash equivalents 962 1,805 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,501 1,383 Long-term debt, net of unamortized deferred financing costs 11,078 12,301 Total debt 12,579 13,684 38 Table of Contents Factors Affecting Business Segment Net Sales The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows: 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) Consolidated Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased $660 million, or 6%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower pricing, driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics, product mix, and decreased energy surcharges; • lower volume in our Engineered Materials segment primarily due to the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information) and reduced demand for elastomers due to weaker automotive demand, partially offset by higher volume, principally for POM in Europe and Asia; and • an unfavorable currency impact, primarily resulting from a weaker Chinese Yuan ("CNY") and Japanese Yen ("JPY") relative to the U.S. dollar; partially offset by: • higher volume in our Acetyl Chain segment for most of our products, primarily methanol, downstream derivative products, acid, and VAM.
As of December 31, 2025 2024 (In $ millions) Balance Sheet Data Cash and cash equivalents 1,263 962 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,204 1,501 Long-term debt, net of unamortized deferred financing costs 11,394 11,078 Total 12,598 12,579 37 Table of Contents Factors Affecting Business Segment Net Sales The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows: 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) Consolidated Results Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net sales decreased $724 million, or 7%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand; and • lower pricing in our Acetyl Chain segment, primarily due to an environment with greater supply than demand, as well as our Engineered Materials segment, primarily due to competitive market dynamics, and product mix; partially offset by: • a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.
In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction and on schedule for start-up in the second half of 2025.
In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the first half of 2026 to align with demand.
Other Activities Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Operating profit (loss) (469) (505) 36 7.1 % Non-operating pension and other postretirement employee benefit (expense) income (28) (68) 40 58.8 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Operating loss decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower functional spending and incentive compensation cost of $33 million.
Other Activities Year Ended December 31, % 2025 2024 Change Change (In $ millions, except percentages) Operating profit (loss) (367) (469) 102 21.7 % Non-operating pension and other postretirement employee benefit (expense) income 52 (28) 80 285.7 % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Operating loss decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower spending of $97 million, primarily due to realization of synergy and cost savings actions during the year ended December 31, 2025.
We fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. In September 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova.
We fully ceased operation of PA66 polymerization unit and certain HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the dates hereof. 37 Table of Contents Results of Operations Financial Highlights Year Ended December 31, 2024 2023 Change (In $ millions, except percentages) Statement of Operations Data Net sales 10,280 10,940 (660) Gross profit 2,356 2,603 (247) Selling, general and administrative ("SG&A") expenses (1,030) (1,075) 45 Other (charges) gains, net (1,744) (68) (1,676) Gain (loss) on disposition of businesses and assets, net (14) 505 (519) Operating profit (loss) (697) 1,687 (2,384) Equity in net earnings (loss) of affiliates 196 102 94 Non-operating pension and other postretirement employee benefit (expense) income (20) (69) 49 Interest expense (676) (720) 44 Interest income 33 39 (6) Dividend income - equity investments 128 126 2 Earnings (loss) from continuing operations before tax (996) 1,183 (2,179) Earnings (loss) from continuing operations (1,506) 1,973 (3,479) Earnings (loss) from discontinued operations (8) (9) 1 Net earnings (loss) (1,514) 1,964 (3,478) Net earnings (loss) attributable to Celanese Corporation (1,522) 1,960 (3,482) Other Data Depreciation and amortization 801 706 95 SG&A expenses as a percentage of Net sales 10.0 % 9.8 % Operating margin (1) (6.8) % 15.4 % Other (charges) gains, net Restructuring (107) (52) (55) Asset impairments (1,639) (15) (1,624) Plant/office closures 2 (1) 3 Total Other (charges) gains, net (1,744) (68) (1,676) _____________________________ (1) Defined as Operating profit (loss) divided by Net sales.
We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date hereof. 36 Table of Contents Results of Operations Financial Highlights Year Ended December 31, 2025 2024 Change (In $ millions, except percentages) Statement of Operations Data Net sales 9,544 10,268 (724) Gross profit 1,952 2,336 (384) Selling, general and administrative ("SG&A") expenses (899) (1,033) 134 Other (charges) gains, net (1,581) (1,744) 163 Gain (loss) on disposition of businesses and assets, net (5) (14) 9 Operating profit (loss) (786) (720) (66) Equity in net earnings (loss) of affiliates 127 196 (69) Non-operating pension and other postretirement employee benefit (expense) income 55 (20) 75 Interest expense (701) (676) (25) Refinancing expense (68) — (68) Interest income 24 33 (9) Dividend income - equity investments 122 128 (6) Earnings (loss) from continuing operations before tax (1,220) (1,019) (201) Earnings (loss) from continuing operations (1,130) (1,526) 396 Earnings (loss) from discontinued operations (21) (8) (13) Net earnings (loss) (1,151) (1,534) 383 Net earnings (loss) attributable to Celanese Corporation (1,165) (1,542) 377 Other Data Depreciation and amortization 760 801 (41) SG&A expenses as a percentage of Net sales 9.4 % 10.1 % Operating margin (1) (8.2) % (7.0) % Other (charges) gains, net Restructuring (68) (107) 39 Asset impairment losses (1,513) (1,639) 126 Plant/office closures — 2 (2) Total Other (charges) gains, net (1,581) (1,744) 163 _____________________________ (1) Defined as Operating profit (loss) divided by Net sales.
Year Ended December 31, 2024 (In $ millions) Net sales to third parties 1,819 Net sales to non-guarantor subsidiaries 1,140 Total net sales 2,959 Gross profit 558 Earnings (loss) from continuing operations (367) Net earnings (loss) (374) Net earnings (loss) attributable to the Obligor Group (374) As of December 31, 2024 2023 (In $ millions) Receivables from non-guarantor subsidiaries 1,138 787 Other current assets 2,372 2,245 Total current assets 3,510 3,032 Goodwill 536 536 Other noncurrent assets 6,386 3,289 Total noncurrent assets 6,922 3,825 Current liabilities due to non-guarantor subsidiaries 5,258 2,993 Current liabilities due to affiliates 5 6 Other current liabilities 2,212 1,940 Total current liabilities 7,475 4,939 Noncurrent liabilities due to non-guarantor subsidiaries 3,371 3,365 Other noncurrent liabilities 11,241 13,007 Total noncurrent liabilities 14,612 16,372 48 Table of Contents Share Capital On February 12, 2025, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to approximately $3 million.
Year Ended December 31, 2025 (In $ millions) Net sales to third parties 1,679 Net sales to non-guarantor subsidiaries 460 Total net sales 2,139 Gross profit 6 Earnings (loss) from continuing operations (738) Net earnings (loss) (747) Net earnings (loss) attributable to the Obligor Group (747) As of December 31, 2025 2024 (In $ millions) Receivables from non-guarantor subsidiaries 1,176 1,138 Other current assets 2,503 2,353 Total current assets 3,679 3,491 Goodwill 536 536 Other noncurrent assets 6,620 6,386 Total noncurrent assets 7,156 6,922 Current liabilities due to non-guarantor subsidiaries 8,384 5,258 Current liabilities due to affiliates 5 5 Other current liabilities 1,666 2,244 Total current liabilities 10,055 7,507 Noncurrent liabilities due to non-guarantor subsidiaries 1,810 3,371 Other noncurrent liabilities 11,784 11,232 Total noncurrent liabilities 13,594 14,603 47 Table of Contents Share Capital On February 11, 2026, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to $3 million.
Acetyl Chain Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Net sales 4,763 4,884 (121) (2.5) % Net Sales Variance Volume 4 % Price (6) % Currency — % Operating profit (loss) 951 1,109 (158) (14.2) % Operating margin 20.0 % 22.7 % Dividend income - equity investments 127 124 3 2.4 % Depreciation and amortization 244 217 27 12.4 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower pricing for most of our products globally, due to an environment with greater supply than demand during the year ended December 31, 2024; partially offset by: • higher volume for most of our products, primarily methanol, downstream derivative products, acid, and VAM.
Acetyl Chain Year Ended December 31, % 2025 2024 Change Change (In $ millions, except percentages) Net sales 4,232 4,763 (531) (11.1) % Net Sales Variance Volume (6) % Price (6) % Currency 1 % Operating profit (loss) 539 946 (407) (43.0) % Operating margin 12.7 % 19.9 % Dividend income - equity investments 121 127 (6) (4.7) % Depreciation and amortization 263 244 19 7.8 % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net sales decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower pricing for most of our products globally, due to an environment with greater supply than demand; and • lower volume across the chain, primarily for acetate tow, due to decreased global demand; partially offset by: • a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.
