UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the quarterly period ended | |||||
| September 30, 2026 | |||||
| Or | |||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Commission File Number: 001-32410
 | ||
CELANESE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 98-0420726 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039-5421
(Address of Principal Executive Offices and zip code)
(972) 443-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, par value $0.0001 per share | CE | The New York Stock Exchange | ||||||
| 2.125% Senior Notes due 2027 | CE /27 | The New York Stock Exchange | ||||||
| 0.625% Senior Notes due 2028 | CE /28 | The New York Stock Exchange | ||||||
| 5.337% Senior Notes due 2029 | CE /29A | The New York Stock Exchange | ||||||
| 5.000% Senior Notes due 2031 | CE /31 | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of outstanding shares of the registrant's Common Stock, $0.0001 par value, as of October 30, 2026 was 109,752,752.
CELANESE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended September 30, 2026
TABLE OF CONTENTS
| Page | ||||||||
2
Item 1. Financial Statements
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In $ millions, except share and per share data) | |||||||||||||||||||||||
| Net sales | 2,556 | 2,419 | 7,645 | 7,340 | |||||||||||||||||||
| Cost of sales | (2,017) | (1,898) | (6,020) | (5,811) | |||||||||||||||||||
| Gross profit | 539 | 521 | 1,625 | 1,529 | |||||||||||||||||||
| Selling, general and administrative expenses | (248) | (231) | (725) | (676) | |||||||||||||||||||
| Amortization of intangible assets | (40) | (42) | (119) | (124) | |||||||||||||||||||
| Research and development expenses | (29) | (31) | (86) | (93) | |||||||||||||||||||
| Other (charges) gains, net | (32) | (1,491) | (83) | (1,542) | |||||||||||||||||||
| Foreign exchange gain (loss), net | 12 | 2 | 34 | 29 | |||||||||||||||||||
| Gain (loss) on disposition of businesses and assets, net | (4) | (3) | 42 | (2) | |||||||||||||||||||
| Operating profit (loss) | 198 | (1,275) | 688 | (879) | |||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 9 | 39 | 55 | 90 | |||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 5 | 2 | 15 | 5 | |||||||||||||||||||
| Interest expense | (175) | (177) | (544) | (524) | |||||||||||||||||||
| Refinancing expense | — | — | — | (32) | |||||||||||||||||||
| Interest income | 6 | 7 | 25 | 18 | |||||||||||||||||||
| Dividend income - equity investments | 44 | 40 | 88 | 82 | |||||||||||||||||||
| Other income (expense), net | 6 | 4 | (10) | 7 | |||||||||||||||||||
| Earnings (loss) from continuing operations before tax | 93 | (1,360) | 317 | (1,233) | |||||||||||||||||||
| Income tax (provision) benefit | (14) | 7 | (58) | 75 | |||||||||||||||||||
| Earnings (loss) from continuing operations | 79 | (1,353) | 259 | (1,158) | |||||||||||||||||||
| Earnings (loss) from operation of discontinued operations | (2) | — | (5) | (16) | |||||||||||||||||||
| Income tax (provision) benefit from discontinued operations | 1 | — | 1 | 1 | |||||||||||||||||||
| Earnings (loss) from discontinued operations | (1) | — | (4) | (15) | |||||||||||||||||||
| Net earnings (loss) | 78 | (1,353) | 255 | (1,173) | |||||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interests | (4) | (4) | (12) | (11) | |||||||||||||||||||
| Net earnings (loss) attributable to Celanese Corporation | 74 | (1,357) | 243 | (1,184) | |||||||||||||||||||
| Amounts attributable to Celanese Corporation | |||||||||||||||||||||||
| Earnings (loss) from continuing operations | 75 | (1,357) | 247 | (1,169) | |||||||||||||||||||
| Earnings (loss) from discontinued operations | (1) | — | (4) | (15) | |||||||||||||||||||
| Net earnings (loss) | 74 | (1,357) | 243 | (1,184) | |||||||||||||||||||
| Earnings (loss) per common share - basic | |||||||||||||||||||||||
| Continuing operations | 0.68 | (12.39) | 2.25 | (10.68) | |||||||||||||||||||
| Discontinued operations | (0.01) | — | (0.04) | (0.13) | |||||||||||||||||||
| Net earnings (loss) - basic | 0.67 | (12.39) | 2.21 | (10.81) | |||||||||||||||||||
| Earnings (loss) per common share - diluted | |||||||||||||||||||||||
| Continuing operations | 0.68 | (12.39) | 2.24 | (10.68) | |||||||||||||||||||
| Discontinued operations | (0.01) | — | (0.03) | (0.13) | |||||||||||||||||||
| Net earnings (loss) - diluted | 0.67 | (12.39) | 2.21 | (10.81) | |||||||||||||||||||
| Weighted average shares - basic | 109,820,213 | 109,565,996 | 109,753,986 | 109,504,912 | |||||||||||||||||||
| Weighted average shares - diluted | 110,200,834 | 109,565,996 | 110,132,694 | 109,504,912 | |||||||||||||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
3
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| Net earnings (loss) | 78 | (1,353) | 255 | (1,173) | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | (26) | 26 | (68) | (48) | |||||||||||||||||||
| Gain (loss) on derivative hedges | (2) | 29 | (21) | 49 | |||||||||||||||||||
| Pension and postretirement benefits | — | — | (1) | — | |||||||||||||||||||
| Total other comprehensive income (loss), net of tax | (28) | 55 | (90) | 1 | |||||||||||||||||||
| Total comprehensive income (loss), net of tax | 50 | (1,298) | 165 | (1,172) | |||||||||||||||||||
Comprehensive (income) loss attributable to noncontrolling interests | (6) | (5) | (18) | (13) | |||||||||||||||||||
Comprehensive income (loss) attributable to Celanese Corporation | 44 | (1,303) | 147 | (1,185) | |||||||||||||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
4
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions, except share data) | |||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | 1,362 | 1,263 | |||||||||
| Trade receivables - third party and affiliates | 960 | 922 | |||||||||
| Non-trade receivables, net | 624 | 545 | |||||||||
| Inventories | 2,286 | 2,220 | |||||||||
| Assets held for sale | — | 492 | |||||||||
| Other assets | 258 | 251 | |||||||||
| Total current assets | 5,490 | 5,693 | |||||||||
| Investments in affiliates | 1,267 | 1,252 | |||||||||
| Property, plant and equipment, net | 4,715 | 5,076 | |||||||||
| Operating lease right-of-use assets | 426 | 359 | |||||||||
| Deferred income taxes | 1,279 | 1,359 | |||||||||
| Other assets | 571 | 601 | |||||||||
| Goodwill | 4,150 | 4,171 | |||||||||
| Intangible assets, net | 3,036 | 3,184 | |||||||||
| Total assets | 20,934 | 21,695 | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 1,414 | 1,204 | |||||||||
| Trade payables - third party and affiliates | 1,315 | 1,279 | |||||||||
| Liabilities held for sale | — | 75 | |||||||||
| Other liabilities | 1,479 | 1,049 | |||||||||
| Income taxes payable | 142 | 76 | |||||||||
| Total current liabilities | 4,350 | 3,683 | |||||||||
| Long-term debt, net of unamortized deferred financing costs | 10,131 | 11,394 | |||||||||
| Deferred income taxes | 369 | 512 | |||||||||
| Uncertain tax positions | 222 | 208 | |||||||||
| Benefit obligations | 312 | 344 | |||||||||
| Operating lease liabilities | 329 | 265 | |||||||||
| Other liabilities | 586 | 817 | |||||||||
| Commitments and Contingencies | |||||||||||
| Shareholders' Equity | |||||||||||
Common stock, $0.0001 par value, 400,000,000 shares authorized (2026: 171,039,486 issued and 2025: 170,918,221 issued) | — | — | |||||||||
| Treasury stock, at cost | (5,480) | (5,482) | |||||||||
| Additional paid-in capital | 459 | 431 | |||||||||
| Retained earnings | 10,109 | 9,876 | |||||||||
| Accumulated other comprehensive income (loss), net | (872) | (776) | |||||||||
| Total Celanese Corporation shareholders' equity | 4,216 | 4,049 | |||||||||
| Noncontrolling interests | 419 | 423 | |||||||||
| Total equity | 4,635 | 4,472 | |||||||||
| Total liabilities and equity | 20,934 | 21,695 | |||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
5
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||
| (In $ millions, except share data) | |||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Balance as of the beginning of the period | 109,748,805 | — | 109,501,876 | — | |||||||||||||||||||
| Stock option exercises | — | — | — | — | |||||||||||||||||||
| Stock awards | 3,382 | — | 2,479 | — | |||||||||||||||||||
| Balance as of the end of the period | 109,752,187 | — | 109,504,355 | — | |||||||||||||||||||
| Treasury Stock | |||||||||||||||||||||||
| Balance as of the beginning of the period | 61,287,299 | (5,480) | 61,412,585 | (5,483) | |||||||||||||||||||
| Issuance of treasury stock under stock plans | — | — | — | — | |||||||||||||||||||
| Balance as of the end of the period | 61,287,299 | (5,480) | 61,412,585 | (5,483) | |||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Balance as of the beginning of the period | 450 | 419 | |||||||||||||||||||||
| Stock-based compensation, net of tax | 9 | 6 | |||||||||||||||||||||
| Balance as of the end of the period | 459 | 425 | |||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance as of the beginning of the period | 10,039 | 11,221 | |||||||||||||||||||||
| Net earnings (loss) attributable to Celanese Corporation | 74 | (1,357) | |||||||||||||||||||||
| Common stock dividends | (4) | (3) | |||||||||||||||||||||
| Balance as of the end of the period | 10,109 | 9,861 | |||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss), Net | |||||||||||||||||||||||
| Balance as of the beginning of the period | (842) | (903) | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (30) | 54 | |||||||||||||||||||||
| Balance as of the end of the period | (872) | (849) | |||||||||||||||||||||
| Total Celanese Corporation shareholders' equity | 4,216 | 3,954 | |||||||||||||||||||||
| Noncontrolling Interests | |||||||||||||||||||||||
| Balance as of the beginning of the period | 421 | 428 | |||||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | 4 | 4 | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 2 | 1 | |||||||||||||||||||||
| Distributions/dividends to noncontrolling interests | (8) | (8) | |||||||||||||||||||||
| Balance as of the end of the period | 419 | 425 | |||||||||||||||||||||
| Total equity | 4,635 | 4,379 | |||||||||||||||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
6
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||
| (In $ millions, except share data) | |||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Balance as of the beginning of the period | 109,570,157 | — | 109,327,556 | — | |||||||||||||||||||
| Stock option exercises | 5,506 | — | — | — | |||||||||||||||||||
| Stock awards | 176,524 | — | 176,799 | — | |||||||||||||||||||
| Balance as of the end of the period | 109,752,187 | — | 109,504,355 | — | |||||||||||||||||||
| Treasury Stock | |||||||||||||||||||||||
| Balance as of the beginning of the period | 61,348,064 | (5,482) | 61,499,640 | (5,486) | |||||||||||||||||||
| Issuance of treasury stock under stock plans | (60,765) | 2 | (87,055) | 3 | |||||||||||||||||||
| Balance as of the end of the period | 61,287,299 | (5,480) | 61,412,585 | (5,483) | |||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Balance as of the beginning of the period | 431 | 409 | |||||||||||||||||||||
| Stock-based compensation, net of tax | 28 | 16 | |||||||||||||||||||||
| Balance as of the end of the period | 459 | 425 | |||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance as of the beginning of the period | 9,876 | 11,054 | |||||||||||||||||||||
| Net earnings (loss) attributable to Celanese Corporation | 243 | (1,184) | |||||||||||||||||||||
| Common stock dividends | (10) | (9) | |||||||||||||||||||||
| Balance as of the end of the period | 10,109 | 9,861 | |||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss), Net | |||||||||||||||||||||||
| Balance as of the beginning of the period | (776) | (848) | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (96) | (1) | |||||||||||||||||||||
| Balance as of the end of the period | (872) | (849) | |||||||||||||||||||||
| Total Celanese Corporation shareholders' equity | 4,216 | 3,954 | |||||||||||||||||||||
| Noncontrolling Interests | |||||||||||||||||||||||
| Balance as of the beginning of the period | 423 | 434 | |||||||||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests | 12 | 11 | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 6 | 2 | |||||||||||||||||||||
| Distributions/dividends to noncontrolling interests | (22) | (22) | |||||||||||||||||||||
| Balance as of the end of the period | 419 | 425 | |||||||||||||||||||||
| Total equity | 4,635 | 4,379 | |||||||||||||||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
7
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Operating Activities | |||||||||||
| Net earnings (loss) | 255 | (1,173) | |||||||||
| Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities | |||||||||||
| Asset impairments | — | 1,486 | |||||||||
| Depreciation, amortization and accretion | 673 | 585 | |||||||||
| Pension and postretirement net periodic benefit cost | (7) | 5 | |||||||||
| Pension and postretirement contributions | (39) | (38) | |||||||||
| Deferred income taxes, net | (128) | (118) | |||||||||
| (Gain) loss on disposition of businesses and assets, net | (43) | 3 | |||||||||
| Stock-based compensation | 26 | 19 | |||||||||
| Undistributed earnings in unconsolidated affiliates | 14 | 3 | |||||||||
| Other, net | 6 | 40 | |||||||||
| Operating cash provided by (used in) discontinued operations | (14) | 6 | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Trade receivables - third party and affiliates, net | (64) | 96 | |||||||||
| Inventories | (75) | 158 | |||||||||
| Other assets | (11) | 131 | |||||||||
| Trade payables - third party and affiliates | 50 | 3 | |||||||||
| Other liabilities | 180 | (312) | |||||||||
| Net cash provided by (used in) operating activities | 823 | 894 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures on property, plant and equipment | (197) | (259) | |||||||||
| Proceeds from sale of businesses and assets, net | 500 | 7 | |||||||||
| Other, net | (7) | 7 | |||||||||
| Net cash provided by (used in) investing activities | 296 | (245) | |||||||||
| Financing Activities | |||||||||||
| Net change in short-term borrowings with maturities of 3 months or less | 11 | 3 | |||||||||
| Proceeds from short-term borrowings | 29 | 606 | |||||||||
| Repayments of short-term borrowings | (43) | (555) | |||||||||
| Proceeds from long-term debt | 96 | 2,926 | |||||||||
| Repayments of long-term debt | (1,089) | (3,060) | |||||||||
| Common stock dividends | (10) | (9) | |||||||||
Distributions/dividends to noncontrolling interests | (22) | (22) | |||||||||
| Other, net | (1) | (78) | |||||||||
| Net cash provided by (used in) financing activities | (1,029) | (189) | |||||||||
| Exchange rate effects on cash and cash equivalents | 9 | 18 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 99 | 478 | |||||||||
| Cash and cash equivalents as of beginning of period | 1,263 | 962 | |||||||||
| Cash and cash equivalents as of end of period | 1,362 | 1,440 | |||||||||
See the accompanying notes to the unaudited interim consolidated financial statements.
