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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32410 | | 98-0420726 |
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(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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| 4.777% Senior Notes due 2026 | CE /26A | The New York Stock Exchange |
| 2.125% Senior Notes due 2027 | CE /27 | The New York Stock Exchange |
| 0.625% Senior Notes due 2028 | CE /28 | The New York Stock Exchange |
| 5.337% Senior Notes due 2029 | CE /29A | The New York Stock Exchange |
| 5.000% Senior Notes due 2031 | CE /31 | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On May 6, 2026, Scott A. Richardson, President, Chief Executive Officer and Director of Celanese Corporation (the "Company"), will make a presentation to investors and analysts via a webcast hosted by the Company at 10:00 a.m. ET (9:00 a.m. CT) regarding the Company's financial results for its first quarter 2026. The webcast, press release, prepared remarks from management and a slide presentation may be accessed on our website at investors.celanese.com under News & Events / Events Calendar. A copy of the prepared remarks and a copy of the slide presentation posted for the webcast are attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1(a) and Exhibit 99.1(b), respectively, and are incorporated herein solely for purposes of this Item 7.01 disclosure. During the webcast, management may make, and management's prepared remarks and the attached slide presentation contain, references to certain Non-US GAAP financial measures. Non-US GAAP financial measures appearing in management's prepared remarks are defined and reconciled to the most comparable US GAAP financial measure in our Non-US GAAP Financial Measures and Supplemental Information document furnished with this Current Report as Exhibit 99.2 (and available on our website) and incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
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Exhibit Number | | |
| Description |
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| 99.1(a) | | Prepared Remarks from Management dated May 5, 2026* |
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| 99.1(b) | | Slide Presentation dated May 5, 2026* |
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| 99.2 | | Non-US GAAP Financial Measures and Supplemental Information dated May 5, 2026* |
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| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101) |
* In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CELANESE CORPORATION |
| | By: | /s/ ASHLEY B. DUFFIE |
| | Name: | Ashley B. Duffie |
| | Title: | Senior Vice President, General Counsel and Corporate Secretary |
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| Date: | May 5, 2026 | |
Exhibit 99.1(a)
First Quarter 2026 Earnings Prepared Comments
Bill Cunningham, Celanese Corporation, Vice President, Investor Relations
This is the Celanese Corporation first quarter 2026 earnings prepared comments. The Celanese Corporation first quarter 2026 earnings release was distributed via Business Wire this afternoon and posted on our investor relations website, investors.celanese.com. As a reminder, some of the matters discussed below may include forward-looking statements concerning, for example, our future objectives and plans. Please note the cautionary language contained at the end of these comments. Also, some of the matters discussed include references to non-GAAP financial measures. Explanations of these measures and reconciliations to the comparable GAAP measures are included on our investor relations website under Financial Information/Non-GAAP Financial Measures. The earnings release and Non-GAAP information and the reconciliations are being furnished to the SEC in a Current Report on Form 8-K. These prepared comments are also being furnished to the SEC in a separate Current Report on Form 8-K.
On the earnings conference call tomorrow morning, management will be available to answer questions.
Scott Richardson, Celanese Corporation, President and Chief Executive Officer
Celanese continues to take decisive actions to drive shareholder value by leveraging our unique capabilities. Our global footprint, diversified products, and broad end-market exposure enable strong execution and underscore the resilience of our businesses across a range of operating environments. As we move forward, we remain focused on advancing our strategic initiatives with speed and agility to support sustained value creation.
Today, we reported first quarter 2026 adjusted earnings per share of $0.85 (inclusive of approximately $0.36 per share of total Celanese transaction amortization1). Results were at the upper end of our expectations and reflect deliberate, intentional execution across both of our businesses. In Engineered Materials (EM), ongoing efforts to reposition the specialty portfolio toward higher growth, higher value end markets drove favorable mix, while the business continued to advance cost productivity initiatives. In
1 Calculated as intangible amortization from transactions divided by diluted weighted average shares outstanding.
the Acetyl Chain (AC), teams acted swiftly to capture high value opportunities that emerged late in the first quarter. Collectively, these actions offset higher feedstock and energy costs across both businesses and established a stronger operating and earnings trajectory into the second quarter and through 2026.