Non-operating pension and other postretirement employee expense decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • a decrease in the actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, partially offset by lower than expected actual asset returns.
Non-operating pension and other postretirement employee benefit income increased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • a decrease in the actuarial loss of $82 million, primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities.
Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of December 31, 2025, we have $1.75 billion available for borrowing under our senior U.S.
Business Segments Engineered Materials Year Ended December 31, % 2024 2023 Change Change (In $ millions, except percentages) Net sales 5,607 6,149 (542) (8.8) % Net Sales Variance Volume (5) % Price (3) % Currency (1) % Other (charges) gains, net (1,724) (56) (1,668) (2,978.6) % Operating profit (loss) (1,179) 1,083 (2,262) (208.9) % Operating margin (21.0) % 17.6 % Equity in net earnings (loss) of affiliates 172 83 89 107.2 % Depreciation and amortization 510 462 48 10.4 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower volume, primarily driven by the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information) and reduced demand for elastomers due to weaker automotive demand, partially offset by higher volume for certain products, principally for POM in Europe and Asia; • lower pricing for most of our products, primarily due to competitive market dynamics, product mix, and decreased energy surcharges; and • an unfavorable currency impact, primarily resulting from a weaker JPY and CNY relative to the U.S. dollar. 40 Table of Contents Operating profit decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an unfavorable impact of $1.7 billion to Other (charges) gains, net primarily related to an impairment loss on goodwill of $1.5 billion and impairment losses on certain trade names, primarily Zytel ® (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • a gain of $515 million recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and • lower Net sales; partially offset by: • lower raw materials costs for most of our products.
Business Segments Engineered Materials Year Ended December 31, % 2025 2024 Change Change (In $ millions, except percentages) Net sales 5,390 5,595 (205) (3.7) % Net Sales Variance Volume (4) % Price (1) % Currency 1 % Other (charges) gains, net (1,552) (1,724) 172 10.0 % Operating profit (loss) (958) (1,197) 239 20.0 % Operating margin (17.8) % (21.4) % Equity in net earnings (loss) of affiliates 105 172 (67) (39.0) % Depreciation and amortization 447 510 (63) (12.4) % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net sales decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower volume, primarily due to weaker global economic conditions; and • lower pricing for most of our products, primarily due to competitive market dynamics, and product mix; partially offset by: • a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar. 39 Table of Contents Operating loss decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • a favorable impact of $172 million to Other (charges) gains, net, primarily related to a decrease in goodwill and certain trade names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and N ote 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • lower raw material costs and favorable raw materials mix; • lower spending of $98 million, primarily as a result of the realization of synergy and cost savings actions during the year ended December 31, 2025; and • a decrease of accelerated depreciation expense of $67 million for the year ended December 31, 2025, primarily related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium; partially offset by: • lower Net sales.
GAAP gain over the tax gain from the formation of the Nutrinova joint venture; and • current year impacts of a non-deductible goodwill impairment loss and recognition of a valuation allowance against certain local country, non-U.S. tax credit carryforwards due to reduced forecasts of earnings in future periods and capital gains tax arising from an internal integration-related restructuring of our acquired China operations to optimize our debt profile.
The change in the effective income tax rate for the year ended December 31, 2025 compared to the same period in 2024 was primarily due to: • current year impacts of a non-deductible goodwill impairment loss, recognition of a valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period, the further integrated global principal operations and the relocation of certain intangible assets among wholly-owned foreign affiliates and the settlement of tax examinations with German tax authorities; and • prior year impacts of a non-deductible goodwill impairment loss and recognition of a valuation allowance against certain local country, non-U.S. tax credit carryforwards due to reduced forecasts of earnings in future periods and capital gains tax arising from an internal integration-related restructuring of our acquired China operations to optimize our debt profile.
This borrowing and cash on hand were used primarily to repay in full our senior unsecured notes due 2025, with an interest rate of 1.250%, due on February 11, 2025, and for general corporate purposes. • Senior Notes We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended, as follows (collectively, the "Senior Notes"): Senior Notes Issue Date Principal Interest Rate Interest Pay Dates Maturity Date (In millions) (In percentages) 1.250% Notes December 2017 €300 1.250 (1) February 11 February 11, 2025 6.050% Notes July 2022 $1,000 6.050 March 15 September 15 March 15, 2025 4.777% Notes July 2022 €1,000 4.777 July 19 July 19, 2026 1.400% Notes August 2021 $400 1.400 February 5 August 5 August 5, 2026 2.125% Notes November 2018 €500 2.125 March 1 March 1, 2027 6.165% Notes July 2022 $2,000 6.165 January 15 July 15 July 15, 2027 0.625% Notes September 2021 €500 0.625 September 10 September 10, 2028 6.350% Notes August 2023 $1,000 6.350 (2) May 15 November 15 November 15, 2028 5.337% Notes July 2022 €500 5.337 January 19 January 19, 2029 6.330% Notes July 2022 $750 6.330 January 15 July 15 July 15, 2029 6.550% Notes August 2023 $999 6.550 (2) May 15 November 15 November 15, 2030 6.379% Notes July 2022 $1,000 6.379 January 15 July 15 July 15, 2032 6.700% Notes August 2023 $1,000 6.700 (2) May 15 November 15 November 15, 2033 ______________________________ (1) The 1.250% Notes were repaid in full on February 11, 2025.
We expect the China Credit Facilities will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate. 44 Table of Contents • Senior Notes We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes") as follows: Issue Date Principal Interest Rate Interest Pay Dates Maturity Date (In $ millions) (In percentages) July 2022 526 5.277 (1)(2) July 19 July 19, 2026 August 2021 400 1.400 February 5 August 5 August 5, 2026 November 2018 587 2.125 (1) March 1 March 1, 2027 July 2022 554 6.665 (2) January 15 July 15 July 15, 2027 September 2021 587 0.625 (1) September 10 September 10, 2028 August 2023 746 6.850 (2) May 15 November 15 November 15, 2028 July 2022 588 5.587 (1)(2) January 19 January 19, 2029 July 2022 750 6.830 (2) January 15 July 15 July 15, 2029 March 2025 700 6.500 (3) April 15 October 15 April 15, 2030 August 2023 999 7.050 (2) May 15 November 15 November 15, 2030 December 2025 600 7.000 (4) February 15 August 15 February 15, 2031 March 2025 881 5.000 (1)(3) April 15 October 15 April 15, 2031 July 2022 1,000 6.879 (2) January 15 July 15 July 15, 2032 March 2025 1,100 6.750 (3) April 15 October 15 April 15, 2033 August 2023 1,000 7.200 (2) May 15 November 15 November 15, 2033 December 2025 800 7.375 (4) February 15 August 15 February 15, 2034 ______________________________ (1) Issued in euro.
(2) On November 14, 2024, S&P Global Ratings downgraded our credit rating to BB+, which had the effect of increasing the interest rates by 25 basis points on the senior unsecured notes due 2028, senior unsecured notes due 2030 and senior unsecured notes due 2033 to 6.600%, 6.800% and 6.950%, respectively, effective November 15, 2024.
(2) In November 2024, S&P Global Ratings downgraded our credit rating and on February 12, 2025, Moody's Ratings downgraded our credit rating, which together had the effect of increasing interest rates by 50 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.
Covenants Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.
Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. During the years ended December 31, 2025 and 2024, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.
("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.
See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis.
In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant is in construction and we are accelerating completion to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and remains on schedule under a delayed timeline.
In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant was completed and began production activities during the three months ended December 31, 2025 and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026.
Term Loan Credit Agreement (defined below), if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $962 million as of December 31, 2024.
Revolving Credit Facility (defined below) and $50 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations (see Covenants section below for further information). In addition, we held cash and cash equivalents of $1.3 billion as of December 31, 2025.
On February 21, 2023, August 9, 2023, February 16, 2024, November 1, 2024 and February 17, 2025, we amended certain covenants in certain of the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").
Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S.
Operating profit decreased $2.4 billion, or 141%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an unfavorable impact of $1.7 billion to Other (charges) gains, net primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.5 billion and impairment losses on certain trade names, primarily Zytel ® (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • lower Net sales across our segments; and • a gain of $515 million in our Engineered Materials segment recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); partially offset by: • lower raw material costs in our Engineered Materials and Acetyl Chain segments.