8
CELANESE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Basis of Presentation
Description of the Company
Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles.
Definitions
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
Basis of Presentation
The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.
In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2025, filed on February 24, 2026 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the entire year.
In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as noncontrolling interests.
Estimates and Assumptions
The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.
9
2. Recent Accounting Pronouncements
The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by the SEC:
| Standard/Final Rule | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters | |||||||||||||||||
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). | The new guidance is intended to improve the accounting for and disclosure of environmental credits and environmental credit obligations by providing recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. | Effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. | The Company is currently evaluating the impact of the adoption on its financial statements and related disclosures. | |||||||||||||||||
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. | The new guidance clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. The new guidance (i) specifies the form and content choices for interim financial statements and accompanying notes; (ii) adds a comprehensive list of required interim disclosures from numerous Codification Topics to Topic 270; and (iii) introduces a disclosure principle that requires disclosure of events since the end of the previous annual reporting period that materially affect the entity. | Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. | The Company is currently evaluating the impact of the adoption on its financial statement disclosures. | |||||||||||||||||
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE") and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date. | The new guidance requires the disclosure of additional information about certain costs and expenses on an annual and interim basis in the notes to financial statements. Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, an entity is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S. GAAP. In addition, an entity is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires an entity to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. | Effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. | The Company is currently evaluating the impact of the adoption and expects that the adoption of the guidance will result in expanded financial statement disclosures related to expenses included within the Company's consolidated statement of operations. | |||||||||||||||||
10
3. Acquisitions, Dispositions and Plant Closures
Dispositions
•Nutrinova Joint Venture
On August 31, 2026, the Company announced the signing of a definitive agreement with Mitsui & Co., Ltd. ("Mitsui"), to sell 19% of the Company's interest in Nutrinova Netherlands B.V. ("Nutrinova"), the Company's food ingredients joint venture, to Mitsui in a transaction with total cash proceeds of approximately $152 million (the "Nutrinova transaction"), subject to customary transaction adjustments. The Nutrinova transaction allows the Company to retain an 11% interest in the joint venture and is expected to close in the fourth quarter of 2026, subject to customary closing conditions.
•Micromax
On February 2, 2026, the Company completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $493 million, subject to customary transaction adjustments, resulting in a gain of $50 million included in Gain (loss) on disposition of businesses and assets, net in the unaudited interim consolidated statements of operations. The divestiture did not represent a strategic shift in the Company's future operations and financial results. The Micromax® business is included in the Engineered Materials segment and was classified as held for sale in the unaudited consolidated balance sheet as of December 31, 2025.
Plant Closures
•Lanaken, Belgium
Exit and shutdown costs related to plant closures are as follows:
| Nine Months Ended September 30, 2026 | |||||
| (In $ millions) | |||||
Lanaken, Belgium(1) | |||||
| 41 | |||||
Accelerated depreciation expense(2) | 53 | ||||
| Total | 94 | ||||
______________________________
(1)In October 2025, the Company announced the intended closure of its facility in Lanaken, Belgium to streamline the Company's production costs across its global network. This operation is included in the Company's Acetyl Chain segment. The Company fully ceased all manufacturing operations during the three months ended September 30, 2026.
The Company expects to incur additional exit and shutdown costs related to the closure of its facility in Lanaken, Belgium of approximately $15 million, including employee termination costs, through 2027.
(2)Included in Cost of sales in the unaudited interim consolidated statements of operations.
4. Inventories
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Finished goods | 1,666 | 1,644 | |||||||||
| Work-in-process | 82 | 89 | |||||||||
| Raw materials and supplies | 538 | 487 | |||||||||
| Total | 2,286 | 2,220 | |||||||||
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5. Goodwill and Intangible Assets, Net
Goodwill
| Engineered Materials | Acetyl Chain | Total | |||||||||||||||
| (In $ millions) | |||||||||||||||||
As of December 31, 2025(1) | 3,782 | 389 | 4,171 | ||||||||||||||
Transfer(2) | 2 | — | 2 | ||||||||||||||
| Exchange rate changes | (16) | (7) | (23) | ||||||||||||||
As of September 30, 2026(1) | 3,768 | 382 | 4,150 | ||||||||||||||
______________________________
(1)Includes accumulated impairment losses of $2.7 billion in the Engineered Materials segment.
The Company assesses the recoverability of the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its 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.
During the three months ended September 30, 2026 and September 30, 2025, the Company completed qualitative evaluations of its reporting units, with the exception of the engineered materials reporting unit, which was tested quantitatively. The Company concluded that it was more likely than not that the fair value of the reporting units evaluated qualitatively exceeded such units' carrying amount.
The results of the quantitative test performed during the three months ended September 30, 2026 of the engineered materials reporting unit determined that the estimated fair value of the engineered materials reporting unit exceeded its carrying amount by approximately 8%.
The results of the quantitative test performed during the three months ended September 30, 2025 of the engineered materials reporting unit determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value. As such, the Company recorded a non-cash goodwill impairment loss of approximately $1.0 billion in Other (charges) gains, net (Note 18) within the Engineered Materials segment during the three months ended September 30, 2025. Although the projected cash flows of the engineered materials reporting unit had not declined from the projections used in the December 31, 2024 quantitative analysis, the impairment loss was primarily driven by a decline in the Company's market capitalization as a result of a decrease in the stock price as of the testing date which led to a 275 basis point increase in the discount rate used in the model.
The Company recorded an additional non-cash goodwill impairment loss of $98 million in Other (charges) gains, net (Note 18) within the Engineered Materials segment during the three months ended September 30, 2025, due to the impact on the engineered materials reporting unit of classifying the Micromax® portfolio of products as held for sale as of September 30, 2025 (Note 3).
The quantitative evaluations of the engineered materials reporting unit utilized an equal weighting of the income approach based on a discounted cash flow valuation model of the reporting unit and market approach using the guideline public company method. The Company applied equal weighting as both methods were determined to be equally relevant and reliable indicators of the reporting unit's fair value. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. The discount rates used were based on the rates estimated by the weighted average cost of capital ("WACC") considering relevant peer companies and adjusting for company-specific risk factors. The revenue growth rates and cash flow projections were based on historical trends, macroeconomic trends in the industries and territories in which the reporting units operate, expected market segment growth rates and other internal and external sources, which methodology aligns with the Company's internal financial planning and analysis forecasting process. The tax rates considered the operating structure of the reporting unit and jurisdictions in which the reporting unit operates. A terminal value rate was applied to the final year of the projected periods to reflect continued stable, perpetual growth and is based on long-term inflation forecasts, industry growth and long-term economic growth potential. The market approach estimated the fair value using valuation multiples of comparable companies operating in similar industries.
12
While the Company believes the estimates and assumptions used in the impairment tests were reasonable, the Company's estimates and assumptions are inherently uncertain and change over time based on operating results, market conditions and other factors. These changes could materially affect key assumptions made in future quantitative tests, including discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates and could negatively impact the results of future impairment testing for each of the Company's reporting units and result in the recognition of impairment losses. Such losses could be material to the statements of operations and balance sheets in the period(s) recorded.
Intangible Assets, Net
Finite-lived intangible assets are as follows:
| Licenses | Customer- Related Intangible Assets | Developed Technology | Covenants Not to Compete and Other | Total | |||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||
| Gross Asset Value | |||||||||||||||||||||||||||||
| As of December 31, 2025 | 41 | 2,431 | 563 | 54 | 3,089 | ||||||||||||||||||||||||
| Exchange rate changes | 2 | (19) | (7) | — | (24) | ||||||||||||||||||||||||
| As of September 30, 2026 | 43 | 2,412 | 556 | 54 | 3,065 | ||||||||||||||||||||||||
| Accumulated Amortization | |||||||||||||||||||||||||||||
| As of December 31, 2025 | (39) | (887) | (170) | (44) | (1,140) | ||||||||||||||||||||||||
| Amortization | — | (88) | (30) | (1) | (119) | ||||||||||||||||||||||||
| Exchange rate changes | (1) | 14 | 2 | — | 15 | ||||||||||||||||||||||||
| As of September 30, 2026 | (40) | (961) | (198) | (45) | (1,244) | ||||||||||||||||||||||||
| Net book value | 3 | 1,451 | 358 | 9 | 1,821 | ||||||||||||||||||||||||
Indefinite-lived intangible assets are as follows:
| Trademarks and Trade Names | |||||
| (In $ millions) | |||||
| As of December 31, 2025 | 1,235 | ||||
| Exchange rate changes | (20) | ||||
| As of September 30, 2026 | 1,215 | ||||
The Company assesses the recoverability of the carrying amount of its indefinite-lived intangible assets either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.
During the three months ended September 30, 2026 and September 30, 2025, the Company qualitatively determined that the fair value of each indefinite-lived intangible asset more likely than not exceeded its carrying amount, with the exception of those assigned to the engineered materials reporting unit.
The results of the quantitative tests of all indefinite-lived intangible assets assigned to the engineered material reporting unit performed during the three months ended September 30, 2026 determined that the estimated fair values of certain indefinite-lived intangible assets, primarily the Zytel® trade name, exceeded their carrying amounts by a range of 1% to 6%. As of September 30, 2026, the combined carrying amount of those indefinite-lived intangible assets was $910 million. The estimated fair values of the remaining indefinite-lived intangible assets subject to quantitative assessment exceeded their carrying amounts by a substantial margin.
13
The results of the quantitative tests of all indefinite-lived intangible assets assigned to the engineered material reporting unit performed during the three months ended September 30, 2025 determined that the carrying amount of certain of the Company's trade names, primarily Zytel®, exceeded their fair value. The Company recorded a non-cash impairment loss of $346 million in Other (charges) gains, net (Note 18) during the three months ended September 30, 2025. The impairment of these trade names was primarily driven by a decline in the Company's market capitalization as a result of a decrease in the stock price as of the testing date which led to an increase in the discount rates used in the models.
Indefinite-lived intangible assets assigned to the engineered materials reporting unit were tested quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. The key assumptions used in this model include discount rates, royalty rates, revenue growth rates and sales projections, tax rates and terminal value rates. The discount rates were based on the rates estimated by the Company's weighted average return on assets which considers the WACC and risks specific to the indefinite-lived intangible assets. Royalty rates were based on market transactional data and the most recent third party valuations which are periodically substantiated by third-party valuation consultants. The revenue growth rates and sales projections were based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate, expected industry and product growth rates and other internal and external sources, which methodology aligns with the Company's internal financial planning and analysis process. The tax rates considered the operating structure of the Company and tax rates and jurisdictions in which the entity that owns the indefinite-lived intangible assets operates. A terminal value rate was applied to the final year of the projected period to reflect continued stable, perpetual growth and is based on long-term inflation forecast, industry and product growth and long-term economic growth potential.
While the Company believes the estimates and assumptions used in the impairment tests were reasonable, the estimates and assumptions are inherently uncertain and change over time based on operating results, market conditions and other factors. These changes could materially affect key assumptions made in future quantitative tests, including discount rates, royalty rates, revenue growth rates and sales projections, tax rates and terminal value rates and could negatively impact the results of future impairment testing for each of the Company's indefinite-lived intangible assets and result in the recognition of impairment losses. Such losses could be material to the statements of operations and balance sheets in the period(s) recorded.
During the nine months ended September 30, 2026, the Company did not renew or extend any intangible assets.