Before discussing business performance further, let me turn to the broader global developments and the implications for our business. Late quarter supply chain dislocations created selective volume and pricing opportunities, which we acted decisively to capture. As the year unfolds, we expect to see continued opportunities to drive value across the business, even as higher input costs and continued weak end-market demand remain factors. The impacts of these dynamics are not likely to be uniform across our portfolio, differing between AC and EM, which I will address in our segment performance commentary.
During the first quarter, we executed a series of targeted steps to leverage the differentiated capabilities of our businesses, enhancing supply flexibility, mitigating cost pressures, and strengthening performance:
•Successfully restarted the Frankfurt, Germany, VAM unit on an accelerated timeline. Security of supply has become a critical priority for customers amid ongoing geopolitical uncertainty. Leveraging the Frankfurt VAM asset enhances the optionality to respond to customer needs in a flexible manner.
•Advanced actions to accelerate completion of the turnaround of the POM facility at Frankfurt and subsequent restart of the unit later in May.
•Implemented immediate procurement actions to prioritize supply assurance of critical feedstocks, mitigate costs, and maintain logistics continuity.
•Announced targeted price increases in both EM and AC to offset raw material and supply chain cost escalations.
In parallel, we continued to advance structural initiatives designed to position Celanese for sustained value creation. These growth-oriented measures reflect a disciplined focus on enhancing competitiveness, durability, and customer alignment, while reinforcing the strong operational foundations already in place:
•Announced a series of strategic initiatives within EM to reposition the nylon business to create a more resilient platform for the future. These actions are intended to strengthen competitiveness and simplify the manufacturing footprint, while prioritizing continuity of supply to customers. They include the planned closure of the nylon 6,6 polymerization unit in Sakra, Singapore in the third quarter and the optimization of our two nylon 6,6 polymerization facilities in North America,
which is expected to reduce overall polymer production. Collectively, we expect these nylon transition initiatives to deliver approximately $30 million of annualized cost savings.
•Reaffirmed a set of complementary actions across the EM network to better align capabilities with heightened customer requirements and demand outlook, including advancing steps toward commencement of liquid crystal polymer-related operations in China, targeted upgrades of specialty compounds capability in Europe, introduction of new medical-grade compounding in Asia, and implementation of targeted product mix and localization enhancements in India.
•Initiated the commissioning of a new VAE Emulsions reactor in Frankfurt to more efficiently meet customers' needs. This investment, which was part of previous years' capital expenditures, further strengthens our downstream capabilities and enhances the agility of the AC business in a dynamic operating environment.
These initiatives reflect the next milestones in the execution journey we have been on since early 2025. Together with other recently completed actions - including debt refinancing measures, the Micromax® divestiture, and the planned closure of the acetate tow facility in Lanaken, Belgium - these steps exemplify our increasing momentum in driving sustainable performance improvement across the company.
We expect these actions to deliver a meaningful earnings impact in 2026 and beyond. This improved earnings profile aims to strengthen cash generation this year and reinforces our continued commitment to deleveraging.
Now, let me turn to the specifics of our businesses.
Engineered Materials generated first quarter adjusted EBIT of $220 million and operating EBITDA of $324 million at margins of 17 and 25 percent, respectively. Net sales increased by 4 percent sequentially, mainly from seasonal volume improvement amid continued demand softness in certain end markets. EM's results reflected continued progress against strategic initiatives focused on pipeline quality and diversification to drive sales mix enhancement, value-based pricing, and cost reduction actions that are collectively strengthening the sustainable earnings power of the business.