Operating loss increased $66 million, or 9%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower Net sales across our segments; partially offset by: • a favorable impact of $172 million to Other (charges) gains, net in our Engineered Materials segment, primarily due to a decrease in goodwill and certain trade names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information); • lower raw material costs in our Engineered Materials and Acetyl Chain segments; • lower spending of $195 million, primarily as a result of the realization of synergy and cost savings actions in our Engineered Materials and Other Activities segments during the year ended December 31, 2025; and • a decrease of accelerated depreciation expense of $56 million during the year ended December 31, 2025, primarily due to a decrease of $67 million in our Engineered Materials segment, related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, partially offset by an increase in accelerated depreciation of $11 million in our Acetyl Chain segment related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information). 38 Table of Contents Non-operating pension and other postretirement employee benefit income increased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • a decrease in the actuarial loss of $82 million primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).
For further information regarding the food ingredients joint venture, see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements. 42 Table of Contents In November 2022, we acquired a majority of the M&M Business for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction.
On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $492 million, subject to customary transaction adjustments. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
Also in March 2022, we entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement the "U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027.
On August 11, 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S.
See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. Our effective income tax rate for the year ended December 31, 2024 was (51)% compared to (67)% for the year ended 2023.
Our effective income tax rate for the year ended December 31, 2025 was 7.4% compared to (49.8)% for the year ended 2024.
Term Loan Credit Agreement (defined below) during the year ended December 31, 2023, which did not recur in the current year, partially offset by an increase in net payments on our revolving credit facilities of $74 million; 44 Table of Contents partially offset by: • a decrease in proceeds of long-term debt, primarily due to the issuance of certain senior unsecured notes of $3.0 billion during the year ended December 31, 2023, that did not recur in the current year, partially offset by current year borrowings on working capital loan facilities in China; and • an increase in net payments on our China Working Capital Term Loan Agreement (defined below).
Revolving Credit Facility (defined below) of $138 million, and an increase in net borrowings under the China Working Capital Term Loan Agreement (defined below); partially offset by: • an increase in repayments of long-term debt, primarily due to payments made in connection with the March 2025 Tender Offers (defined below) and December 2025 Tender Offers (defined below) of $2.3 billion, redemption of the 6.050% Senior Notes due March 15, 2025, repayment of $880 million of the March 2022 U.S.
Operating profit decreased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • lower Net sales; and • higher spending of $40 million, primarily as a result of increased plant operating and maintenance expenses, including costs at our new acetic acid unit at Clear Lake, Texas, and plant turnaround costs related to our joint venture, Fairway Methanol LLC; 41 Table of Contents partially offset by: • lower raw material and sourcing costs, primarily for carbon monoxide and methanol.
Operating profit decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • lower Net sales; and 40 Table of Contents • an increase of accelerated depreciation expense of $11 million for the year ended December 31, 2025, related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); partially offset by: • lower raw material and sourcing costs driven by productivity initiatives.
This operation is included in the Engineered Materials segment. We fully ceased operations during the three months ended December 31, 2024. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $20 million, inclusive of estimated employee termination costs, through 2028.
In February 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network. This operation is included in the Engineered Materials segment. We fully ceased operations as of December 31, 2024.
Debt and Other Obligations • Senior Credit Facilities In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans").
Term Loan Credit Agreement (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, partially offset by the $527 million payment at maturity of the 5.900% senior unsecured notes and $473 million payment at maturity of the 3.500% senior unsecured notes, during the year ended December 31, 2024; and • an increase in debt refinancing costs paid of $142 million during the year ended December 31, 2025. 43 Table of Contents Debt and Other Obligations • Senior Credit Facilities In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S.
At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit is on schedule and in detailed engineering design while construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is on schedule and in detailed engineering design.
Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is progressing on an extended schedule that aligns with our strategy for capital spending.
For further information regarding the acquisition and related financing transactions, see Debt and Other Obligations in this Liquidity and Capital Resources and Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
We expect to incur additional exit and shutdown costs related to the closure of the facility of $140 million, including employee termination costs, through 2027. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.
Equity in net earnings (loss) of affiliates increased for the year ended December 31, 2024 compared to the same period in 2023 primarily due to: • an increase in earnings from our Mylar Specialty Films strategic affiliates of $61 million, primarily due to increased restructuring costs incurred in the year ended December 31, 2023, which did not recur in the current year.
Equity in net earnings (loss) of affiliates decreased for the year ended December 31, 2025 compared to the same period in 2024 primarily due to: • a decrease in earnings from our Ibn Sina strategic affiliate, primarily due to lower methyl tertiary-butyl ether ("MTBE") volume arising from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.
As of December 31, 2024, $627 million of the $962 million of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we have incurred a prior year charge associated with the deemed repatriation of foreign earnings.
Cash Flows Cash and cash equivalents increased $301 million to $1.3 billion as of December 31, 2025 compared to December 31, 2024. As of December 31, 2025, $828 million of the $1.3 billion of cash and cash equivalents was held by our foreign subsidiaries.
On November 1, 2024, we entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S.
Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025.
Removed
Non-operating pension and other postretirement employee expense decreased $49 million for the year ended December 31, 2024 compared to the same period in 2023 primarily due to a decrease in recognized actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, 39 Table of Contents partially offset by lower than expected actual asset returns.
Added
On October 28, 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We intend to permanently cease all manufacturing operations during the second half of 2026.
Removed
The change in the effective income tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to: • prior year impacts that did not recur in the current year, including the relocation of certain intangible assets to better align with the acquired M&M foreign operations, the realignment of our European headquarters and principal operations to Switzerland to achieve operational efficiencies, the release of valuation allowances on U.S. foreign tax credit carryforwards, and the excess of the U.S.
Added
Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030, which replaced the existing U.S. revolving credit facility. The margin for borrowings under the U.S.
Removed
As of December 31, 2024, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility, $171 million available for borrowing under our separate China Revolving Credit Facilities (defined below) and up to $1.0 billion under the November 2024 U.S.
Added
Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings. The U.S. Revolving Credit Facility had no outstanding balance as of December 31, 2025 The U.S.
Removed
We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of our food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments.
Added
Term Loan Credit Facility were guaranteed by Celanese and the Subsidiary Guarantors prior to being fully repaid and terminated as of December 31, 2025. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report. Certain of our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities").
Removed
We accounted for our interest in the joint venture as an equity method investment, and our portion of the results will continue to be included in the Engineered Materials segment.
Added
Celanese (Shanghai) International Trading Co., Ltd ("CSIT") entered into a revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility") which bears interest at a fixed rate and expired January 13, 2026. This revolving credit facility had an outstanding balance of $43 million as of December 31, 2025 and was fully repaid on January 13, 2026.
Removed
We remain in compliance with the covenants in the existing Global Credit Agreements (defined below, and as amended to date) and expect to remain in compliance based on our current expectation of future results of operations and planned cash generation activities.
Added
Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") has entered into various working capital loans that bear interest at floating interest rates or fixed interest rates and expire on various dates beginning December 2026 through July 2028. These working capital loans have an outstanding balance of $571 million as of December 31, 2025.
Removed
If the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of any impacted covenants, which may increase our borrowing costs under the existing Global Credit Agreements. 43 Table of Contents Cash Flows Cash and cash equivalents decreased $843 million to $962 million as of December 31, 2024 compared to December 31, 2023.
Added
On April 11, 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of December 31, 2025.
Removed
In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility").
Added
On October 20, 2025, CNCC entered into a CNY300 million working capital loan expiring three years from the drawdown date. No draws were initiated as of December 31, 2025.
Removed
Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million and on December 19, 2024, the CSIT January 2023 Facility was reduced to CNY550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.
Added
On November 17, 2025, S&P Global Ratings downgraded our credit rating and on November 25, 2025, Moody's Ratings downgraded our credit rating, which together will have the effect of increasing interest rates for certain senior unsecured notes by an additional 50 basis points, effective on various dates beginning January 15, 2026 through May 15, 2026.
Removed
Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates.
Added
(3) On March 14, 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in aggregate principal amounts of €750 million and $1.8 billion (the "March 2025 Offering").
Removed
The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was fully repaid during the three months ended March 31, 2024. In December 2023, Celanese (Nanjing) Chemical Co., Ltd.

… 22 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−1 removed9 unchanged
Biggest changeCybersecurity, resilience and data privacy risks are maintained and managed on an ongoing basis as part of our broader enterprise risk management program.