Estimated amortization expense for the succeeding five fiscal years is as follows:
| (In $ millions) | |||||
| 2027 | 158 | ||||
| 2028 | 157 | ||||
| 2029 | 152 | ||||
| 2030 | 149 | ||||
| 2031 | 148 | ||||
6. Current Other Liabilities
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| 26 | 26 | ||||||||||
| Customer rebates | 129 | 110 | |||||||||
| 333 | 102 | ||||||||||
| 238 | 197 | ||||||||||
| Investment in affiliates | 136 | 105 | |||||||||
| Operating leases | 70 | 71 | |||||||||
| 84 | 31 | ||||||||||
| Salaries and benefits | 186 | 147 | |||||||||
| Sales and use tax/foreign withholding tax payable | 129 | 113 | |||||||||
| Other | 148 | 147 | |||||||||
| Total | 1,479 | 1,049 | |||||||||
14
7. Debt
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates | |||||||||||
| Current installments of long-term debt | 1,324 | 1,114 | |||||||||
Short-term borrowings, including amounts due to affiliates(1) | 90 | 47 | |||||||||
Revolving credit facilities(2) | — | 43 | |||||||||
| Total | 1,414 | 1,204 | |||||||||
______________________________
(1)The weighted average interest rate was 2.2% and 2.2% as of September 30, 2026 and December 31, 2025, respectively.
(2)The weighted average interest rate was 0.0% and 3.1% as of September 30, 2026 and December 31, 2025, respectively.
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Long-Term Debt | |||||||||||
Senior unsecured notes due 2026, interest rate of 1.400% | — | 400 | |||||||||
Senior unsecured notes due 2026, interest rate of 5.277%(1) | — | 526 | |||||||||
Senior unsecured notes due 2027, interest rate of 2.125% | 568 | 587 | |||||||||
Senior unsecured notes due 2027, interest rate of 7.165%(1) | 554 | 554 | |||||||||
Senior unsecured notes due 2028, interest rate of 0.625% | 568 | 587 | |||||||||
Senior unsecured notes due 2028, interest rate of 7.350%(1) | 746 | 746 | |||||||||
Senior unsecured notes due 2029, interest rate of 6.337%(1) | 568 | 588 | |||||||||
Senior unsecured notes due 2029, interest rate of 7.330%(1) | 750 | 750 | |||||||||
Senior unsecured notes due 2030, interest rate of 6.500% | 700 | 700 | |||||||||
Senior unsecured notes due 2030, interest rate of 7.550%(1) | 999 | 999 | |||||||||
Senior unsecured notes due 2031, interest rate of 7.000% | 600 | 600 | |||||||||
Senior unsecured notes due 2031, interest rate of 5.000% | 852 | 881 | |||||||||
Senior unsecured notes due 2032, interest rate of 7.379%(1) | 1,000 | 1,000 | |||||||||
Senior unsecured notes due 2033, interest rate of 7.700%(1) | 1,000 | 1,000 | |||||||||
Senior unsecured notes due 2033, interest rate of 6.750% | 1,100 | 1,100 | |||||||||
Senior unsecured notes due 2034, interest rate of 7.375% | 800 | 800 | |||||||||
Pollution control and industrial revenue bonds due at various dates through 2030(2) | 85 | 85 | |||||||||
Bank loans due at various dates through 2031(3) | 538 | 582 | |||||||||
Obligations under finance leases due at various dates through 2054 | 117 | 129 | |||||||||
| Subtotal | 11,545 | 12,614 | |||||||||
Unamortized deferred financing costs(4) | (90) | (106) | |||||||||
| Current installments of long-term debt | (1,324) | (1,114) | |||||||||
| Total | 10,131 | 11,394 | |||||||||
______________________________
(1)In February 2025, Moody's Ratings downgraded the Company's credit rating, which had the effect of increasing interest rates by 25 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.
In November 2025, S&P Global Ratings and Moody's Ratings downgraded the Company's credit rating, which together had 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.
15
(2)Interest rates range from 4.1% to 4.3%.
(3)The weighted average interest rate was 2.4% and 2.4% as of September 30, 2026 and December 31, 2025, respectively.
(4)Related to the Company's long-term debt, excluding obligations under finance leases.
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. 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.
In August 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. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030. The margin for borrowings under the U.S. 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 is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").
Certain of the Company's subsidiaries in China (Celanese (Shanghai) International Trading Co., Ltd ("CSIT") and Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities") as follows:
| Subsidiary | Loan Origination Date | Maturity | Borrowing Capacity | Interest Rate | As of September 30, 2026 | |||||||||||||||||||||||||||||||||
| (In CNY millions) | (In percentages) | (In CNY millions) | (In $ millions) | |||||||||||||||||||||||||||||||||||
| CSIT | January 4, 2023 | January 13, 2026 | 400 | (1) | 2.700 | — | — | |||||||||||||||||||||||||||||||
| CNCC | January 6, 2023 | December 25, 2026 | 800 | (2) | 2.340 | 100 | 15 | |||||||||||||||||||||||||||||||
| CSIT | March 26, 2026 | February 7, 2027 | 100 | (2) | 2.220 | 100 | 15 | |||||||||||||||||||||||||||||||
| CSIT | May 6, 2026 | February 7, 2027 | 100 | (2) | 2.220 | 100 | 15 | |||||||||||||||||||||||||||||||
| CNCC | July 18, 2025 | June 17, 2027 | 200 | (2) | 2.340 | 160 | 24 | |||||||||||||||||||||||||||||||
| CNCC | June 28, 2024 | June 28, 2027 | 800 | (2) | 2.340 | 640 | 95 | |||||||||||||||||||||||||||||||
| CNCC | January 15, 2025 | December 21, 2027 | 500 | (3) | 2.440 | 425 | 63 | |||||||||||||||||||||||||||||||
| CNCC | March 6, 2025 | March 6, 2028 | 750 | (2) | 2.340 | 638 | 95 | |||||||||||||||||||||||||||||||
| CNCC | November 1, 2024 | June 9, 2028 | 1,000 | (2) | 2.350 | 690 | 103 | |||||||||||||||||||||||||||||||
| CNCC | October 20, 2025 | July 3, 2028 | 300 | (2) | 2.340 | 270 | 40 | |||||||||||||||||||||||||||||||
| CNCC | October 20, 2025 | October 20, 2028 | 300 | (2) | 2.340 | 285 | 43 | |||||||||||||||||||||||||||||||
| CNCC | March 10, 2026 | March 11, 2031 | 600 | (4) | 2.410 | 248 | 37 | |||||||||||||||||||||||||||||||
| CNCC | March 26, 2026 | April 15, 2031 | 950 | (4) | 2.410 | 100 | 15 | |||||||||||||||||||||||||||||||
| Total | 3,756 | 560 | ||||||||||||||||||||||||||||||||||||
______________________________
(1)Revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility"), which bears interest at a fixed rate. The CSIT Revolving Credit Facility was fully repaid on January 13, 2026.
(2)Senior unsecured working capital loan bearing interest at certain floating interest rates.
(3)Senior unsecured working capital loan bearing interest at a fixed interest rate.
(4)Senior unsecured term loan credit agreement bearing interest at certain floating interest rates.
In April 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 September 30, 2026.
16
On September 16, 2026, CNCC entered into a CNY1.0 billion working capital loan expiring three years from the drawdown date. No draws were initiated as of September 30, 2026.
The Company expects the China Credit Facilities will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.
The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows:
| As of September 30, 2026 | |||||
| (In $ millions) | |||||
| U.S. Revolving Credit Facility | |||||
| Borrowings outstanding | — | ||||
| Available for borrowing | 1,750 | ||||
China Revolving Credit Facilities | |||||
| Borrowings outstanding | — | ||||
| Available for borrowing | 75 | ||||
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.
In March 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").
In addition, in March 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers"). The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness and (iii) to pay related fees and expenses.
Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the nine months ended September 30, 2025.
In December 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering").
In addition, in December 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers"). The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay other outstanding indebtedness and (iii) pay related fees and expenses.
On June 25, 2026, Celanese U.S. redeemed all of its outstanding 4.777% unsecured senior notes due 2026 ("4.777% Notes") at a redemption price of 100% of the face amount for a total principal payment of $508 million plus accrued interest of $25 million. Cash on hand was used to fund the redemption.
On August 5, 2026, Celanese U.S. repaid in full all of its outstanding 1.400% unsecured senior notes due on August 5, 2026 ("1.400% Notes") for a total principal payment of $400 million plus accrued interest of $3 million. Cash on hand was used to fund the repayment.
17
Accounts Receivable Purchasing Facilities
On May 22, 2026, the Company entered into an amendment to the amended and restated receivables purchase agreement (as so amended, the "U.S. Receivables Purchase Agreement") for its U.S. accounts receivable purchasing facility ("U.S. Receivables Purchase Facility") among certain of the Company's subsidiaries, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "U.S. SPE") and certain global financial institutions ("U.S. Purchasers"). The U.S. Receivables Purchase Agreement extends the term of the U.S. Receivables Purchase Facility such that the U.S. SPE may sell certain receivables until May 22, 2028. Under the U.S. Receivables Purchase Agreement, transfers of accounts receivable from the U.S. SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the accounts receivable to the U.S. SPE. The Company and related subsidiaries have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities, and once sold, such accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at 100% of the face value of the relevant accounts receivable, resulting in derecognition of such accounts receivable from the Company's unaudited consolidated balance sheets.
On July 31, 2026, the Company entered into a receivables purchase and financing agreement (the "European Receivables Purchase and Financing Agreement") and established an accounts receivable purchasing and financing facility (the "European Receivables Purchase and Financing Facility") among certain of the Company's European subsidiaries, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "EU SPE") and certain global financial institutions ("EU Purchasers"). The European Receivables Purchase and Financing Agreement permits the EU SPE to either sell or borrow against certain receivables until July 31, 2028. Under the European Receivables Purchase and Financing Agreement, transfers of accounts receivable from the EU SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to such accounts receivable to the EU SPE. Borrowings against the receivables are not treated as sales and, as a result, are retained on the Company's unaudited consolidated balance sheets. The Company and related subsidiaries have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities, and once sold, such accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. The sales are transacted at 100% of the face value of the relevant accounts receivable, resulting in derecognition of such accounts receivable from the Company's unaudited consolidated balance sheets.
The Company's activity under the accounts receivable purchasing facilities is as follows:
| Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
U.S. Receivables Purchase Facility(1) | |||||||||||
| Accounts receivable de-recognized | 1,142 | 1,471 | |||||||||
| Accounts receivable collected | 1,100 | 1,500 | |||||||||
European Receivables Purchase and Financing Facility(2) | |||||||||||
| Accounts receivable de-recognized | 652 | — | |||||||||
| Accounts receivable collected | 371 | — | |||||||||
______________________________
(1)Unsold U.S. accounts receivable of $104 million were pledged by the U.S. SPE as collateral to the U.S. Purchasers as of September 30, 2026.
(2)Unsold EU accounts receivable of $267 million were pledged by the EU SPE as collateral to the EU Purchasers as of September 30, 2026.
18
Factoring and Discounting Agreements
The Company has factoring agreements in Japan and Singapore with financial institutions to sell 100% and 90% of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell 100% of certain accounts receivable on a limited recourse basis. On August 4, 2026, the Company proceeded to terminate its European factoring agreement. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $529 million and $717 million of accounts receivable under these factoring agreements for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively, and collected $589 million and $724 million of accounts receivable sold under these factoring agreements during the same periods.
The Company has 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. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $65 million and $82 million from the accounts receivable transferred under the Master Discounting Agreements for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
Covenants
The Company's 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.
On July 31, 2026, and during the year ended December 31, 2025, the Company amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.
The Company is in compliance with the covenants in its material financing arrangements as of September 30, 2026. The Company expects to remain in compliance with such covenants over the twelve-month required evaluation period subsequent to the date of this filing based on current market conditions and the Company's current expectation of future results of operations and cash generation. However, should the Company's actual future results of operations and cash generation differ materially from its expectations, it may be required to seek an amendment to or waiver of any impacted covenants, or pursue other mitigation strategies.
8. Benefit Obligations
The components of net periodic benefit cost are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Post-retirement Benefits | Pension Benefits | Post-retirement Benefits | Pension Benefits | Post-retirement Benefits | Pension Benefits | Post-retirement Benefits | ||||||||||||||||||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | 3 | — | 3 | — | 8 | — | 10 | — | |||||||||||||||||||||||||||||||||||||||
| Interest cost | 27 | — | 30 | — | 82 | 1 | 90 | 1 | |||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | (32) | — | (32) | — | (97) | — | (96) | — | |||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost (credit) | — | — | — | — | (1) | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total | (2) | — | 1 | — | (8) | 1 | 4 | 1 | |||||||||||||||||||||||||||||||||||||||
19
Benefit obligation funding is as follows:
| As of September 30, 2026 | Total Expected 2026 | ||||||||||
| (In $ millions) | |||||||||||
| Cash contributions to defined benefit pension plans | 23 | 33 | |||||||||
| Benefit payments to nonqualified pension plans | 13 | 17 | |||||||||
| Benefit payments to other postretirement benefit plans | 3 | 3 | |||||||||
The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
Pension and postretirement benefit plan balances recognized in the unaudited consolidated balance sheets consist of the following:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| Pension Benefits | Post-retirement Benefits | Pension Benefits | Post-retirement Benefits | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| Noncurrent Other assets | 177 | — | 159 | — | |||||||||||||||||||
| Current Other liabilities | (22) | (4) | (22) | (3) | |||||||||||||||||||
| Benefit obligations | (277) | (32) | (307) | (32) | |||||||||||||||||||
| Net amount recognized | (122) | (36) | (170) | (35) | |||||||||||||||||||
9. Environmental
The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.