The first quarter progressed largely as expected. Key end markets remained subdued, most notably Chinese automotive, while evolving global dynamics created modest cost headwinds late in the quarter. Against this continued soft demand backdrop, we offset input cost increases through disciplined execution. These actions included advancing progress toward our $30 to $50 million annual cost reduction
target and further strengthening pipeline quality to drive product and regional mix improvements, particularly in Europe.
EM continues to prioritize strengthening its core business fundamentals. The recently announced transition steps in nylon 6,6 represent the next phase of a broader, multi‑year effort across regions to address network inefficiencies and unsustainable feedstock dynamics. Together with the complementary initiatives previously outlined, these steps reflect a deliberate reshaping of EM’s operational footprint and capabilities to better align with evolving customer and end-market requirements. Collectively, they build upon prior initiatives to strengthen competitiveness and resilience, without compromising customer confidence, supply reliability, product quality, or our ability to innovate.
The nylon portfolio transition and other network actions are elements of EM's broader Grow and Fortify strategy, designed to sharpen our competitive position. The reconfiguration and simplification of the manufacturing footprint, coupled with structurally lower costs and streamlined inventory levels, further fortify the foundation. The overarching objective is to align enabling capabilities with end market segment strategies, better positioning the business to compete effectively and support long-term growth. This allows EM to drive higher quality growth through mix shift toward higher margin segments, improved pipeline quality and diversification, and disciplined commercial execution. The resulting portfolio mix, with greater exposure to higher‑growth end markets such as electronics, data center server componentry, medical devices, and electric vehicles, creates durable and attractive growth vectors for the business.
Looking at the second quarter, we anticipate modest seasonal volume improvement, particularly in Asia, along with benefit from pricing measures and inventory builds to support the nylon transition. These factors are expected to be more than offset by headwinds from inventory drawdowns and incremental costs tied to the POM turnaround, the largest such effort for the EM business over the past five years. Based on these factors, we expect EM adjusted EBIT for the second quarter to be $190 to $210 million and operating EBITDA to be $290 to $310 million.
While ongoing end-market uncertainty limits visibility beyond the second quarter, we currently expect sequential moderation in EM earnings in the third quarter. Order patterns in April and May have been favorable, suggesting customers are increasingly prioritizing reliable suppliers. This dynamic may be driving some front-loading of orders, which could modestly impact the second half. Additionally, we expect results in the back half of the year to be affected by inventory drawdowns associated with the nylon transition and continued structural inventory reduction actions already underway, as well as the potential for sequential input cost pressures.
The EM team remains focused on execution and continues to pursue opportunities for cost reduction, pipeline growth, mix enrichment, and value-based pricing. Our continued investment in a resilient operational model is delivering measurable results and reinforces our commitment to disciplined execution of the Grow and Fortify strategy.
The Acetyl Chain delivered first quarter adjusted EBIT of $131 million and operating EBITDA of $194 million, at margins of 13 and 19 percent, respectively, as net sales increased sequentially by 10 percent. Results exceeded the high end of our guidance range, mainly due to late-quarter spot pricing opportunities, largely in China. These benefits were partially offset by higher input costs, particularly in Europe and Asia, along with continued weakness in acetate tow.
Supply chain dislocations escalated rapidly in March, resulting in acute shortages and steep feedstock price escalations. Higher input costs drove approximately $20 million of sequential cost inflation in the first quarter. AC demonstrated the agility that is the hallmark of the business, responding swiftly to the opportunities created by these disruptions and executed pricing actions to mitigate feedstock and supply chain cost escalations, with most of the benefits flowing into the second quarter. The flexibility we have built into our asset base over the years and the disciplined execution of our differentiated operating model position AC to capture value in this environment.
Consistent with last year, AC faced a $40 million sequential impact in the first quarter related to the timing of the acetate tow dividend, which is paid three times a year starting in the second quarter. Proactive pricing, volume capture, and actions to optimize the manufacturing network drove first quarter earnings above expectations, despite the headwinds. AC's timely actions late in the quarter enabled the capture of high‑value opportunities while positioning the business for meaningful upside in the second quarter.