Biggest changeCybersecurity, resilience and data privacy risks are maintained and managed on an ongoing basis as part of our broader enterprise risk management program. Specifically, a risk management workstream focused on our information technology function (including cybersecurity, resilience and data privacy) is designed to assess, identify and manage cybersecurity- resilience and data privacy-related risks and mitigation measures.
Governance and Oversight Primary responsibility for assessing and managing risks from cybersecurity threats resides with our management team, including a Chief Information Officer who has nearly 30 years of information technology experience including leadership roles at multiple large, global and/or publicly-traded companies, and a Chief Information Security Officer who has over 30 years of experience in cybersecurity with large international publicly-traded companies and who holds a Certified Information Systems Security Professional (CISSP) certification.
Governance and Oversight Primary responsibility for assessing and managing risks from cybersecurity threats resides with our management team, including a Chief Information Officer who has approximately 30 years of information technology experience including leadership roles at multiple large, global and/or publicly-traded companies, and a Chief Information Security Officer who has over 30 years of experience in cybersecurity with large international publicly-traded companies and who holds a Certified Information Systems Security Professional (CISSP) certification.
Risk Factors titled "Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands" on page 19 and "We are subject to information or operational technology cybersecurity threats that could materially affect our business" on page 22 .
Risk Factors titled "Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands" on page 17 and "We are subject to information or operational technology cybersecurity threats that could materially affect our business" on page 21 .
We have in our learning management system a comprehensive cybersecurity awareness course that is mandatory for all employees with computers and covers key topics such as identifying workplace cybersecurity hazards and attacks, and our separate CyberSAFE and Data Privacy intranets provide content to help employees identify and avoid cybersecurity and data privacy risks.
We have in our learning management system a comprehensive cybersecurity awareness course that is mandatory for all employees with 29 Table of Contents computers and covers key topics such as identifying workplace cybersecurity hazards and attacks, and our separate CyberSAFE and Data Privacy intranets provide content to help employees identify and avoid cybersecurity and data privacy risks.
The incident response plan provides for certain responses based on various factors of a cybersecurity incident and integrates with our enterprise crisis management program.
Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident. The incident response plan provides for certain responses based on various factors of a cybersecurity incident and integrates with our enterprise crisis management program.
Removed
Specifically, a risk management workstream focused on our information technology function (including cybersecurity, resilience and data privacy) is designed to assess, identify and manage cybersecurity- resilience and data privacy-related risks and mitigation measures. 30 Table of Contents Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−1 removed0 unchanged
Biggest changeGeographic Region Engineered Materials (1) Acetyl Chain (1) Corporate Leased Owned Leased Owned Leased Owned North America 9 9 1 7 2 — Europe and Africa 5 6 1 4 4 1 Asia-Pacific 4 8 3 — 3 — South America 2 1 — — — — Total 20 24 5 11 9 1 ______________________________ (1) Certain geographic locations may contain sites used by multiple segments.
Biggest changeThese facilities are well-maintained, in good operating condition, are suitable and adequate for their use and have sufficient capacity for our current needs and expected near-term growth. 30 Table of Contents Engineered Materials (1) Acetyl Chain (1) Corporate Leased Owned Leased Owned Leased Owned Geographic Region North America 8 9 1 7 2 — Europe and Africa 4 5 1 4 3 1 Asia-Pacific 3 8 3 — 3 — South America 1 — — — — — Total 16 22 5 11 8 1 ______________________________ (1) Certain geographic locations may contain sites used by multiple segments.
Item 2. Properties Description of Property Our corporate headquarters is located in Irving, Texas and we also have administrative offices in Amsterdam, Netherlands; Asturias, Spain; Budapest, Hungary; Hyderabad, India; Mexico City, Mexico; Meyrin, Switzerland; Nanjing, China; Shanghai, China; and Sulzbach, Germany. We own or lease numerous production and manufacturing facilities throughout the world.
Item 2. Properties Description of Property Our corporate headquarters is located in Irving, Texas and we also have administrative offices in Asturias, Spain; Budapest, Hungary; Hyderabad, India; Mexico City, Mexico; Meyrin, Switzerland; Nanjing, China; Shanghai, China; and Sulzbach, Germany. We own or lease numerous production and manufacturing facilities throughout the world.
We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth our principal production and other facilities throughout the world as of December 31, 2024.
We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth our principal production and other facilities throughout the world as of December 31, 2025.
We have also entered into strategic ventures with partners in various locations around the world. See Item 1. Business for a discussion of our investments in affiliates and their respective site locations. 31 Table of Contents
We have also entered into strategic ventures with partners in various locations around the world. See Item 1. Business for a discussion of our investments in affiliates and their respective site locations.
Removed
These facilities are well-maintained, in good operating condition, are suitable and adequate for their use and have sufficient capacity for our current needs and expected near-term growth.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeLegal Proceedings The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of legacy shareholders, past waste disposal practices and release of chemicals into the environment.
Biggest changeLegal Proceedings The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury, toxic tort, public nuisance, and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+1 added−1 removed9 unchanged
Biggest changeMurray holds a Bachelor of Science degree in Chemical Engineering from the University of Texas at Austin and a Master of Business Administration from Northwestern University. Ashley B. Duffie has served as Celanese's Senior Vice President and General Counsel since November 2023.
Biggest changeMurray holds a Bachelor of Science degree in Chemical Engineering from the University of Texas at Austin and a Master of Business Administration from Northwestern University. Todd Elliott returned to Celanese to serve as Senior Vice President, Engineered Materials in February 2025. Mr. Elliott first joined Celanese in 1987 in a district sales role.
She joined Celanese in 2007 as Associate General Counsel, and previously practiced at the law firm of Haynes and Boone, LLP specializing in environmental law, internal corporate investigations, and litigation. She holds a law degree from Vermont Law School and a Bachelor of Business Administration from Southern Methodist University. 33 Table of Contents PART II
She joined Celanese in 2007 as Associate General Counsel, and previously practiced at the law firm of Haynes and Boone, LLP specializing in environmental law, internal corporate investigations, and litigation. She holds a law degree from Vermont Law School and a Bachelor of Business Administration from Southern Methodist University. 32 Table of Contents PART II
He joined Celanese in 2006 as Financial Risk Manager and was promoted to Assistant Treasurer in 2008. Prior to joining Celanese, he held financial roles at Sabre Corporation and ExxonMobil Corporation. Mr. Kyrish holds a Bachelor of Science degree from the University of Texas at Austin and a Master of Business Administration from Texas Christian University.
He joined Celanese in 2006 as Financial Risk Manager and was promoted to Assistant Treasurer in 2008. Prior to joining Celanese, he held financial roles at Sabre Corporation and ExxonMobil Corporation. Mr. Kyrish holds a Bachelor of Science degree from the University of Texas at Austin and a Master of Business Administration from Texas Christian University. Mark C.
Prior to joining Celanese, Mr. Richardson held various finance, operational and leadership roles at American Airlines. He earned a Bachelor of Arts in Accounting from Westminster College and a Master of Business Administration from Texas Christian University. Chuck B. Kyrish has served as our Senior Vice President and Chief Financial Officer since November 2023.
Prior to joining Celanese, Mr. Richardson held various finance, operational and leadership roles at American Airlines. He earned a Bachelor of Arts in Accounting from Westminster College and a Master of Business Administration from Texas Christian University. 31 Table of Contents Chuck B. Kyrish has served as our Senior Vice President and Chief Financial Officer since November 2023.
At that time, he was elevated to Senior Vice President of Acetyls and is credited with transforming the Acetyls operating model to a differentiated focus on 32 Table of Contents downstream derivatives optionality that has redefined the value of the Acetyls business.
At that time, he was elevated to Senior Vice President of Acetyls and is credited with transforming the Acetyls operating model to a differentiated focus on downstream derivatives optionality that has redefined the value of the Acetyls business.
He retired from Celanese in 2020 and had been an independent consultant to clients in the chemicals and polymers industry prior to rejoining the Company. Mr. Elliott earned his undergraduate degree at Westminster College and his Master of Business Administration at Fontbonne University. Mark C.
He retired from Celanese in 2020 and had been an independent consultant to clients in the chemicals and polymers industry prior to rejoining the Company. Mr. Elliott earned his undergraduate degree at Westminster College and his Master of Business Administration at Fontbonne University. Ashley B.