The components of environmental remediation liabilities, included in , are as follows:
20
Remediation
Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 14). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period.
U.S. Superfund Sites
In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.
As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.
One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Study Area. The Company and approximately 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the LPRSA and the Newark Bay Study Area.
In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million.
The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several liability, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273 (MCA) (LDW) (U.S. District Court New Jersey) (the "2018 OCC Lawsuit"), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 2018 OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs.
21
Separately, the United States lodged a consent decree in U.S. District Court for the District of New Jersey in December 2022 (the "Consent Decree") that resolves the Company's liability (and that of more than 80 other settling defendants) to the EPA for costs to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site in exchange for a collective payment of $150 million, United States v. Alden Leeds, Inc., No. 2:22-7326 (MCA) (LDW) (U.S. District Court New Jersey) ("Consent Decree Action"). The Consent Decree also provides the Company protection from contribution claims by others for costs incurred to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site. The Company's proposed payment toward the $150 million collective settlement payment is not material to the Company's results of operations, cash flows or financial position.
In March 2023, the U.S. District Court for the District of New Jersey entered an order staying and administratively terminating the 2018 OCC Lawsuit, pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. Also, in March 2023, OCC filed a new lawsuit against 40 parties, including a subsidiary of the Company, seeking to recover costs for remedial design work the EPA has ordered OCC to undertake for a portion of the LPRSA at an estimated cost of $93 million, Occidental Chemical Corporation v. Givaudan Fragrances Corporation, No. 2:23-cv-1699 (U.S. District Court New Jersey) (the "2023 OCC Lawsuit"). Like the earlier lawsuit, the 2023 OCC Lawsuit concerns the facility Essex County, New Jersey purchased and for which Essex County, New Jersey has agreed to defend and indemnify the Company. This new lawsuit does not change the Company's estimated liability for LPRSA cleanup costs.
Like the earlier lawsuit, the 2023 OCC lawsuit also was stayed pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. On December 18, 2024, the U.S. District Court for the District of New Jersey granted the United States' motion to enter the Consent Decree in the Consent Decree Action. OCC and Nokia of America Corporation have appealed the District Court's decision entering the Consent Decree to the U.S. Court of Appeals for the Third Circuit. The briefing on appeal has been completed. No oral argument date has been set.
In the interim, the Company continues to vigorously defend these matters and continues to believe that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, previously estimated at less than 1%, will not be material.
Other Environmental Matters
In April 2022, a methanol leak on a pipeline to the Company's Bishop, Texas facility was discovered. The release has been contained, the leak has been repaired and the pipeline has resumed operation. The Company promptly disclosed the incident to state and federal authorities, including the Texas Commission on Environmental Quality and the EPA, and remediation activities are now completed. While the Company has not received a notice of violation nor been assessed any fines or penalties to date, the Company recorded a reserve in Other current liabilities based on anticipated clean-up costs and possible penalties to state or federal authorities. The Company does not believe that resolution of this matter will have a material impact on its financial condition or results of operations.
10. Shareholders' Equity
Common Stock
The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay its current and anticipated regular quarterly cash dividends is not currently restricted by its existing material financing arrangements and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant.
Beginning in the first quarter of 2025, the Company reduced its quarterly dividend by approximately 95%.
The Company declared a quarterly cash dividend of $0.03 per share on its Common Stock on October 14, 2026, amounting to $3 million. The cash dividend will be paid on November 10, 2026 to holders of record as of October 27, 2026.
22
Treasury Stock
The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
| Total From February 2008 Through September 30, 2026 | |||||
| Shares repurchased | 69,324,429 | ||||
| Average purchase price per share | $ | 83.71 | |||
| Amount spent on repurchased shares (in $ millions) | 5,803 | ||||
Aggregate Board of Directors repurchase authorizations during the period (in $ millions) | 6,866 | ||||
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity.
The Company did not repurchase any Common Stock during the nine months ended September 30, 2026 or 2025.
Other Comprehensive Income (Loss), Net
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Gross Amount | Income Tax (Provision) Benefit | Net Amount | Gross Amount | Income Tax (Provision) Benefit | Net Amount | ||||||||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||||||||
Foreign currency translation gain (loss)(1) | (19) | (7) | (26) | 37 | (11) | 26 | |||||||||||||||||||||||||||||
| Gain (loss) on derivative hedges | (3) | 1 | (2) | 36 | (7) | 29 | |||||||||||||||||||||||||||||
| Pension and postretirement benefits gain (loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Total | (22) | (6) | (28) | 73 | (18) | 55 | |||||||||||||||||||||||||||||
______________________________
(1)Includes gross foreign currency translation adjustments related to noncontrolling interests of $2 million and $1 million for the three months ended September 30, 2026 and 2025, respectively.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Gross Amount | Income Tax (Provision) Benefit | Net Amount | Gross Amount | Income Tax (Provision) Benefit | Net Amount | ||||||||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||||||||
Foreign currency translation gain (loss)(1) | (39) | (29) | (68) | (163) | 115 | (48) | |||||||||||||||||||||||||||||
| Gain (loss) on derivative hedges | (27) | 6 | (21) | 57 | (8) | 49 | |||||||||||||||||||||||||||||
| Pension and postretirement benefits gain (loss) | (1) | — | (1) | — | — | — | |||||||||||||||||||||||||||||
| Total | (67) | (23) | (90) | (106) | 107 | 1 | |||||||||||||||||||||||||||||
______________________________
(1)Includes gross foreign currency translation adjustments related to noncontrolling interests of $6 million and $2 million for the nine months ended September 30, 2026 and 2025, respectively.
23
Adjustments to Accumulated other comprehensive income (loss), net, attributable to Celanese Corporation are as follows:
| Foreign Currency Translation Gain (Loss) | Gain (Loss) on Derivative Hedges | Pension and Postretirement Benefits Gain (Loss) | Accumulated Other Comprehensive Income (Loss), Net | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| As of December 31, 2025 | (805) | 35 | (6) | (776) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (45) | 40 | — | (5) | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | — | (67) | (1) | (68) | |||||||||||||||||||
| Income tax (provision) benefit | (29) | 6 | — | (23) | |||||||||||||||||||
| As of September 30, 2026 | (879) | 14 | (7) | (872) | |||||||||||||||||||
11. Income Taxes
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In percentages) | |||||||||||||||||||||||
| Effective income tax rate | 15 | 1 | 18 | 6 | |||||||||||||||||||
The effective income tax rate for the three and nine months ended September 30, 2026, was higher compared to the same periods in 2025, primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes (Note 5). The rate for the nine months ended September 30, 2025 was also favorably impacted by a deferred tax benefit related to the relocation of certain intangible assets among wholly-owned foreign affiliates as part of the continued integration of global principal operations.
In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. Key provisions of the OBBBA include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (the "TCJA"), impacting the period of cost recovery for capital expenditures, the calculation of allowable business interest expense and the timing of deductions for domestic research and development expenses. The OBBBA also modifies international tax provisions to adjust tax rate increases scheduled for January 2026, the amount of allowable foreign tax credits to offset deemed income inclusions in the U.S. and the required allocation of U.S. expenses such as interest and stewardship to specific categories of international income. Although the Company is still actively evaluating the entire impact of the OBBBA on its operations, it does not currently expect the OBBBA to have a material impact on its effective tax rate and cash taxes.
Due to the 2017 TCJA and the resulting uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on its foreign tax credit carryforwards. The Company is currently evaluating tax planning strategies to enable the use of its foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed.
In December 2021, the Organization for Economic Co-operation and Development ("OECD") issued final Model Rules for Pillars One and Two of its Base Erosion and Profit Shifting ("BEPS") project. In general, Pillar One addresses nexus concerns and the allocation of profits among companies in which a multinational enterprise ("MNE") conducts its business. Pillar Two aims to ensure that all MNEs pay an effective tax rate of no less than 15% on their adjusted net income in each of the jurisdictions in which they have operations. Pillar Two is more impactful to the Company as it allows for assessment even if the individual countries do not enact its minimum tax provisions. In effect, Pillar Two allows any country within which an MNE operates to levy tax upon that MNE to the extent it determines that the MNE is paying less than a 15% effective tax rate on its adjusted net income. The taxes levied may then be allocated among the jurisdictions that conform to the OECD rules.
24
On January 5, 2026, the OECD issued administrative guidance that establishes an exemption from the income inclusion rule and the undertaxed profits rule for MNE groups whose ultimate parent entity is located in a jurisdiction with a qualified side-by-side regime. Upon initial review, the U.S. would appear to qualify because it has a qualified domestic tax system and a qualified worldwide tax system. As a result, U.S. based groups are exempt from the OECD Pillar Two requirements other than for domestic top-up taxes and for certain reporting requirements. The Company will actively monitor the local country implementation of the new administrative guidance to determine the impact of the side-by-side system on its future filing positions.
The Company will continue to monitor the developments and implementation of the OECD BEPS projects. Currently the Company does not meet the requirements for the application of Pillar One. After an initial assessment of the application of the safe harbor provisions on a global basis, the Company determined that there was not a material impact from the local adoption of the OECD Pillar Two proposals in 2026, but is continuing to model the effect of these provisions, as well as the impact of the January 2026 administrative guidance, on its future effective tax rate and cash taxes.
The Company's tax returns for the years 2013 through 2015 have been subject to audit by the tax authorities in the United States, the Netherlands and Germany (collectively, the "Tax Authorities"). The Company and the Tax Authorities did not reach a joint resolution, and the audits proceeded on a jurisdiction by jurisdiction basis.
The Company has concluded settlement discussions with the Dutch and German tax authorities related to transfer pricing matters for the applicable periods. During the first quarter of 2026, the Company reached a resolution with the U.S. Internal Revenue Service (the "IRS") with respect to joint audit matters, as well as certain other transfer pricing issues for subsequent years through 2020. The Company expects to finalize the administrative resolution with the IRS prior to the end of 2026.
In addition, the audit by the U.S. tax authorities for the years 2016 through 2020 is in the data gathering phase and the Company's income tax returns in Mexico are under audit for the years 2018 through 2021.
During the first quarter of 2025, the Company initiated settlement discussions with the German tax authorities regarding certain matters related to the audit for periods after 2007. In the second quarter of 2025, the Company concluded settlement discussions with respect to the 2008 through 2012 tax years.
The Company will record the impacts of any additional audit settlements in income tax expense in the period in which such settlements are finalized. Based on information currently available, the Company does not expect any additional material impacts to the unaudited interim consolidated statements of operations.
The Company is currently subject to an inquiry by the local Chinese taxing authorities in Nantong, Zhuhai and Kunming for the taxable years 2021 through 2026 related to qualification for the beneficial treaty withholding rate of 5% on the Company's dividends from its acetate tow joint ventures received by its wholly-owned Hong Kong affiliate as opposed to the standard 10% withholding rate on dividends. The Company believes that its Hong Kong affiliate has the requisite operational substance and ownership of the dividend funds received and is in full compliance with the beneficial ownership language in the treaty and with previous notices issued by the State Taxation Administration.
As of September 30, 2026, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examinations and inquiries by governmental authorities. However, the outcome of the proceedings cannot be predicted with certainty. If any issues raised by the governmental authorities are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its position, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded.
25
12. Derivative Financial Instruments
Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows:
| Gain (Loss) Recognized in Other Comprehensive Income (Loss) | Gain (Loss) Recognized in Earnings (Loss) | ||||||||||||||||||||||||||||
| Three Months Ended September 30, | Statement of Operations Classification | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||
| Designated as Cash Flow Hedges | |||||||||||||||||||||||||||||
| Commodity swaps | (3) | 5 | — | 1 | |||||||||||||||||||||||||
| Interest rate swaps | — | — | (2) | (2) | |||||||||||||||||||||||||
| Total | (3) | 5 | (2) | (1) | |||||||||||||||||||||||||
| Designated as Fair Value Hedges | |||||||||||||||||||||||||||||
Cross-currency swaps(1) | (20) | 63 | (16) | 33 | |||||||||||||||||||||||||
Designated as Net Investment Hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | 1 | (7) | — | — | N/A | ||||||||||||||||||||||||
Cross-currency swaps(2) | (50) | 39 | — | — | N/A | ||||||||||||||||||||||||
| Total | (49) | 32 | — | — | |||||||||||||||||||||||||
| Not Designated as Hedges | |||||||||||||||||||||||||||||
| Foreign currency forwards | — | — | 26 | (12) | |||||||||||||||||||||||||
______________________________
(1)In March 2025, in conjunction with the March 2025 Offering (Note 7), the Company entered into cross-currency swaps to effectively convert $400 million of certain senior unsecured notes due April 15, 2030 into Japanese yen-denominated borrowings at prevailing yen interest rates, maturing on April 15, 2030. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary.
(2)On June 10, 2026, the Company entered into a cross-currency swap to effectively convert $250 million of U.S. dollar-denominated borrowings into Chinese yuan-denominated borrowings at prevailing interest rates, maturing on May 15, 2027. The swap qualifies and has been designated as a net investment hedge of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries.