Recent global dynamics have elevated security of supply as a key priority for many customers, especially in Europe. AC's globally integrated business model provides the flexibility and scale needed to navigate such disruptions reliably and effectively. AC is structurally well-positioned to outperform as the current situation has reset trade flows and pricing in certain products, as well as customer behavior in favor of reliable supply.
Building on the highly differentiated network and operating flexibility, AC has taken several actions to capture value, including:
•As discussed earlier, restarted the Frankfurt VAM unit in about five weeks and initiated commissioning of the new Frankfurt VAE unit, enhancing downstream optionality.
•Optimized utilization of cost‑advantaged U.S. assets and dynamically refined the downstream reactor mix regionally in Asia.
•Executed targeted pricing actions to offset feedstock inflation, while proactively managing feedstock and raw‑material supply to minimize disruption.
•Initiated further footprint optimization through the intended closure of the esters unit in Singapore to right-size the network, improve efficiency by directing upstream molecules into higher-value downstream products, and deliver productivity savings.
•Advanced growth and pipeline innovation to capture share as customers prioritize reliable supply and initiated substitution opportunities versus crude‑based competing systems.
•Accelerated commercialization of sustainability-focused offerings, especially in coatings and adhesives.
Looking to the second quarter, we expect price increase realization across most of the AC portfolio. We anticipate that volume and price opportunities will more than offset sharp increases in feedstock costs, along with continued weakness in acetate tow. Additionally, the acetate tow dividend is set to resume in the second quarter, with the full-year dividend to be consistent with last year. Taking these factors into account, we expect second quarter adjusted EBIT of $300 to $325 million, and operating EBITDA of $360 to $385 million.
The current business environment for AC is best characterized as upstream supply tightness within a soft to stable demand backdrop. Most key end markets, including paints, coatings, and construction, remain sluggish across regions. We expect volume and pricing opportunities driven by supply dislocations to persist throughout the year with gradual moderation in the back half from second quarter levels. The AC team will continue to leverage the optionality and agility inherent in its daily operating model to capture opportunities across market conditions. In parallel, ongoing strategic initiatives are strengthening the foundation of the business and support durable future earnings growth. Strong execution amid evolving dynamics continues to validate the resilience, differentiation, and earnings power of the Acetyl Chain's fundamental business model.
Chuck Kyrish, Celanese Corporation, Senior Vice President and Chief Financial Officer
Our teams continued to execute on our strategic priorities in the first quarter, including driving free cash flow, reducing balance sheet leverage, closing a strategic divestiture, and maintaining strong liquidity - actions that further reinforce the strength of our financial position.
At the end of the first quarter, we had $1.8 billion in cash and an undrawn $1.75 billion revolving facility. The cash balance was bolstered by the completion of the Micromax® divestiture during the quarter. We currently hold a higher cash balance in preparation for the repayment of roughly $900 million in bonds that we plan to repay in the second and third quarter of this year. Given the relatively low coupon rates on these maturities and costs associated with prepayment, it is economically favorable to hold cash until the bonds can be paid at par in the following quarters. We remain confident in our current positioning to manage our near-term maturities.
Let me now provide an update on free cash flow performance. In the first quarter, we reported $3 million in free cash flow generation, despite normal seasonal headwinds and the working capital timing impacts that are typical for the first quarter. This is a strong relative performance considering that first quarter free cash flow has been a use of cash in each of the last few years.
Net cash interest was approximately $118 million in the first quarter. We expect this to represent the lowest quarterly net cash interest of the year, due to timing of coupon payments impacted by the fourth quarter refinancing transactions. Net cash interest payments for the full year are anticipated to be roughly $640 million. For the balance of the year, the quarterly payments are expected to be roughly $175 million, reflecting the progress we made last year in reducing the concentration of quarterly cash interest payments. Interest expense on the income statement will differ from the cash interest and is expected to be $690 million, for 2026.