Kyrish 53 Senior Vice President and Chief Financial Officer Todd Elliott 59 Senior Vice President, Engineered Materials Mark C. Murray 54 Senior Vice President, Acetyls Ashley B. Duffie 50 Senior Vice President and General Counsel Scott A. Richardson was named President and Chief Executive Officer and a member of our Board of Directors effective January 1, 2025.
Murray 55 Senior Vice President, Acetyls Todd Elliott 60 Senior Vice President, Engineered Materials Ashley B. Duffie 51 Senior Vice President and General Counsel Scott A. Richardson was named President and Chief Executive Officer and a member of our Board of Directors effective January 1, 2025.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers The names, ages and biographies of our executive officers as of February 21, 2025 are as follows: Name Age Position Scott A. Richardson 48 President, Chief Executive Officer and Director Chuck B.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers The names, ages and biographies of our executive officers as of February 24, 2026 are as follows: Name Age Position Scott A. Richardson 49 President, Chief Executive Officer and Director Chuck B. Kyrish 54 Senior Vice President and Chief Financial Officer Mark C.
He led the Acetate Tow business before becoming Senior Vice President of global sales for both Acetyls and Engineered Materials in 2016. In 2017, he became Senior Vice President and global commercial leader for Engineered Materials and head of Celanese Europe until 2018.
He quickly rose through increasing leadership opportunities in regional sales, business analysis, investor relations, and corporate development. He led the Acetate Tow business before becoming Senior Vice President of global sales for both Acetyls and Engineered Materials in 2016. In 2017, he became Senior Vice President and global commercial leader for Engineered Materials and head of Celanese Europe until 2018.
Removed
Todd Elliott returned to Celanese to serve as Senior Vice President, Engineered Materials in February 2025. Mr. Elliott first joined Celanese in 1987 in a district sales role. He quickly rose through increasing leadership opportunities in regional sales, business analysis, investor relations, and corporate development.
Added
Duffie has served as Celanese's Senior Vice President and General Counsel since November 2023 and from July 2025 to February 2026, she has served as interim Chief Human Resources Officer in addition to her role as Senior Vice President and General Counsel.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed5 unchanged
Biggest changeComparison of Cumulative Total Return The above performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Biggest changeChemicals Index 100.00 123.54 112.10 122.59 118.84 115.89 The above performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Chemicals Index. Cumulative total return represents the change in stock price and the amount of dividends received during the indicated period, assuming reinvestment of all dividends. The performance graph assumes an investment of $100 on December 31, 2019.
Chemicals Index. Cumulative total return represents the change in stock price and the amount of dividends received during the indicated period, assuming reinvestment of all dividends. The performance graph assumes an investment of $100 on December 31, 2020.
Celanese Purchases of its Equity Securities We did not repurchase any Common Stock during the three months ended December 31, 2024. As of December 31, 2024, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program.
Celanese Purchases of its Equity Securities We did not repurchase any Common Stock during the three months ended December 31, 2025. As of December 31, 2025, our Board of Directors has authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with $1.1 billion value of shares remaining that may be purchased under the program.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 34 Table of Contents Performance Graph The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, 2019 through December 31, 2024 to that of the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S.
See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information. 33 Table of Contents Performance Graph The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, 2020 through December 31, 2025 to that of the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S.
Dividend Policy The amount available to us to pay cash dividends is not currently restricted by our existing senior credit facilities and our indentures governing our senior unsecured notes.
Dividend Policy The amount available to us to pay our current and anticipated regular quarterly cash dividends is not currently restricted by our existing senior credit facilities and our indentures governing our senior unsecured notes.
Holders As of February 17, 2025, there were 125 holders of record of our Common Stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
Holders As of February 20, 2026, there were 126 holders of record of our Common Stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
Removed
The stock performance shown in the graph is included in response to SEC requirements and is not intended to forecast or to be indicative of future performance.
Added
The stock performance shown in the graph is included in response to SEC requirements and is not intended to forecast or to be indicative of future performance. Comparison of Cumulative Total Return Company Name/ Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Celanese 100.00 131.71 81.97 127.61 57.97 35.50 S&P 500 Index 100.00 128.68 105.36 133.03 166.28 195.98 Dow Jones U.S.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed9 unchanged
Biggest changeItem 6. Reserved This item is no longer required, as the Company adopted the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021. 35 Table of Contents Item 7.
Biggest changeItem 6. Reserved This item is no longer required, as the Company adopted the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021. 34 Table of Contents Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

83 edited+23 added−8 removed133 unchanged
Biggest changeOur higher level of indebtedness and other liabilities could have other important consequences, including: • Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that could impact our ability to repay amounts due under existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes"); • Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on or repurchase our common stock, par value $0.0001 per share ("Common Stock"); • Reducing our flexibility to respond to changing business and economic conditions; • Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest; 28 Table of Contents • Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; • Adversely affecting our ability to comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived; • Adversely affecting our future credit ratings, which could increase our future costs of funding, liquidity and access to capital markets; and • Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes.
Biggest changeOur higher level of indebtedness and other liabilities could have other important consequences, including: • Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business conditions that could impact our ability to repay amounts due under or refinance on favorable terms existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes"); • Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on or repurchase our common stock, par value $0.0001 per share ("Common Stock"); • Adversely affecting our ability to comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived; 26 Table of Contents • Reducing our flexibility to respond to changing business and economic conditions; • Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest or increase their interest rates in the event of credit rating downgrades; • Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; • Adversely affecting our future credit ratings, which could increase our borrowing costs, liquidity and access to capital markets; and • Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions and private litigation.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, aspirations and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions and private litigation.
We have developed and publicized, and expect to continue to establish, goals, targets, and other objectives related to sustainability matters. These include a GHG intensity reduction target and other environmental targets. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that they will be achieved.
We have developed and publicized, and expect to continue to establish, goals, targets, aspirations, and other objectives related to sustainability matters. These include a GHG intensity reduction target and other environmental targets. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that they will be achieved.
These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business and indemnification or other post-closing claims.
These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business or other assets and indemnification or other post-closing claims.
Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including declines in consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, instability in credit markets, volatile exchange rates and other challenges such as the changing regulatory environment.
Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including demand declines, declines in consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, instability in credit markets, volatile exchange rates and other challenges such as the changing regulatory environment.
Our ability to track and meet these goals depends on future innovations and technology and the availability of accurate reporting methods. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, and objectives could expose us to operational, reputational, financial, legal, and other risks.
Our ability to track and meet these goals depends on future innovations and technology and the availability of accurate reporting methods. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, aspirations and objectives could expose us to operational, reputational, financial, legal, and other risks.
Even if we achieve the goals, targets, and objectives we set, we may not realize all of the benefits expected at the time they were established. Our business and financial results may be adversely affected by various legal and regulatory proceedings.
Even if we achieve the goals, targets, aspirations and objectives we set, we may not realize all of the benefits expected at the time they were established. Our business and financial results may be adversely affected by various legal and regulatory proceedings.
Additionally, increased social, legislative and regulatory focus on climate change and other sustainability matters as well as customer demand for responsibly manufactured products could lead to changes in the behavior of our customers or their end-customers, and could result in reduced customer demand for products made from materials that are perceived to be significant contributors to greenhouse gas emissions and global climate change.
In addition, increased social, legislative and regulatory focus on climate change and other sustainability matters as well as customer demand for responsibly manufactured products could lead to changes in the behavior of our customers or their end-customers, and could result in reduced customer demand for products made from materials that are perceived to be significant contributors to greenhouse gas emissions and global climate change.
Our major facilities are primarily located in North America, Europe and Asia, and we hold interests in affiliates that operate in the United States ("U.S."), Germany, China, Japan, South Korea and Saudi Arabia. Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world market prices.
Our major facilities are primarily located in North America, Europe and Asia, and we hold interests in affiliates that operate in the United States ("U.S."), Germany, China, Japan, South Korea and Saudi Arabia. Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world index prices.
Our joint ventures require us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. Additionally, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them.
Our joint ventures require us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. In addition, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them.
Disruptions or interruptions of operations could occur for many reasons, including fire, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises, disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism, accidents, interruptions in sources of raw materials, cybersecurity incidents, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East), or other unforeseen events or delays in construction or operation of facilities.
Disruptions or interruptions of operations could occur for many reasons, including fire, flood, hurricanes, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises, disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism, accidents, interruptions in sources of raw materials, cybersecurity incidents, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East), other catastrophic events, or other unforeseen events or delays in construction or operation of facilities.
Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse impacts to our financial results. Like many companies, we have experienced significant supply disruptions and increased costs of inputs. These trends have impacted, and may in the future impact, our operating costs.
Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse impacts to our financial results. Like many companies, in recent years, we have experienced significant supply disruptions and increased costs of inputs. These trends have impacted, and may in the future impact, our operating costs.
A disruption in production at one or more of our manufacturing facilities, or our suppliers, could have a material adverse effect on our business.
A disruption in production at one or more of our manufacturing facilities, or those of our suppliers, could have a material adverse effect on our business.
Artificial intelligence technologies may also be used by adversaries to enable new or augment existing attack techniques, tactics and protocols. Additionally, we may be exposed to unauthorized access or operational interruptions to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software.
Artificial intelligence technologies may also be used by adversaries to enable new or augment existing attack techniques, tactics and protocols. In addition, we may be exposed to unauthorized access or operational interruptions to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software.
We cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.
We have in the past been subject to ratings downgrades, and we cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.
See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations. As of December 31, 2024, our total debt was $12.6 billion.
See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations , Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations. As of December 31, 2025, our total debt was $12.6 billion.
We may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including the goals, targets, and objectives that we announce, and our methodologies and timelines for pursuing them.
We may face scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including the goals, targets, aspirations and objectives that we announce, and our methodologies and timelines for pursuing them.
In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss.
In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation 15 Table of Contents for loss.
Changes in market conditions or key assumptions made in future quantitative tests could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of an impairment charge.
Changes in market conditions or key assumptions made in future quantitative tests could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of an impairment loss.
We test goodwill and indefinite-lived intangibles for impairment at least annually and more frequently if 20 Table of Contents the Company believes indicators of impairment exist. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management's best estimates.
We test goodwill and indefinite-lived intangibles for impairment at least annually and more frequently if the Company believes indicators of impairment exist. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management's best estimates.
Such key assumptions may be adversely impacted by significant negative industry or economic trends and forecasts, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of our business, divestitures, or market capitalization declines.
Such key assumptions may be adversely impacted by significant negative industry or economic trends and forecasts, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of our business, divestitures, or further decline to market capitalization.
These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own. It may take considerable time for us to investigate and evaluate the full 22 Table of Contents impact of incidents, particularly for sophisticated attacks.
These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own. It may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.
We engaged in continuing discussions with the tax authority in the United States, and we are currently evaluating all additional potential remedies regarding the ongoing examination. In addition, we are under examination in certain jurisdictions for other matters for various years, including Mexico, Canada, the United States and Germany.
We engaged in continuing discussions with the tax authority in the United States, and we are currently evaluating all additional potential remedies regarding the ongoing examination. In addition, we are under examination in certain jurisdictions for other matters for various years, including Mexico, Canada, the United States, China, South Korea and Germany.
In addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include: • Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses; • Capacity constraints, e.g., due to construction delays, labor disruption, government-imposed work or travel restrictions, involuntary shutdowns or turnarounds; • A supplier's inability to meet our delivery orders, a supplier's decision not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms; • The general level of business, economic and industry activity; and • The direct or indirect effect of governmental regulation (including the impact of government regulation relating to power usage, climate change or regulation of production and transport of certain chemicals).
In addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include: • Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses; • Capacity constraints, e.g., due to construction delays, labor disruption, government-imposed work or travel restrictions, involuntary shutdowns or turnarounds; • A supplier's inability to meet our delivery orders, a supplier's decision not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms; 16 Table of Contents • The general level of business, economic and industry activity; and • The direct or indirect effect of governmental regulation (including the impact of government regulation relating to duties ( e.g., tariffs) or other trade barriers, power usage, climate change or regulation of production and transport of certain chemicals).
Failure to effectively manage these risks could have an adverse impact on our financial position, results of operations and cash flows. We are subject to information or operational technology cybersecurity threats that could materially affect our business.
Failure to effectively manage these risks could have an adverse impact on our financial position, results of operations and cash flows. 20 Table of Contents We are subject to information or operational technology cybersecurity threats that could materially affect our business.
The IRA also created an excise tax that is generally equal to 1% of the value of any stock repurchased by us after December 31, 2022. We are subject to the regular examination of our income tax returns by various tax authorities.
The IRA also created an excise tax that is generally equal to 1% of the value of any stock repurchased by us after December 31, 2022. 25 Table of Contents We are subject to the regular examination of our income tax returns by various tax authorities.
Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 31% of our Net sales in 2024. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.
Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 35% of our Net sales in 2025. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.
For example, any future withdrawal or renegotiation of trade agreements, or the failure to reach agreement over trade agreements, or the imposition of new or increased tariffs, including, but not limited to, anti-dumping and countervailing duties, on our products or raw materials, or the more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy.
For example, any future changes to laws or regulations, withdrawal or renegotiation of treaties or trade agreements, failure to reach agreement over trade matters, or the imposition of new or increased tariffs, including, but not limited to, anti-dumping and countervailing duties, on our products or raw materials, or more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy.
Significant changes in investment performance or a change in the portfolio mix of 27 Table of Contents invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations.
Significant changes in investment performance or a change in the portfolio mix of invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations.
Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated 29 Table of Contents independently of any other agency's rating.
Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of 17 Table of Contents acetate tow.
We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of acetate tow.
This region's growth may continue to slow, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted. In addition, we have significant operations and financial relationships based in Europe.
This region's growth may not be as anticipated, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted. In addition, we have significant operations and financial relationships based in Europe.
In addition, enforcement of environmental or other governmental policy may result in plant shut 23 Table of Contents downs or significantly decreased production, such as in China on high pollution days.
In addition, enforcement of environmental or other governmental policy may result in plant shut downs or significantly decreased production, such as in China on high pollution days.
Although we have standard contracting policies and controls, we may not always be able to contractually limit our exposure to third party claims should our failure to perform result in downstream supply disruptions or product recalls.
Although we have standard contracting policies and 22 Table of Contents controls, we may not always be able to contractually limit our exposure to third party claims should our failure to perform result in downstream supply disruptions or product recalls.
However, we believe that future legislative and regulatory developments related to climate change are likely, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs. 25 Table of Contents Our aspirations, goals, and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.
However, we believe that future legislative and regulatory developments related to climate change are likely, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs. Our aspirations and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.
The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. Additionally, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets.
The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. In addition, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets, such as our completed divestiture of the Micromax ® business.
Although we believe we have a good working relationship with our employees globally and their legal representatives, a strike, work stoppage, or slowdown by our employees, including in connection with renegotiation of labor contracts from time to time, could occur, resulting in a disruption of our operations or higher ongoing labor costs.
Although we believe we have a good working relationship with our employees globally and their legal representatives, a strike, work stoppage, or slowdown by our employees, including in connection with renegotiation of labor contracts from time to time, could occur, resulting in a disruption of our operations or higher ongoing labor costs. Item 1B. Unresolved Staff Comments None.
These initiatives, which 19 Table of Contents may be limited or offset by, among other things, contractual obligations, may not be completed or beneficial or the estimated cost savings from such activities may not be realized.
These initiatives, which may be limited or offset by, among other things, contractual obligations, may not be completed or beneficial or the estimated cost savings from such activities may not be realized.
Moreover, changes in laws or regulations, including the more aggressive enforcement of such laws and regulations, such as unexpected changes in regulatory requirements (including trade compliance requirements), or changes in reporting requirements of the U.S., Canadian, Mexican, German, EU or Asian governmental agencies, could increase the cost of doing business in these regions.
Moreover, changes in laws or regulations, including the more aggressive enforcement of such laws and regulations, such as unexpected changes in regulatory requirements (including trade compliance requirements), or changes in reporting requirements of the U.S., Canadian, Mexican, German, EU or Asian governmental agencies, could increase the cost of doing business in these regions or delay or restrict our collection of accounts receivable.
The occurrence of any of these events may adversely affect our cash flow, profitability and financial condition. We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility and engage in other divestitures that introduce significant risks and uncertainties.
The occurrence of any of these events may adversely affect our cash flow, profitability and financial condition. 19 Table of Contents We may incur significant charges or experience other significant risks and uncertainties in the event we close or divest all or part of a manufacturing plant or facility or engage in other divestitures.
In the event Celanese U.S. and/or Celanese do not receive distributions from our subsidiaries, Celanese U.S. and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreements, the Indentures, the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, or our other indebtedness. Item 1B. Unresolved Staff Comments None.
In the event Celanese U.S. and/or Celanese do not receive distributions from our subsidiaries, Celanese U.S. and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreements, the Indentures, the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, or our other indebtedness.