26
| Gain (Loss) Recognized in Other Comprehensive Income (Loss) | Gain (Loss) Recognized in Earnings (Loss) | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Statement of Operations Classification | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||||||||
| Designated as Cash Flow Hedges | |||||||||||||||||||||||||||||
| Commodity swaps | (9) | 12 | 4 | 2 | Cost of sales | ||||||||||||||||||||||||
| Interest rate swaps | — | — | (5) | (5) | Interest expense | ||||||||||||||||||||||||
| Total | (9) | 12 | (1) | (3) | |||||||||||||||||||||||||
| Designated as Fair Value Hedges | |||||||||||||||||||||||||||||
Cross-currency swaps(1) | 46 | (84) | 68 | (126) | Foreign exchange gain (loss), net | ||||||||||||||||||||||||
| Designated as Net Investment Hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | 24 | (290) | — | — | N/A | ||||||||||||||||||||||||
Cross-currency swaps(2) | (56) | (348) | — | — | N/A | ||||||||||||||||||||||||
| Total | (32) | (638) | — | — | |||||||||||||||||||||||||
| Not Designated as Hedges | |||||||||||||||||||||||||||||
| Foreign currency forwards | — | — | 32 | 33 | Foreign exchange gain (loss), net; Other income (expense), net | ||||||||||||||||||||||||
______________________________
(1)In March 2025, in conjunction with the March 2025 Offering (Note 7), the Company entered into cross-currency swaps to effectively convert $400 million of certain senior unsecured notes due April 15, 2030 into Japanese yen-denominated borrowings at prevailing yen interest rates, maturing on April 15, 2030. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese yen-denominated subsidiary.
(2)On June 10, 2026, the Company entered into a cross-currency swap to effectively convert $250 million of U.S. dollar-denominated borrowings into Chinese yuan-denominated borrowings at prevailing interest rates, maturing on May 15, 2027. The swap qualifies and has been designated as a net investment hedge of the Company's foreign currency exchange rate exposure on the net investment of certain of its Chinese yuan-denominated subsidiaries.
See Note 13 for additional information regarding the fair value of the Company's derivative instruments.
Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.
27
Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Gross amount recognized | 243 | 291 | |||||||||
| Gross amount offset in the consolidated balance sheets | — | — | |||||||||
| Net amount presented in the consolidated balance sheets | 243 | 291 | |||||||||
| Gross amount not offset in the consolidated balance sheets | 21 | 28 | |||||||||
| Net amount | 222 | 263 | |||||||||
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| Gross amount recognized | 707 | 706 | |||||||||
| Gross amount offset in the consolidated balance sheets | — | — | |||||||||
| Net amount presented in the consolidated balance sheets | 707 | 706 | |||||||||
| Gross amount not offset in the consolidated balance sheets | 21 | 28 | |||||||||
| Net amount | 686 | 678 | |||||||||
28
13. Fair Value Measurements
The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:
Derivative financial instruments include interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps and are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy.
| Fair Value Measurement | ||||||||||||||||||||
| Significant Other Observable Inputs (Level 2) | ||||||||||||||||||||
| Other assets | Other liabilities | |||||||||||||||||||
| Notional Amount | Current | Noncurrent | Current | Noncurrent | ||||||||||||||||
| (In millions) | (In $ millions) | |||||||||||||||||||
| As of September 30, 2026 | ||||||||||||||||||||
| Derivatives Designated as Cash Flow Hedges | ||||||||||||||||||||
| Commodity swaps | $ | 56 | 3 | 33 | 1 | — | ||||||||||||||
Derivatives Designated as Fair Value Hedges | ||||||||||||||||||||
| Cross-currency swaps | € | 909 | 30 | — | 21 | 51 | ||||||||||||||
Cross-currency swaps(1) | ¥ | 132,242 | 42 | 56 | 8 | — | ||||||||||||||
| Derivatives Designated as Net Investment Hedges | ||||||||||||||||||||
| Cross-currency swaps and foreign currency denominated debt | € | 3,204 | 34 | — | 265 | 79 | ||||||||||||||
Cross-currency swaps(2) | ¥ | 8,962 | 34 | — | 25 | 244 | ||||||||||||||
| Derivatives Not Designated as Hedges | ||||||||||||||||||||
| Foreign currency forwards | $ | 1,527 | 11 | — | 13 | — | ||||||||||||||
| Total | 154 | 89 | 333 | 374 | ||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||
| Derivatives Designated as Cash Flow Hedges | ||||||||||||||||||||
| Commodity swaps | $ | 46 | 4 | 44 | — | — | ||||||||||||||
Derivatives Designated as Fair Value Hedges | ||||||||||||||||||||
| Cross-currency swaps | € | 909 | 14 | — | 8 | 86 | ||||||||||||||
Cross-currency swaps(1) | ¥ | 132,242 | 42 | 76 | 7 | — | ||||||||||||||
| Derivatives Designated as Net Investment Hedges | ||||||||||||||||||||
| Cross-currency swaps and foreign currency denominated debt | € | 4,899 | 82 | — | 65 | 429 | ||||||||||||||
Cross-currency swaps(2) | ¥ | 7,268 | 17 | — | 6 | 89 | ||||||||||||||
| Derivatives Not Designated as Hedges | ||||||||||||||||||||
| Foreign currency forwards | $ | 2,184 | 12 | — | 16 | — | ||||||||||||||
| Total | 171 | 120 | 102 | 604 | ||||||||||||||||
______________________________
(1)Notional amount denominated in Japanese yen.
(2)Notional amount denominated in Chinese yuan.
29
Carrying values and fair values of financial instruments that are not carried at fair value are as follows:
| Fair Value Measurement | |||||||||||||||||||||||
| Carrying Amount | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| As of September 30, 2026 | |||||||||||||||||||||||
Equity investments without readily determinable fair values | 170 | — | — | — | |||||||||||||||||||
| Insurance contracts in nonqualified trusts | 18 | 18 | — | 18 | |||||||||||||||||||
Long-term debt, including current installments of long-term debt | 11,545 | 11,481 | 117 | 11,598 | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
Equity investments without readily determinable fair values | 170 | — | — | — | |||||||||||||||||||
| Insurance contracts in nonqualified trusts | 18 | 19 | — | 19 | |||||||||||||||||||
| Long-term debt, including current installments of long-term debt | 12,614 | 12,592 | 129 | 12,721 | |||||||||||||||||||
In general, the equity investments included in the table above are not publicly traded and their fair values are not readily determinable. The Company believes the carrying values approximate fair value. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under finance leases, which are included in long-term debt in the unaudited consolidated balance sheets, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement.
As of September 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, receivables, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt.
14. Commitments and Contingencies
Commitments
Guarantees
The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations.
The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following:
•Demerger Obligations
In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") (Note 9).
30
The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of September 30, 2026 are $133 million. Though the Company is significantly under its obligation cap under Category B, most of the divestiture agreements have become time barred and/or any notified environmental damage claims have been partially settled.
The Company has also undertaken in the demerger agreement to indemnify Hoechst and its legal successors for (i) 33.33% of any and all Category A liabilities that result from Hoechst being held as the responsible party pursuant to public law or current or future environmental law or by third parties pursuant to private or public law related to contamination and (ii) liabilities that Hoechst is required to discharge, including tax liabilities, which are associated with businesses that were included in the demerger but were not demerged due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time limitations. The Company has not been requested by Hoechst to make any payments in connection with this indemnification. Accordingly, the Company has not made any payments to Hoechst and its legal successors.
Based on the Company's evaluation of currently available information, including the lack of requests for indemnification, the Company cannot estimate the remaining demerger obligations, if any, in excess of amounts accrued.
•Divestiture Obligations
The Company and its predecessor companies agreed to indemnify third-party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to significant risk (Note 9).
The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the indemnity or guarantee obligations contain monetary and/or time limitations, which time limitations extend through 2037. The aggregate amount of known and quantified obligations containing such limitations is $102 million as of September 30, 2026.
Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the remaining divestiture obligations, if any, in excess of amounts accrued.
Purchase Obligations
In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. In addition, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements.
Unconditional purchase obligations are expected to be paid through 2042 as follows:
| As of September 30, 2026 | |||||
| (In $ millions) | |||||
| 2026 | 135 | ||||
| 2027 | 426 | ||||
| 2028 | 286 | ||||
| 2029 | 271 | ||||
| 2030 | 247 | ||||
| Thereafter | 1,306 | ||||
| Total | 2,671 | ||||
31
Contingencies
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust or 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. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to the Company's results of operations, cash flows or financial position.
As previously reported, in July 2020, the Company settled a European Commission competition law investigation involving certain of its subsidiaries and three other companies related to certain past ethylene purchases. Shell Chemicals Europe ("Shell"), certain Repsol entities ("Repsol") represented by Stichting Ethylene Claims (the "Stichting"), TotalEnergies, OMV, Borealis, LyondellBasell, and certain Versalis entities represented by the Stichting have each filed separate claims for damages with the District Court of Amsterdam against four companies, including the Company, arising from those activities. Hearings have been held in certain of these matters. On July 30, 2026, the Court published rulings in the Shell and Repsol matters finding the claimants' damages claims not plausible and dismissing in their entirety all claims against the Company and the three other companies. BASF, Dow, ExxonMobil, BP, MOL Group and Braskem have filed similar claims against the Company in the Court of Munich, Germany, and Dow filed a second claim against the Company and others in the Court of Dortmund, Germany. To date, 14 claims have been filed against the Company and other ethylene purchasers since 2023; however, two of these claims have been dismissed, as detailed above. On October 27, 2026, both Shell and Repsol filed individual notices of appeal of the judgments, which the Company will strongly defend against. It remains possible that new or existing claimants may assert additional claims or seek additional damages associated with the 2020 European Commission settlement. The Company expects additional hearings will take place and briefings will be filed in 2026. At this time, the Company cannot estimate but continues to assess any potential impact of these matters. The Company aggressively disputes these claims and intends to vigorously defend itself against them.
32
15. Segment Information
| Engineered Materials | Acetyl Chain | Other Activities | Total | Engineered Materials | Acetyl Chain | Other Activities | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions) | (In $ millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales from external customers | 1,368 | 1,188 | — | 2,556 | 1,384 | 1,035 | — | 2,419 | |||||||||||||||||||||||||||||||||||||||||||||
| Intersegment Net sales | — | 21 | — | 21 | (1) | — | 26 | — | 26 | (1) | |||||||||||||||||||||||||||||||||||||||||||
| 1,368 | 1,209 | — | 2,577 | 1,384 | 1,061 | — | 2,445 | ||||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net sales | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of intersegment Net sales | (21) | (26) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total consolidated Net sales | 2,556 | 2,419 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | (1,044) | (999) | (2) | 5 | (1,052) | (876) | (2) | 4 | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (92) | (36) | (120) | (105) | (38) | (88) | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | (39) | (1) | — | (42) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development expenses | (18) | (11) | — | (20) | (11) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| (10) | (20) | (2) | (1,490) | — | (1) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on disposition of business and assets, net | (4) | (1) | 1 | (2) | (1) | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items(3) | — | — | 12 | — | — | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | 161 | 141 | (104) | 198 | (1,327) | 135 | (83) | (1,275) | |||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Operating profit (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 9 | 39 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 5 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (175) | (4) | (177) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Refinancing expense | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 6 | (4) | 7 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend income - equity investments | 44 | 40 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | 6 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations before tax | 93 | (1,360) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 113 | 83 | 14 | 210 | 118 | 63 | 13 | 194 | |||||||||||||||||||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 3 | 3 | 3 | 9 | 33 | 3 | 3 | 39 | |||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | 41 | 33 | 1 | 75 | (5) | 35 | 32 | 6 | 73 | (5) | |||||||||||||||||||||||||||||||||||||||||||
______________________________
(1)Intersegment sales primarily relate to the sale of certain Acetyl Chain segment products to the Engineered Materials segment.
(2)Excludes elimination of intersegment Cost of sales of $21 million and $26 million for the three months ended September 30, 2026 and 2025, respectively, related to the sale of certain Acetyl Chain segment products to the Engineered Materials segment.
(3)Includes Foreign exchange gain (loss), net.
(4)All interest income and expense is attributable to the Company's Other Activities segment.
(5)Includes an increase in accrued capital expenditures of $6 million and $9 million for the three months ended September 30, 2026 and 2025, respectively.