Capital expenditures for the first quarter were $66 million, consistent with our targeted annual range of $300 to $350 million. We continue to harvest the strategic investments made over the past several years and anticipate our annual capital expenditures to remain within this range through our deleveraging phase. Our focus remains on safety, maintenance, regulatory compliance, and productivity projects, strengthening our ability to scale when demand conditions improve.
Working capital was a use of cash of approximately $96 million in the first quarter, consistent with normal seasonal patterns. Looking ahead over the next few quarters, we could see temporary headwinds in working capital driven by dynamics associated with the current business environment. Specifically, we
expect higher inventory values due to increases in raw material and energy costs, along with some potential timing impacts in accounts receivable.
For the full year, we expect the incremental earnings driven by actions already underway to translate into improved free cash flow across 2026 and 2027, with the timing depending on market conditions and the associated working capital dynamics, particularly in the fourth quarter. Considering these factors, as well as the strong performance in the first quarter, we are increasing our full-year 2026 free cash flow target to $700 to $800 million.
Turning to Other Activities, in the first quarter we reported a net expense of $76 million in adjusted EBIT and $63 million in operating EBITDA. For the full year of 2026, we anticipate an average quarterly net expense run rate of approximately $75 to $80 million in adjusted EBIT.
The effective tax rate for adjusted earnings was 8 percent for the first quarter and we anticipate this rate for 2026 based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.
As Scott noted, we remain focused on our action plans and disciplined execution to strengthen our foundation, drive earnings, and position Celanese for sustained value creation. Strong execution on free cash flow generation and progress on strategic divestitures have enabled meaningful progress in net debt reduction, which remains our top priority. We remain committed to deleveraging through aggressive and prudent actions, ultimately enabling a wider range of capital allocation opportunities.
Scott Richardson, Celanese Corporation, President and Chief Executive Officer
In the second quarter, we expect sequential volume and price realization in the Acetyl Chain. We anticipate modest sequential pricing improvement in EM and seasonal volume growth across both businesses, partially offset by continued input cost pressures. Based on these dynamics, we expect second quarter adjusted earnings per share of approximately $2.00 to $2.40.
We currently expect favorable conditions to continue through the balance of 2026, particularly in AC, although we forecast that they will begin tapering in the second half of the year as global supply chains work toward normalization. At this time, we anticipate that the second half of the year may ultimately resemble the first half, with lower sequential earnings in the third quarter driven by moderation of supply-related opportunities, and fourth quarter earnings that are expected to exceed the first quarter. Given these dynamics, we anticipate adjusted earnings per share in the second half to be approximately $3.00.
With underlying demand across our key end markets remaining weak, our second-half performance will be driven by our ability to capture value through commercial excellence and the differentiation of our global production and supply chain networks, amid real-time supply dynamics.
Our focus remains on delivering controllable improvements across the businesses in support of our three strategic priorities of increasing cash flow to deleverage the balance sheet, intensifying cost improvements, and driving top-line growth. The earnings improvement we currently expect through 2026 would meaningfully accelerate our deleveraging trajectory - our top priority. Based on current expectations, we anticipate ending the year with a net debt to operating EBITDA ratio in the vicinity of 4.8x. Across all market environments, disciplined execution of our action plans remains central to driving improved and more resilient performance. We remain confident that the unique competitive advantages of our two businesses will continue to strengthen Celanese and support long-term, sustainable value creation.
Forward-Looking Statements
These prepared comments may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in these comments. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries;potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairment of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.
Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Results Unaudited
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026.
Non-GAAP Financial Measures
These prepared comments, and statements made in connection with these prepared comments, refer to Non-GAAP financial measures. For more information on the Non-GAAP financial measures used by the Company, including the most directly comparable GAAP financial measure for each Non-GAAP financial measure used, including definitions and reconciliations of the differences between such Non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Financial Document Library.