We have recognized goodwill and indefinite-lived intangible asset impairment losses and may be required to recognize goodwill and indefinite-lived intangible asset impairment losses in the future. At December 31, 2024, the Company has $5.4 billion of goodwill and $1.5 billion of indefinite-lived intangible assets recorded on its balance sheet.
We have recognized goodwill and indefinite-lived intangible asset impairment losses and may be required to recognize goodwill and indefinite-lived intangible asset impairment losses in the future. As of December 31, 2025, the Company has $4.2 billion of goodwill and $1.2 billion of indefinite-lived intangible assets recorded on its balance sheet.
Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition.
Such actions involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition.
Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings.
We have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings to support our deleveraging efforts.
Because of the significance of our goodwill and indefinite-lived intangible assets, any future impairment of these assets could require material noncash impairment losses, which also could be material to our statements of operations. During the three months ended December 31, 2024, we recognized a non-cash goodwill impairment loss of $1.5 billion in our Engineered Materials segment.
Because of the significance of our goodwill and indefinite-lived intangible assets, any future impairment of these assets could require material noncash impairment losses, which also could be material to our statements of operations. During the year ended December 31, 2025, we recognized a noncash goodwill impairment loss of $1.1 billion in our Engineered Materials segment.
Risks Related to Our Indebtedness Our indebtedness and interest expense, could adversely affect us, decrease our business flexibility, diminish our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, adversely affect our credit ratings, and limit our ability to react to changes in the economy or the chemicals industry.
Risks Related to Our Indebtedness Our indebtedness and interest expense, could adversely affect us, our business flexibility, our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, our credit ratings (which may in turn increase our interest expense), and our ability to react to changes in the economy or the chemicals industry.
Physical impacts that could be associated with climate change, such as increased frequency and severity of hurricanes and floods and impact on sea levels, may also impact our facilities and operations and those of our key suppliers.
Physical impacts that could be associated with climate change, such as increased frequency and severity of fires, droughts, hurricanes, floods and other weather events and impacts on sea levels, as well as other catastrophic events, may also impact our facilities and operations and those of our key suppliers.
See N ote 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. 21 Table of Contents The insurance coverage that we maintain may not fully cover all operational risks.
See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. The insurance coverage that we maintain may not fully cover all operational risks.
Additionally, we recognized aggregate non-cash impairment losses of $117 million for the year ended December 31, 2024 related to certain trade names, primarily Zytel ® , included in the Engineered Materials segment. See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.
In addition, we recognized noncash impairment losses of $346 million for the year ended December 31, 2025 related to certain trade names, primarily Zytel ® , included in the Engineered Materials segment. See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.
In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, on November 4, 2024, we announced our intent to reduce our quarterly dividend by approximately 95 percent beginning in the first quarter of 2025.
In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025.
The Credit Agreements contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries.
The Credit Agreements require the maintenance of certain financial ratios and contain other covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; increase dividends, repurchase our Common Stock or make other restricted payments; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries.
We purchase significant amounts of ethylene, methanol, carbon monoxide and natural gas from third parties primarily for use in our production of basic chemicals in our intermediate chemistry business, principally acetic acid, VAM and formaldehyde.
We are exposed to volatility in the prices of our raw materials and energy. We purchase significant amounts of ethylene, methanol, carbon monoxide and natural gas from third parties primarily for use in our production of basic chemicals in our intermediate chemistry business, principally acetic acid, VAM and formaldehyde.
If one of our products fails to perform in a manner consistent with applicable quality specifications, a customer could seek replacement of the product or damages for costs incurred as a result of the product failing to perform as specified.
In the event that one of our products fails to perform in a manner consistent with applicable quality specifications, customers have previously sought and a customer could in the future seek replacement of the product or damages for costs incurred as a result of the product failing to perform as specified.
The increasingly complex global tax environment and related legislative developments could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition. 26 Table of Contents For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more.
For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more.
Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products. Such a decrease in demand would likely have an adverse impact on our business and results of operations.
Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.
Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt. There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders.
There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders.
If our sustainability practices do not meet regulator, investor or other stakeholder expectations and standards, which continue to evolve and may be conflicting, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, which could in turn adversely impact our business and results of operations.
If our sustainability practices do not meet regulator, investor or other stakeholder expectations and 24 Table of Contents standards, which continue to evolve and may be conflicting, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, or we could become the target of litigation, investigations or other proceedings initiated by government authorities or private actors, which could in turn adversely impact our business and results of operations.
The Receivables Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC's, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell assets; pay dividends, repurchase our Common Stock or make other restricted payments; make investments; prepay or modify certain indebtedness; or engage in other businesses.
The Indentures contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, leaseback, convey or otherwise dispose of certain or all or substantially all of the Issuer's assets or the assets of certain subsidiaries. 27 Table of Contents The Receivables Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC's, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell assets; pay dividends, repurchase our Common Stock or make other restricted payments; make investments; prepay or modify certain indebtedness; or engage in other businesses.
We are subject to risks associated with the volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results. We are exposed to volatility in the prices of our raw materials and energy.
If our guidance varies from actual results, the market value of our common stock could decline significantly. We are subject to risks associated with the volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results.
Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S. As of December 31, 2024, we had 12,163 employees globally. Approximately 13% of our 4,085 U.S.-based employees are unionized.
Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S. As of December 31, 2025, we had 11,434 employees globally. Approximately 14% of our 3,763 U.S.-based employees are unionized.
Our success depends on our ability to attract and retain key personnel including our management team. The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations.
The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations.
The cost of our pension plans is incurred over long periods of time and involves many uncertainties during those periods of time. Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations.
Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations.
We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The closure of our facility in Mechelen, Belgium, resulted in charges during fiscal 2024 and is expected to result in charges through fiscal 2028.
We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The intended closure of our facility in Lanaken, Belgium is expected to result in charges, including employee termination costs, of $140 million through 2027.
There can be no assurance that future events or conditions may not result in additional impairments in our engineered materials reporting unit or impairment to any of our other reporting units' goodwill or to any of our indefinite-lived intangible or long-lived assets.
There can be no assurance that future events or conditions may not result in additional impairment losses in our engineered materials reporting unit or impairment losses to any of our other reporting units' goodwill or to any of our indefinite-lived intangible or long-lived assets. Failure to develop new products, product applications, and production technologies may harm our competitive position.
Like many companies, we have experienced in the last couple of years and continue to experience an increasingly competitive hiring environment for skilled employees at our manufacturing and other sites, which in some cases has increased, or may in the future increase, the cost of retaining or hiring talented employees, particularly in technical manufacturing roles critical to our success.
Like many companies, we have experienced in the last couple of years and continue to experience an increasingly competitive hiring environment for skilled employees at our manufacturing and other sites, which in some cases has increased, or may in the future increase, the cost of retaining or hiring talented employees, particularly in technical manufacturing roles critical to our success. 28 Table of Contents In addition, we rely on our senior management team specifically, therefore our future success depends in part on our ability to retain those members of senior management and to identify and develop talent to succeed senior management.
In December 2024, the EPA issued its final risk evaluation of certain uses of 24 Table of Contents formaldehyde under the TSCA. We anticipate that, consistent with the TSCA, the EPA will develop a draft risk management plan that is expected to be released for public comment in approximately 12 months.
In December 2024, the EPA issued its final risk evaluation of certain uses of formaldehyde under the TSCA. In December 2025, the EPA released an Updated Draft Risk Calculation Memorandum for Formaldehyde for public comment. EPA anticipates that it will develop a draft risk management plan that is expected to be released by early summer 2026 for public comment.
Failure to develop new products and production technologies, or to implement productivity and cost reduction initiatives successfully, may harm our competitive position. Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies.
Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies.
For example, the EPA, SEC, and European Commission have promulgated or proposed extensive rules concerning reporting of GHG emissions. The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, which is leading to additional statutory and regulatory requirements.
The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, including an interim goal of 90% reduction by 2040, which is leading to additional statutory and regulatory requirements.
We may experience difficulties or delays achieving the intended benefits from acquiring the M&M Business. In November 2022, we completed the acquisition of the M&M Business of DuPont. Since closing, we have actively worked, and continue to actively work, to integrate the M&M Business and its systems into our own and improve the performance of the M&M Business.
Since closing, we have actively worked, and continue to actively work, to integrate the M&M Business and its systems into our own and improve the performance of the M&M Business.
We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.