33
| Engineered Materials | Acetyl Chain | Other Activities | Total | Engineered Materials | Acetyl Chain | Other Activities | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions) | (In $ millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales from external customers | 4,139 | 3,506 | — | 7,645 | 4,113 | 3,227 | — | 7,340 | |||||||||||||||||||||||||||||||||||||||||||||
| Intersegment Net sales | — | 68 | — | 68 | (1) | — | 65 | — | 65 | (1) | |||||||||||||||||||||||||||||||||||||||||||
| 4,139 | 3,574 | — | 7,713 | 4,113 | 3,292 | — | 7,405 | ||||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net sales | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of intersegment Net sales | (68) | (65) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total consolidated Net sales | 7,645 | 7,340 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | (3,166) | (2,926) | (2) | 4 | (3,163) | (2,716) | (2) | 3 | |||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (281) | (92) | (352) | (313) | (89) | (274) | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | (117) | (2) | — | (123) | (1) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development expenses | (55) | (30) | (1) | (62) | (31) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| (25) | (50) | (8) | (1,521) | (4) | (17) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on disposition of business and assets, net | 43 | (1) | — | — | (2) | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other segment items(3) | — | — | 34 | — | — | 29 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | 538 | 473 | (323) | 688 | (1,069) | 449 | (259) | (879) | |||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Operating profit (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 55 | 90 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 15 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (544) | (4) | (524) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Refinancing expense | — | (32) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | 25 | (4) | 18 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend income - equity investments | 88 | 82 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | (10) | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations before tax | 317 | (1,233) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 364 | 250 | 41 | 655 | 341 | 188 | 35 | 564 | |||||||||||||||||||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 40 | 6 | 9 | 55 | 73 | 8 | 9 | 90 | |||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | 100 | 82 | 4 | 186 | (5) | 120 | 94 | 21 | 235 | (5) | |||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible assets, net | 6,757 | 429 | — | 7,186 | 6,917 | 438 | — | 7,355 | |||||||||||||||||||||||||||||||||||||||||||||
| Total assets | 13,461 | 5,087 | 2,386 | 20,934 | 13,971 | 5,302 | 2,422 | 21,695 | |||||||||||||||||||||||||||||||||||||||||||||
______________________________
(1)Intersegment sales primarily relate to the sale of certain Acetyl Chain segment products to the Engineered Materials segment.
(2)Excludes elimination of intersegment Cost of sales of $68 million and $65 million for the nine months ended September 30, 2026 and 2025, respectively, related to the sale of certain Acetyl Chain segment products to the Engineered Materials segment.
(3)Includes Foreign exchange gain (loss), net.
(4)All interest income and expense is attributable to the Company's Other Activities segment.
(5)Includes a decrease in accrued capital expenditures of $11 million and $24 million for the nine months ended September 30, 2026 and 2025, respectively.
34
16. Revenue Recognition
The Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years.
Remaining performance obligations related to take-or-pay contracts are expected to be recognized as follows:
| As of September 30, 2026 | |||||
| (In $ millions) | |||||
| 2026 | 64 | ||||
| 2027 | 132 | ||||
| 2028 | 95 | ||||
| Thereafter | 26 | ||||
| Total | 317 | ||||
Disaggregated Revenue
In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations.
The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects that are solutions-based and are tailored to each customer's unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications.
The Company manages its Acetyl Chain business segment by leveraging its ability to sell chemicals externally to end-use markets or downstream to its acetate tow, intermediate chemistry, emulsion polymers, redispersible powders and ethylene vinyl acetate polymers businesses. Decisions to sell externally and geographically or downstream and along the Acetyl Chain are based on market demand, trade flows and maximizing the value of its chemicals. Therefore, the Company's strategic focus is on executing within this integrated chain model and less on driving product-specific revenue.
Further disaggregation of Net sales by business segment and geographic destination is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| Engineered Materials | |||||||||||||||||||||||
| North America | 387 | 378 | 1,121 | 1,131 | |||||||||||||||||||
| Europe and Africa | 401 | 404 | 1,304 | 1,210 | |||||||||||||||||||
| Asia-Pacific | 547 | 568 | 1,617 | 1,670 | |||||||||||||||||||
| South America | 33 | 34 | 97 | 102 | |||||||||||||||||||
| Total | 1,368 | 1,384 | 4,139 | 4,113 | |||||||||||||||||||
| Acetyl Chain | |||||||||||||||||||||||
| North America | 403 | 363 | 1,182 | 1,113 | |||||||||||||||||||
| Europe and Africa | 436 | 373 | 1,285 | 1,162 | |||||||||||||||||||
| Asia-Pacific | 316 | 275 | 943 | 876 | |||||||||||||||||||
| South America | 33 | 24 | 96 | 76 | |||||||||||||||||||
Total(1) | 1,188 | 1,035 | 3,506 | 3,227 | |||||||||||||||||||
______________________________
(1)Excludes intersegment sales of $21 million and $26 million for the three months ended September 30, 2026 and 2025, respectively. Excludes intersegment sales of $68 million and $65 million for the nine months ended September 30, 2026 and 2025, respectively.
35
17. Earnings (Loss) Per Share
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In $ millions, except share data) | |||||||||||||||||||||||
| Amounts attributable to Celanese Corporation | |||||||||||||||||||||||
| Earnings (loss) from continuing operations | 75 | (1,357) | 247 | (1,169) | |||||||||||||||||||
| Earnings (loss) from discontinued operations | (1) | — | (4) | (15) | |||||||||||||||||||
| Net earnings (loss) | 74 | (1,357) | 243 | (1,184) | |||||||||||||||||||
| Weighted average shares - basic | 109,820,213 | 109,565,996 | 109,753,986 | 109,504,912 | |||||||||||||||||||
Incremental shares attributable to equity awards(1) | 380,621 | — | 378,708 | — | |||||||||||||||||||
| Weighted average shares - diluted | 110,200,834 | 109,565,996 | 110,132,694 | 109,504,912 | |||||||||||||||||||
______________________________
(1)Excludes anti-dilutive incremental shares attributable to equity awards as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In shares ) | |||||||||||||||||||||||
| Options to purchase shares of Common Stock | 989,102 | 731,008 | 938,906 | 671,183 | |||||||||||||||||||
| Equity award shares | 40,729 | 57,590 | 25,470 | 67,716 | |||||||||||||||||||
In addition, the Company incurred a net loss from continuing operations for the three and nine months ended September 30, 2025, resulting in 231,627 and 222,970, respectively, of incremental shares attributable to equity awards being excluded from the number of weighted average shares - diluted as their effect would be antidilutive.
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18. Other (Charges) Gains, Net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
Restructuring(1) | (30) | (5) | (76) | (56) | |||||||||||||||||||
Asset impairments(2) | — | (1,486) | — | (1,486) | |||||||||||||||||||
| Plant/office closures | (2) | — | (7) | — | |||||||||||||||||||
| Total | (32) | (1,491) | (83) | (1,542) | |||||||||||||||||||
______________________________
(1)Includes employee termination benefits primarily related to the previously announced closures of the Company's facilities in Lanaken, Belgium (Note 3), Ulsan, South Korea and Sakra, Singapore during the three and nine months ended September 30, 2026, and employee termination benefits related to Company-wide business optimization projects during the three and nine months ended September 30, 2026 and 2025.
(2)Primarily related to non-cash impairment losses on goodwill and certain trade names, primarily Zytel® during the three and nine months ended September 30, 2025 (Note 5).
The changes in the restructuring liabilities by business segment are as follows:
| Engineered Materials | Acetyl Chain | Other | Total | ||||||||||||||||||||
| (In $ millions) | |||||||||||||||||||||||
| Employee Termination Benefits | |||||||||||||||||||||||
| As of December 31, 2025 | 14 | 9 | 8 | 31 | |||||||||||||||||||
| Additions | 25 | 43 | 8 | 76 | |||||||||||||||||||
| Cash payments | (21) | (1) | (6) | (28) | |||||||||||||||||||
| Exchange rate changes | — | (1) | — | (1) | |||||||||||||||||||
| As of September 30, 2026 | 18 | 50 | 10 | 78 | |||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2025 filed on February 24, 2026 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2025 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2025 Form 10-K.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
Risk Factors
See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. 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;
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•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;
•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;
•additional impairment of goodwill or intangible assets;
•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;
•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;
•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
•increased price competition and the introduction of competing products by other companies;
•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with 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 Quarterly Report.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date hereof.
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Overview
We are a global chemical and specialty materials company. We are a global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.
Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.
Impact of Tariffs
As we are a global company, tariffs, uncertainty regarding potential future tariffs and their potential effects may impact our business. We continue to analyze the impact of these tariffs and actions we can take to minimize their impact.
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Results of Operations
Financial Highlights
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Statement of Operations Data | |||||||||||||||||||||||||||||||||||
| Net sales | 2,556 | 2,419 | 137 | 7,645 | 7,340 | 305 | |||||||||||||||||||||||||||||
| Gross profit | 539 | 521 | 18 | 1,625 | 1,529 | 96 | |||||||||||||||||||||||||||||
| Selling, general and administrative ("SG&A") expenses | (248) | (231) | (17) | (725) | (676) | (49) | |||||||||||||||||||||||||||||
| Other (charges) gains, net | (32) | (1,491) | 1,459 | (83) | (1,542) | 1,459 | |||||||||||||||||||||||||||||
| Gain (loss) on disposition of businesses and assets, net | (4) | (3) | (1) | 42 | (2) | 44 | |||||||||||||||||||||||||||||
| Operating profit (loss) | 198 | (1,275) | 1,473 | 688 | (879) | 1,567 | |||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 9 | 39 | (30) | 55 | 90 | (35) | |||||||||||||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 5 | 2 | 3 | 15 | 5 | 10 | |||||||||||||||||||||||||||||
| Interest expense | (175) | (177) | 2 | (544) | (524) | (20) | |||||||||||||||||||||||||||||
| Refinancing expense | — | — | — | — | (32) | 32 | |||||||||||||||||||||||||||||
| Interest income | 6 | 7 | (1) | 25 | 18 | 7 | |||||||||||||||||||||||||||||
| Dividend income - equity investments | 44 | 40 | 4 | 88 | 82 | 6 | |||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations before tax | 93 | (1,360) | 1,453 | 317 | (1,233) | 1,550 | |||||||||||||||||||||||||||||
| Earnings (loss) from continuing operations | 79 | (1,353) | 1,432 | 259 | (1,158) | 1,417 | |||||||||||||||||||||||||||||
| Earnings (loss) from discontinued operations | (1) | — | (1) | (4) | (15) | 11 | |||||||||||||||||||||||||||||
| Net earnings (loss) | 78 | (1,353) | 1,431 | 255 | (1,173) | 1,428 | |||||||||||||||||||||||||||||
| Net earnings (loss) attributable to Celanese Corporation | 74 | (1,357) | 1,431 | 243 | (1,184) | 1,427 | |||||||||||||||||||||||||||||
| Other Data | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 210 | 194 | 16 | 655 | 564 | 91 | |||||||||||||||||||||||||||||
| SG&A expenses as a percentage of Net sales | 9.7 | % | 9.5 | % | 9.5 | % | 9.2 | % | |||||||||||||||||||||||||||
Operating margin(1) | 7.7 | % | (52.7) | % | 9.0 | % | (12.0) | % | |||||||||||||||||||||||||||
| Other (charges) gains, net | |||||||||||||||||||||||||||||||||||
Restructuring | (30) | (5) | (25) | (76) | (56) | (20) | |||||||||||||||||||||||||||||
Asset impairments | — | (1,486) | 1,486 | — | (1,486) | 1,486 | |||||||||||||||||||||||||||||
Plant/office closures | (2) | — | (2) | (7) | — | (7) | |||||||||||||||||||||||||||||
Total Other (charges) gains, net | (32) | (1,491) | 1,459 | (83) | (1,542) | 1,459 | |||||||||||||||||||||||||||||
______________________________
(1)Defined as Operating profit (loss) divided by Net sales.
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| (In $ millions) | |||||||||||
| Balance Sheet Data | |||||||||||
| Cash and cash equivalents | 1,362 | 1,263 | |||||||||
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 1,414 | 1,204 | |||||||||
| Long-term debt, net of unamortized deferred financing costs | 10,131 | 11,394 | |||||||||
| Total debt | 11,545 | 12,598 | |||||||||
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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:
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
| Volume | Price | Currency | Total | ||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| (In percentages) | |||||||||||||||||||||||
| Engineered Materials | (6) | 5 | — | (1) | |||||||||||||||||||
| Acetyl Chain | — | 14 | — | 14 | |||||||||||||||||||
| Total Company | (4) | 10 | — | 6 | |||||||||||||||||||
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
| Volume | Price | Currency | Total | ||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||
| (In percentages) | |||||||||||||||||||||||
| Engineered Materials | (4) | 3 | 2 | 1 | |||||||||||||||||||
| Acetyl Chain | (2) | 9 | 2 | 9 | |||||||||||||||||||
| Total Company | (4) | 6 | 2 | 4 | |||||||||||||||||||
Consolidated Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Net sales increased $137 million, or 6%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher pricing in our Acetyl Chain segment, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs; and
•higher pricing in our Engineered Materials segment, primarily due to pricing actions implemented during the nine months ended September 30, 2026, as well as a more favorable product mix;
partially offset by:
•lower volume in our Engineered Materials segment, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information).
Operating profit increased $1.5 billion, or 116%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a favorable impact of $1.5 billion to Other (charges) gains, net in our Engineered Materials segment, primarily related to non-cash impairment losses on goodwill and certain trade names during the three months ended September 30, 2025, which did not recur in the current period (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
•higher Net sales in our Acetyl Chain segment;
partially offset by:
•higher raw material and sourcing costs in our Acetyl Chain segment, primarily for ethylene and methanol;
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•higher spending of $57 million in our Other Activities and Acetyl Chain segments, primarily related to higher incentive compensation in our Other Activities segment and increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment during the three months ended September 30, 2026; and
•an unfavorable impact of $20 million to Other (charges) gains, net and higher accelerated depreciation expense of $18 million in our Acetyl Chain segment, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
Equity in net earnings (loss) of affiliates decreased $30 million, or 77%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a decrease in earnings from our Mylar Specialty Films, Fortron and Ibn Sina strategic affiliates, primarily due to restructuring activities, lower volumes and global supply and distribution dislocations, respectively.
Our effective income tax rate for the three months ended September 30, 2026 was 15% compared to 1% for the same period in 2025. The higher effective income tax rate was primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes (see Note 5 - Goodwill and Intangible Assets, Net). See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Net sales increased $305 million, or 4%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher pricing in our Acetyl Chain segment, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs;
•higher pricing in our Engineered Materials segment, primarily due to pricing actions implemented during the nine months ended September 30, 2026, as well as a more favorable product mix; and
•a favorable currency impact from our Engineered Materials and Acetyl Chain segments, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar;
partially offset by:
•lower volume in our Engineered Materials and Acetyl Chain segments, primarily due to the completed sale of the Micromax® business in our Engineered Materials segment (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information) and decreased global demand in our Acetyl Chain segment.
Operating profit increased $1.6 billion, or 178%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a favorable impact of $1.5 billion to Other (charges) gains, net in our Engineered Materials segment, primarily related to non-cash impairment losses on goodwill and certain trade names during the nine months ended September 30, 2025, which did not recur in the current period (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);
•higher Net sales across all of our segments; and
•a gain of $50 million in our Engineered Materials segment, recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);
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partially offset by:
•higher spending of $130 million in our Other Activities and Acetyl Chain segments during the nine months ended September 30, 2026, primarily related to higher incentive compensation and merger and acquisition costs in our Other Activities segment and increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment;
•higher raw material costs in our Acetyl Chain segment, primarily for ethylene and methanol;
•higher accelerated depreciation expense of $98 million in our Acetyl Chain and Engineered Materials segments during the nine months ended September 30, 2026, primarily related to the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment, the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and the optimization of the North American nylon 6,6 polymerization units in our Engineered Materials segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
•an unfavorable impact of $46 million to Other (charges) gains, net in our Acetyl Chain segment, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
Equity in net earnings (loss) of affiliates decreased $35 million, or 39%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a decrease in earnings from our Mylar Specialty Films, Fortron and Ibn Sina strategic affiliates, primarily due to restructuring activities, lower volumes and global supply and distribution dislocations, respectively.
Our effective income tax rate for the nine months ended September 30, 2026 was 18% compared to 6% for the same period in 2025. The higher effective income tax rate was primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes (see Note 5 - Goodwill and Intangible Assets, Net). The rate for the nine months ended September 30, 2025 was also favorably impacted by a deferred tax benefit related to the relocation of certain intangible assets among wholly-owned foreign affiliates as part of the continued integration of global principal operations. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
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Business Segments
Engineered Materials
| Three Months Ended September 30, | Change | % Change | Nine Months Ended September 30, | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 1,368 | 1,384 | (16) | (1.2) | % | 4,139 | 4,113 | 26 | 0.6 | % | |||||||||||||||||||||||||||||||||||||
| Net Sales Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume | (6) | % | (4) | % | |||||||||||||||||||||||||||||||||||||||||||
| Price | 5 | % | 3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Currency | — | % | 2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other (charges) gains, net | (10) | (1,490) | 1,480 | 99.3 | % | (25) | (1,521) | 1,496 | 98.4 | % | |||||||||||||||||||||||||||||||||||||
| Gain (loss) on disposition of businesses and assets, net | (4) | (2) | (2) | (100.0) | % | 43 | — | 43 | 100.0 | % | |||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | 161 | (1,327) | 1,488 | 112.1 | % | 538 | (1,069) | 1,607 | 150.3 | % | |||||||||||||||||||||||||||||||||||||
| Operating margin | 11.8 | % | (95.9) | % | 13.0 | % | (26.0) | % | |||||||||||||||||||||||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 3 | 33 | (30) | (90.9) | % | 40 | 73 | (33) | (45.2) | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 113 | 118 | (5) | (4.2) | % | 364 | 341 | 23 | 6.7 | % | |||||||||||||||||||||||||||||||||||||
Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.
The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw material costs through appropriate pricing actions.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Net sales decreased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•lower volume, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);
largely offset by:
•higher pricing for most of our products, primarily due to pricing actions implemented during the nine months ended September 30, 2026, as well as a more favorable product mix.
Operating profit increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a favorable impact of $1.5 billion to Other (charges) gains, net, primarily related to non-cash impairment losses on goodwill and certain trade names during the three months ended September 30, 2025, which did not recur in the current period (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
Equity in net earnings (loss) of affiliates decreased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a decrease in earnings from our Mylar Specialty Films, Fortron and Ibn Sina strategic affiliates, primarily due to restructuring activities, lower volumes and global supply and distribution dislocations, respectively.
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Net sales increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher pricing for most of our products, primarily due to pricing actions implemented during the nine months ended September 30, 2026, as well as a more favorable product mix; and
•a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar;
largely offset by:
•lower volume, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information).
Operating profit increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a favorable impact of $1.5 billion to Other (charges) gains, net, primarily related to non-cash impairment losses on goodwill and certain trade names during the nine months ended September 30, 2025, which did not recur in the current period (see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);
•higher Net sales; and
•a gain of $50 million recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);
partially offset by:
•higher accelerated depreciation expense of $40 million, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units during the nine months ended September 30, 2026.
Equity in net earnings (loss) of affiliates decreased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•a decrease in earnings from our Mylar Specialty Films, Fortron and Ibn Sina strategic affiliates, primarily due to restructuring activities, lower volumes and global supply and distribution dislocations, respectively.
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Acetyl Chain
| Three Months Ended September 30, | Change | % Change | Nine Months Ended September 30, | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 1,209 | 1,061 | 148 | 13.9 | % | 3,574 | 3,292 | 282 | 8.6 | % | |||||||||||||||||||||||||||||||||||||
| Net Sales Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| Volume | — | % | (2) | % | |||||||||||||||||||||||||||||||||||||||||||
| Price | 14 | % | 9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Currency | — | % | 2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other (charges) gains, net | (20) | — | (20) | (100.0) | % | (50) | (4) | (46) | (1,150.0) | % | |||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | 141 | 135 | 6 | 4.4 | % | 473 | 449 | 24 | 5.3 | % | |||||||||||||||||||||||||||||||||||||
| Operating margin | 11.7 | % | 12.7 | % | 13.2 | % | 13.6 | % | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 83 | 63 | 20 | 31.7 | % | 250 | 188 | 62 | 33.0 | % | |||||||||||||||||||||||||||||||||||||
Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors.
The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw material costs over months or quarters.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Net sales increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs.
Operating profit increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher Net sales;
largely offset by:
•higher raw material and sourcing costs, primarily for ethylene and methanol;
•higher spending of $23 million, primarily as a result of increased plant operating and maintenance expenses and higher logistics costs during the three months ended September 30, 2026; and
•an unfavorable impact of $20 million to Other (charges) gains, net and higher accelerated depreciation expense of $18 million, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Net sales increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs; and
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•a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar;
partially offset by:
•lower volume for some of our products, primarily related to decreased global demand.
Operating profit increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher Net sales;
partially offset by:
•higher raw material and sourcing costs, primarily for ethylene and methanol;
•higher accelerated depreciation expense of $58 million and an unfavorable impact of $46 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
•higher spending of $51 million, primarily as a result of increased plant operating and maintenance expenses and higher logistics costs during the nine months ended September 30, 2026.
Other Activities
| Three Months Ended September 30, | Change | % Change | Nine Months Ended September 30, | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other (charges) gains, net | (2) | (1) | (1) | (100.0) | % | (8) | (17) | 9 | 52.9 | % | |||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | (104) | (83) | (21) | (25.3) | % | (323) | (259) | (64) | (24.7) | % | |||||||||||||||||||||||||||||||||||||
Our Other Activities segment primarily consists of corporate administrative and treasury operations such as finance, tax, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Our Other Activities segment also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our other business segments.
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Operating loss increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher spending of $34 million, primarily related to higher incentive compensation during the three months ended September 30, 2026;
partially offset by:
•a favorable currency impact.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Operating loss increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•higher spending of $79 million, primarily related to higher incentive compensation and merger and acquisition costs incurred during the nine months ended September 30, 2026;
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partially offset by:
•a favorable impact of $9 million to Other (charges) gains, net, primarily due to lower employee termination benefits related to Company-wide business optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim 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. As of September 30, 2026, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $75 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 $1.4 billion as of September 30, 2026. 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 August 31, 2026, we announced the signing of a definitive agreement with Mitsui & Co., Ltd. ("Mitsui"), to sell 19% of our interest in Nutrinova Netherlands B.V. ("Nutrinova"), our food ingredients joint venture, to Mitsui in a transaction with total cash proceeds of approximately $152 million (the "Nutrinova transaction"), subject to customary transaction adjustments. The Nutrinova transaction allows us to retain an 11% interest in the joint venture and is expected to close during the fourth quarter of 2026, subject to customary closing conditions. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $493 million, subject to customary transaction adjustments. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
In October 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We fully ceased all manufacturing operations during the three months ended September 30, 2026. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $15 million, including employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
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. We believe that cash flows from our operations, together with cost reduction initiatives, will support our deleveraging efforts over the next few years. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term. 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 will continue to evaluate our dividend policy, taking into account our ability to return to a more 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.
While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.
We continue to focus our near-term capital expenditures on required stewardship, maintenance and productivity projects, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026. 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 liquid crystal polymer ("LCP") facility is on schedule for completion by the end of 2026 with production to begin in 2027. 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. In the Acetyl Chain, our planned expansion of our
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vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany was completed during the third quarter of 2026 and is now in production. 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.
On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock.
We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations.
Cash Flows
Cash and cash equivalents increased $99 million to $1.4 billion as of September 30, 2026 compared to December 31, 2025. As of September 30, 2026, $673 million of the $1.4 billion of cash and cash equivalents was held by our foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
•Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities decreased $71 million to $823 million for the nine months ended September 30, 2026 compared to net cash provided by operating activities of $894 million for the same period in 2025, primarily due to:
•increase in trade working capital of $346 million, primarily due to inventory increases as a result of higher pricing and raw material costs and increased trade receivables due to increased sales and timing of collections, partially offset by increased trade receivable sales and factoring activity and the timing of trade payable settlements during the nine months ended September 30, 2026; and
•a decrease in earnings performance after noncash adjustments;
partially offset by:
•an increase in other operating assets and liabilities of $350 million, primarily due to the timing of collections and settlements during the nine months ended September 30, 2026.
•Net Cash Provided by (Used in) Investing Activities
Net cash provided by investing activities increased $541 million to $296 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $245 million for the same period in 2025, primarily due to:
•a cash inflow of $493 million related to sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and
•a decrease of $62 million in capital expenditures during the nine months ended September 30, 2026.
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•Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities increased $840 million to $1.0 billion for the nine months ended September 30, 2026 compared to net cash used in financing activities of $189 million for the same period in 2025, primarily due to:
•a decrease in proceeds from long-term debt, primarily due to the March 2025 Offering (defined below), of $2.6 billion during the nine months ended September 30, 2025, which did not recur in the current year, and a decrease in proceeds of $199 million from our various long-term China working capital and term loans; and
•a decrease in net borrowings on short-term debt, primarily due to a decrease in net borrowings on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $94 million, and a decrease of net borrowings under various short-term China working capital loans during the nine months ended September 30, 2026;
partially offset by:
•a decrease in repayments of long-term debt, primarily due to the March 2025 Tender Offers (defined below) of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $550 million of the March 2022 U.S. Term Loan Credit Facility (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, during the nine months ended September 30, 2025, which did not recur in the current year, partially offset by the redemption of the 4.777% Notes (defined below), payment of the 1.400% Notes (defined below), and repayment of certain long-term China working capital loans during the nine months ended September 30, 2026; and
•a decrease in debt refinancing costs paid of $74 million during the nine months ended September 30, 2025, which did not recur in the current year.
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. 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.
In August 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. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030. The margin for borrowings under the U.S. 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 is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").
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Certain of our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities"). 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. This revolving credit facility was fully repaid on January 13, 2026.
Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") and CSIT entered into various working capital and term loans (the "China Working Capital and Term Loans") that bear interest at floating or fixed interest rates and expire on various dates beginning December 2026 through April 2031. During the three and nine months ended September 30, 2026, CNCC and CSIT entered into one and five such agreements, respectively, with a combined borrowing capacity of CNY1.0 billion and CNY2.8 billion, respectively. The China Working Capital and Term Loans have an outstanding balance of $560 million as of September 30, 2026.
In April 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 September 30, 2026.
On September 16, 2026, CNCC entered into a CNY1.0 billion working capital loan expiring three years from the drawdown date. No draws were initiated as of September 30, 2026.
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.
•Senior Notes
In March 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").
In addition, in March 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers"). The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness and (iii) to pay related fees and expenses.
Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the nine months ended September 30, 2025.
In December 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering").
In addition, in December 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers"). The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay other outstanding indebtedness and (iii) pay related fees and expenses.
On June 25, 2026, Celanese U.S. redeemed all of its outstanding 4.777% unsecured senior notes due 2026 ("4.777% Notes") at a redemption price of 100% of the face amount for a total principal payment of $508 million plus accrued interest of $25 million. Cash on hand was used to fund the redemption.
On August 5, 2026, Celanese U.S. repaid in full all of its outstanding 1.400% unsecured senior notes due on August 5, 2026 ("1.400% Notes") for a total principal payment of $400 million plus accrued interest of $3 million. Cash on hand was used to fund the repayment.