Revolving Credit Facility has no outstanding borrowings. We may not be able to generate sufficient cash, through normal operations, productivity and cost reduction initiatives, or otherwise, to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.
It is possible the outcomes from these examinations or audits will have a material adverse effect on our financial condition and operating results in future periods. Risks Related to Our Human Capital Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.
It is possible the outcomes from these examinations or audits will have a material adverse effect on our financial condition and operating results in future periods.
We were unable to reach an agreement with the relevant tax authorities and therefore these audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority, and in the third quarter of 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit.
We were unable to reach an agreement with the relevant tax authorities and therefore these audits continued on a separate jurisdictional basis.
It is also possible that profitability would be adversely affected if we were required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier. 18 Table of Contents Risks Related to Our Global Operations and Our Strategy Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands.
It is also possible that profitability would be adversely affected if we were required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier.
The hiring and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful implementation of our strategies. Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost.
Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost. The cost of our pension plans is incurred over long periods of time and involves many uncertainties during those periods of time.
Our operations are also subject to global political conditions, which may be subject to heightened uncertainty as a result of changes in governmental administration in the jurisdictions in which we operate and elsewhere.
Our operations are also subject to global political conditions, which may be subject to heightened uncertainty.
If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize in the amounts or on the timing we expect, or if we are not as successful as we plan at aligning our and the M&M Business's practices and operations, then our business, financial performance and operating results could be adversely affected.
The benefits of the M&M Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. 17 Table of Contents If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize then our business, financial performance and operating results could be adversely affected.
These operating and other risks can cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties.
In addition, we may have limited control over operations at our facilities owned and/or operated by third parties or such operations may not be fully integrated into our safety programs. 18 Table of Contents These operating and other risks have previously caused and could in the future cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties.
We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters. Greenhouse gas ("GHG") emissions have become the subject of significant international, national, regional, state and local attention.
Such a decrease in demand would likely have an adverse impact on our business and results of operations. 23 Table of Contents We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters.
These risks include, among other things, pipeline and storage tank leaks and ruptures, explosions and fires and discharges or releases of toxic or hazardous substances. In addition, we may have limited control over operations at our facilities owned and/or operated by third parties or such operations may not be fully integrated into our safety programs.
These risks include, among other things, pipeline and storage tank leaks and ruptures, explosions and fires and discharges or releases of toxic or hazardous substances.
For example, in July 2020 we announced that we had reached a final settlement of $92 million with respect to a competition law investigation by the European Commission based on certain past ethylene purchases by certain subsidiaries of the Company.
For example, in July 2020 we settled a European Commission competition law investigation involving certain of our subsidiaries and three other companies related to certain past ethylene purchases.

… 34 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+2 added−14 removed22 unchanged
Biggest changeThe estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2025 from a change in the indicated assumptions are as follows: Change in Rate Impact on Net Periodic Benefit Cost Impact on Projected Benefit Obligations (In $ millions) U.S.
Biggest changeSee Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information. 49 Table of Contents The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2026 from a change in the indicated assumptions are as follows: Change in Rate Impact on Net Periodic Benefit Cost Impact on Projected Benefit Obligations (In $ millions) U.S.
See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information. 49 Table of Contents • Recoverability of Long-Lived Assets Recoverability of Goodwill and Indefinite-Lived Intangible Assets We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.
See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information. 48 Table of Contents • Recoverability of Long-Lived Assets Recoverability of Goodwill and Indefinite-Lived Intangible Assets We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.
Pension Benefits Decrease in the discount rate 0.5 % (1) 55 Decrease in the long-term expected rate of return on plan assets 0.5 % 3 N/A ______________________________ (1) Excludes nonqualified pension plans. • Income Taxes We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed.
Pension Benefits Decrease in the discount rate 0.5 % (1) 49 Decrease in the long-term expected rate of return on plan assets 0.5 % 3 N/A ______________________________ (1) Excludes nonqualified pension plans. • Income Taxes We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed.
Tax rates consider the operating structure of the Company and tax rates in jurisdictions in which the indefinite-lived intangible assets operate. Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant.
Tax rates consider the operating structure of the Company and jurisdictions in which the entity with the rights to the indefinite-lived intangible assets operate. Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant.
In addition, the 51 Table of Contents positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
In addition, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.
Pension Benefits Decrease in the discount rate 0.5 % (5) 74 Decrease in the long-term expected rate of return on plan assets (1) 0.5 % 9 N/A Non-U.S.
Pension Benefits Decrease in the discount rate 0.5 % (7) 72 Decrease in the long-term expected rate of return on plan assets (1) 0.5 % 9 N/A Non-U.S.
We estimate that a 10% change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings for the year ended December 31, 2024 by $26 million and $55 million, respectively.
We estimate that a 10% 50 Table of Contents change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings for the year ended December 31, 2025 by $34 million and $35 million, respectively.
Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.
Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook.
Critical Accounting Policies and Estimates Our consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of consolidated financial statements in conformity with U.S.
We continue to identify and implement actions to improve earnings, accelerate deleveraging, and create long-term shareholder value. Critical Accounting Policies and Estimates Our consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of consolidated financial statements in conformity with U.S.
Removed
Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information.
Added
Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information. Business Environment During the three months ended December 31, 2025, we continued to experience demand challenges in key end-markets like automotive, paints, coatings, and construction due to continued weakness in global macroeconomic conditions. Demand during this time was further impacted by greater than anticipated western hemisphere seasonality.
Removed
Business Environment During the three months ended December 31, 2024, we experienced a sustained decrease in our share price, following downward revisions in forecast earnings and our announcement to reduce our quarterly dividend by approximately 95% beginning in the first quarter of 2025 to redeploy cash toward debt reduction, and a challenging demand environment.
Added
Tax rates consider the operating structure of the reporting unit and jurisdictions in which the reporting unit operates. A terminal value rate is applied to the final year of the projected periods to reflect continued stable, perpetual growth.
Removed
We faced extended weakness in the macroeconomic environment, with downturns in the Western Hemisphere automotive and industrial end-markets, impacting our Engineering Materials segment, as well as persistent demand weakness in paints, coatings, and construction, impacting our Acetyl Chain segment, which deepened general demand softness.
Removed
We are committed to taking actions that are expected to improve our earnings, accelerate deleveraging, and increase shareholder returns in this challenging, and any, environment. We also intend to continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain.
Removed
During the three months ended September 30, 2024, the Company completed its annual goodwill impairment test. The results of the test indicated the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets.
Removed
Although no impairment of the engineered materials reporting unit was identified during the nine months ended September 30, 2024, the estimated fair value exceeded its carrying value by less than 10% as of September 30, 2024. During the three months ended December 31, 2024, the Company experienced a significant and sustained decrease in the Company's share price.
Removed
Further, due to extended weakness in the macroeconomic environment, specifically the auto and industrial end-markets, which deepened general demand softness during the three months ended December 31, 2024, thereby impacting pricing and volume, the Company updated its engineered materials reporting unit forecast model for the 2025 fiscal year which showed additional deterioration in the projected financial results for the 2025 fiscal year compared to the analyses prepared during the three months ended September 30, 2024.
Removed
While the long-term projections beyond 2025 include recovery, the lower projections in 2025 do have an impact on the forecast model beyond 2025 by applying forecasted growth rates to a lower anticipated 2025 base revenue. The updated 2025 projections continue to reflect industry wide challenges including demand softness across the majority of end uses resulting in lower pricing.
Removed
Based on the sustained decrease in the share price and the downward revisions to projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired. As a result, the Company performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024.
Removed
The results of the test determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value primarily due to the downward adjustments 50 Table of Contents in the forecast model, as well as an increase in the discount rate.
Removed
As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in the Engineered Materials segment. As of December 31, 2024, the engineered materials reporting unit had goodwill of $5.0 billion.
Removed
In connection with the Company's annual indefinite-lived intangible assets impairment test during the three months ended September 30, 2024, the Company recorded a non-cash impairment loss of $34 million to impair the net book value of certain trade names, primarily Zytel ® , included in the Engineered Materials segment.
Removed
Additionally, in conjunction with the goodwill impairment test in the three months ended December 31, 2024, the Company performed an interim impairment test of the indefinite-lived intangible assets assigned to the engineered materials reporting unit and determined certain trade names were impaired.
Removed
As a result, the Company recorded a non-cash impairment loss of $83 million to impair the net book value of certain trade names, primarily Zytel ® , included in the Engineered Materials segment.

Other CE 10-K year-over-year comparisons