There have been no material changes to our debt or other obligations described in our 2025 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.
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•Accounts Receivable Purchasing Facilities
On May 22, 2026, we entered into an amendment to the amended and restated receivables purchase agreement for our U.S. accounts receivable purchasing facility among certain of our subsidiaries, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "U.S. SPE") and certain global financial institutions ("U.S. Purchasers"). We de-recognized $1.1 billion and $1.5 billion of accounts receivable under this agreement for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively, and collected $1.1 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold accounts receivable of $104 million were pledged by the U.S. SPE as collateral to the U.S. Purchasers as of September 30, 2026.
On July 31, 2026, we entered into a receivables purchase and financing agreement and established an accounts receivable purchasing and financing facility among certain of our European subsidiaries, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "EU SPE") and certain global financial institutions ("EU Purchasers"). We de-recognized $652 million and collected $371 million of accounts receivable under this agreement for the nine months ended September 30, 2026. Unsold European accounts receivable of $267 million were pledged by the EU SPE as collateral to the EU Purchasers as of September 30, 2026.
•Factoring and Discounting Agreements
We have factoring agreements in Japan, Singapore and China with financial institutions. On August 4, 2026, we proceeded to terminate our European factoring agreement. We de-recognized $529 million and $717 million of accounts receivable under these factoring agreements for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively, and collected $589 million and $724 million of accounts receivable sold under these factoring agreements during the same periods.
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, classified as accounts receivable. We received $65 million and $82 million from the accounts receivable transferred under the Master Discounting Agreements for the nine months ended September 30, 2026 and year ended December 31, 2025, respectively.
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.
On July 31, 2026, and during the year ended December 31, 2025, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.
We are in compliance with the covenants in our material financing arrangements as of September 30, 2026. We expect to remain in compliance with such covenants over the twelve-month required evaluation period subsequent to the date of this filing based on current market conditions and our current expectation of future results of operations and cash generation. However, should our actual future results of operations and cash generation differ materially from our expectations, we may be required to seek an amendment to or waiver of any impacted covenants, or pursue other mitigation strategies.
See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information.
Guarantor Financial Information
We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act (collectively, the "Senior Notes"). 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"). See Note 7 - Debt in the accompanying unaudited interim 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 Quarterly Report.
The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. 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
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transaction. Additionally, 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. Credit Facilities (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S. Credit Facilities, 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.
For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. 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 Facilities, other outstanding debt, Common Stock dividends and Common Stock repurchases.
The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.
| Nine Months Ended September 30, 2026 | |||||
| (In $ millions) | |||||
| (unaudited) | |||||
| Net sales to third parties | 1,341 | ||||
| Net sales to non-guarantor subsidiaries | 227 | ||||
| Total net sales | 1,568 | ||||
| Gross profit | (105) | ||||
| Earnings (loss) from continuing operations | (499) | ||||
| Net earnings (loss) | (502) | ||||
| Net earnings (loss) attributable to the Obligor Group | (502) | ||||
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||
| (In $ millions) | |||||||||||
| (unaudited) | |||||||||||
| Receivables from non-guarantor subsidiaries | 2,358 | 1,176 | |||||||||
| Other current assets | 2,805 | 2,503 | |||||||||
| Total current assets | 5,163 | 3,679 | |||||||||
| Goodwill | 536 | 536 | |||||||||
| Other noncurrent assets | 6,823 | 6,620 | |||||||||
| Total noncurrent assets | 7,359 | 7,156 | |||||||||
| Current liabilities due to non-guarantor subsidiaries | 10,865 | 8,384 | |||||||||
| Current liabilities due to affiliates | 6 | 5 | |||||||||
| Other current liabilities | 2,147 | 1,666 | |||||||||
| Total current liabilities | 13,018 | 10,055 | |||||||||
| Noncurrent liabilities due to non-guarantor subsidiaries | 2,340 | 1,810 | |||||||||
| Other noncurrent liabilities | 10,417 | 11,784 | |||||||||
| Total noncurrent liabilities | 12,757 | 13,594 | |||||||||
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Share Capital
On October 14, 2026, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to $3 million. The cash dividend will be paid on November 10, 2026 to holders of record as of October 27, 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. We will continue to evaluate our dividend policy, taking into account our ability to return to a more balanced capital allocation strategy.
There have been no material changes to our share capital described in our 2025 Form 10-K other than those disclosed above and in Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements.
Contractual Obligations
We have not entered into any material off-balance sheet arrangements.
Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2025 Form 10-K.
Tax Return Audits
Our tax returns for the years 2013 through 2015 have been subject to audit by the tax authorities in the United States, the Netherlands and Germany (collectively, the "Tax Authorities"). The Company and the Tax Authorities did not reach a joint resolution, and the audits proceeded on a jurisdiction by jurisdiction basis. We have concluded settlement discussions with the Dutch and German tax authorities related to transfer pricing matters for the applicable periods. During the first quarter of 2026, we reached a resolution with the U.S. Internal Revenue Service (the "IRS") with respect to joint audit matters, as well as certain other transfer pricing issues for subsequent years through 2020. We expect to finalize the administrative resolution with the IRS prior to the end of 2026.
In addition, the audit by the U.S. tax authorities for the years 2016 through 2020 is in the data gathering phase and our income tax returns in Mexico are under audit for the years 2018 through 2021. During the first quarter of 2025, we initiated settlement discussions with the German tax authorities regarding certain matters related to the audit for periods after 2007. In the second quarter of 2025, the Company concluded settlement discussions with respect to the 2008 through 2012 tax years.
We will record the impacts of any additional audit settlements in income tax expense in the period in which such settlements are finalized. Based on information currently available, we do not expect any additional material impacts to the unaudited interim consolidated statements of operations.
We are currently subject to an inquiry by the local Chinese taxing authorities in Nantong, Zhuhai and Kunming for the taxable years 2021 through 2026 related to qualification for the beneficial treaty withholding rate of 5% on our dividends from our acetate tow joint ventures received by our wholly-owned Hong Kong affiliate as opposed to the standard 10% withholding rate on dividends. We believe that our Hong Kong affiliate has the requisite operational substance and ownership of the dividend funds received and is in full compliance with the beneficial ownership language in the treaty and with previous notices issued by the State Taxation Administration.
As of September 30, 2026, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations and inquiries by governmental authorities. However, the outcome of the proceedings cannot be predicted with certainty. If any issues raised by the governmental authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Business Environment
During the three months ended September 30, 2026, conditions remained mixed across many end markets and demand is stable at low levels. We continue to identify and execute actions that aim to improve earnings, accelerate deleveraging and drive long‑term shareholder value.
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Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2025 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2025 Form 10-K. The following updates the discussion of "Recoverability of Goodwill and Indefinite-Lived Intangible Assets" included in MD&A in our 2025 Form 10-K due to events occurring during the three months ended September 30, 2026.
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.
We reevaluate our identified reporting units annually or when triggered, such as upon reorganization of our operating segments or due to business reasons that result in material changes as to how our reporting units are organized and managed.
When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or another indefinite-lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance, market considerations and other relevant events and factors affecting our reporting units. For example, qualitative factors may include a sustained decrease in our consolidated market capitalization or one of our reporting units' market capitalization relative to its respective net book value, significant business-specific actions, or current or projected deterioration of a reporting unit's financial performance. Under such qualitative assessment, if it is more likely than not that a reporting unit's fair value is less than its carrying amount, then we perform a quantitative assessment. We may elect to bypass the qualitative assessment for some or all of our reporting units or other indefinite-lived intangible assets and proceed directly to a quantitative analysis depending on the facts and circumstances.
In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using the income approach based on a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved or a combination of the income approach and the market approach using the guideline public company method. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates used are based on the rates estimated by the weighted average cost of capital ("WACC") considering relevant peer companies and adjusting for company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends, macroeconomic trends in the industries and territories in which the reporting units operate, expected market segment growth rates and other internal and external sources, which methodology aligns with our internal financial planning and analysis forecasting process. 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 and is based on long-term inflation forecast, industry growth and long-term economic growth potential. The market approach estimates fair value using valuation multiples of comparable companies operating in similar industries. Our quantitative impairment assessment is sensitive to changes in underlying estimates and assumptions, the most sensitive of which is the discount rate. To corroborate our fair value conclusions, we perform a market capitalization reconciliation as of the goodwill assessment date.
During the three months ended September 30, 2026, as a part of our annual goodwill impairment assessment, we qualitatively determined that the estimated fair value of each reporting unit more likely than not exceeded the assigned carrying amount, with the exception of the engineered materials reporting unit. During the three months ended September 30, 2026, we performed a quantitative evaluation of the engineered materials reporting unit, which indicated that the reporting unit's fair value exceeded its carrying amount by approximately 8%.
This quantitative evaluation was based on a combination of the income approach utilizing a discount rate of 12% and the market approach, with a 50% weighting applied to each method. We applied equal weighting as both methods were determined
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to be equally relevant and reliable indicators of the reporting unit's fair value. This methodology and weighting is consistent with our prior quantitative evaluations as of September 30, 2025, December 31, 2024 and September 30, 2024.
As of September 30, 2026, our engineered materials reporting unit had $3.8 billion in recorded goodwill and our remaining reporting units had a combined $382 million in recorded goodwill. Should our estimates change based on the engineered materials reporting unit's operating results, market conditions, or other factors in our forecast, including changes in the discount rate, the engineered materials reporting unit may become subject to impairment in future periods. A 1% increase in the discount rate would have resulted in a decrease in the percentage by which the engineered materials reporting unit's fair value exceeded its carrying amount to approximately 4%.
Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. The key assumptions used in this model include discount rates, royalty rates, revenue growth rates and sales projections, tax rates and terminal value rates. The discount rates are based on the rates estimated by the Company's weighted average return on assets which considers the WACC and risks specific to the indefinite-lived intangible assets. Royalty rates are based on comparable market transactional data and the most recent third party valuations which are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate, expected industry and product growth rates and other internal and external sources, which methodology aligns with our internal financial planning and analysis process. Tax rates consider our operating structure and jurisdictions in which the entity that owns the rights to the indefinite-lived intangible assets operates. A terminal value rate is applied to the final year of the projected periods to reflect continued stable, perpetual growth and is based on long-term inflation forecasts, industry and product growth and long-term economic growth potential. Our quantitative impairment assessment is sensitive to changes in underlying estimates and assumptions, the most sensitive of which is the discount rate.
During the three months ended September 30, 2026, as part of our annual indefinite-lived intangible asset impairment assessment, we qualitatively determined that the estimated fair value of each indefinite-lived intangible asset more likely than not exceeded its carrying amount, with the exception of those assigned to the engineered materials reporting unit. During the three months ended September 30, 2026, we performed a quantitative evaluation of the indefinite-lived intangible assets assigned to the engineered materials reporting unit. The estimated fair values of certain indefinite-lived intangible assets, primarily our Zytel® trade name, were in excess of their carrying amounts by a range of 1% to 6%. As of September 30, 2026, the combined carrying amount of those indefinite-lived intangible assets was $910 million. The estimated fair values of the remaining indefinite-lived intangible assets subject to quantitative assessment exceeded their carrying amounts by a substantial margin.
The quantitative evaluations utilized the relief from royalty method under the income approach to determine the estimated fair value of each indefinite-lived intangible asset, utilizing a discount rate of 12.5%. Should our estimates change based on engineered materials reporting unit's operating results, market conditions, or other factors in our forecast, including changes in the discount rate, indefinite-lived intangible assets may become subject to impairment in future periods. For example, a 1% increase in the discount rate would result in a $59 million impairment of certain of our indefinite-lived intangible assets assigned to the engineered materials reporting unit, primarily our Zytel® trade name.
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. Our estimates and assumptions are inherently uncertain and change over time based on operating results, market conditions and other factors and could materially affect the determination of the fair value and potential impairment of goodwill for each reporting unit or indefinite-lived intangible assets associated with each reporting unit. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment or other factors result in adjustments to key assumptions or management projections, impairment losses may occur in future periods, and these impairment losses may be material.
See Note 5 - Goodwill and Intangible Assets, Net in the accompanying unaudited interim consolidated financial statements for further information.
Recent Accounting Pronouncements
See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2025 Form 10-K. See also Note 12 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of September 30, 2026, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal 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. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2025 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for certain risk factors relating to these legal proceedings.
Item 1A. Risk Factors
In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not repurchase any Common Stock during the three months ended September 30, 2026. As of September 30, 2026, 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. See Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
(c) Trading Plans
During the quarter ended September 30, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K.
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Item 6. Exhibits(1)
| Exhibit Number | ||||||||
| Description | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
10.1† | ||||||||
| 22.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 has been formatted in Inline XBRL. | |||||||
* Filed herewith.
† The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.
(1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CELANESE CORPORATION | ||||||||||||||
| By: | /s/ SCOTT A. RICHARDSON | |||||||||||||
| Scott A. Richardson | ||||||||||||||
| President, Chief Executive Officer | ||||||||||||||
| and Director | ||||||||||||||
| Date: | November 3, 2026 | |||||||||||||
| By: | /s/ CHUCK B. KYRISH | |||||||||||||
| Chuck B. Kyrish | ||||||||||||||
| Senior Vice President and | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| Date: | November 3, 2026 | |||||||||||||
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