Investor Presentation Q1 2026 May 2026
Celanese Corporation Disclosures Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning Celanese Corporation’s (the “Company”) plans objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this presentation. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairment of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia- Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Results Unaudited The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Historical results should not be taken as an indication of the results of operations to be reported for any future period. Pro forma financial information herein is preliminary and subject to change. Presentation This document presents the Company’s two business segments, Engineered Materials and Acetyl Chain. Non-GAAP Financial Measures This presentation, and statements made in connection with this presentation, may refer to non-GAAP financial measures. For more information on the non-GAAP financial measures used by the Company, including the most directly comparable GAAP financial measure for each non-GAAP financial measures used, including definitions and reconciliations of the differences between such non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. 2
Discussion Topics 3 Earnings update Key actions and near- term imperatives
Q1 2026 results and highlights Q1 2026 Results 4 Q1 2026 Highlights * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. Free Cash Flow* Solid start to year; positive Q1 FCF* for first time since 2022 Engineered Materials (EM) Favorable mix driven by consistent actions to improve pipeline quality and diversification Continued progress in cost reduction and value base pricing Acetyl Chain (AC) Decisive actions to capture late-quarter high value opportunities Positions AC for greater value capture in Q2 Q1 results driven by strength of core operating model; minimal benefit from recent supply dislocations $0.85 ADJUSTED EPS* $3 M FREE CASH FLOW* ADJUSTED EBIT* BY BUSINESS SEGMENT $131 M ACETYL CHAIN $220 M ENGINEERED MATERIALS
Leveraged AC operating model to drive margin lift Continued focus in EM on enhanced mix and cost reductions, with moderate seasonal improvement Ongoing execution of initiatives to improve earnings resilience and offset input cost inflation Turnaround related impacts from the POM – Frankfurt facility Q2 2026 outlook Q2 2026 Outlook 5 Q2 2026 Focus Areas * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. ~ $2.00 - $2.40 ADJUSTED EPS* GUIDANCE ADJUSTED EBIT* GUIDANCE BY BUSINESS SEGMENT $300 M – $325 M ACETYL CHAIN $190 M – $210 M ENGINEERED MATERIALS Anticipating Q2 to reflect highest quarterly earnings in 2026 with gradual 2H moderation Targeting 2H adjusted EPS of ~$3.00 / share
Continued focus on execution of actions drive sustained value creation in 2026 and beyond 6 Generated $773 million in 2025 free cash flow* Completed refinancing of certain debt maturities Advanced deleveraging through $500 million divestiture of Micromax® Fully repaid balance on term loans, aligned debt to currency of cash generation, lowering interest expense Reduced inventory in EM by >$100 million Effectively extended $1.75B revolving facility → Actions enable increased free cash flow* target to $700 - $800 million in 2026 → Targeting additional $ $500 million in divestitures by end of 2027 Realized $80 million in 2025 SG&A cost reductions in FY 2025 Delivered additional $40 million cost improvement across business lines Announced footprint optimization actions Lanaken, Belgium Sempach, Switzerland Sarnia, Canada Announced operational agility measures Nylon facility at Sakra, Singapore Optimization of N.A. nylon facilities → Targeting $50 to $70 million incremental cost reductions in 2026 Adjusted EBITDA* of $1.2 billion in EM and $950 million in AC 2025 Operating EBITDA* margin of >20% in both AC and EM EM pipeline enrichment through focus on high margin applications → Compounding enhancements in EM to support areas like liquid crystal polymers and medical grades → Initiated commissioning of downstream VAE reactor in AC INCREASE CASH FLOW INTENSIFY COST IMPROVEMENT DRIVE TOP LINE GROWTH Actions announced previously Continued execution in 2026 * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures.
Strong execution validates the differentiation and earnings power of the Acetyl Chain 7* Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. NETWORK & OPERATING LEVERAGE Restart of Frankfurt VAM in accelerated timeline Commissioning of new VAE reactor in Frankfurt Flexible routing of intermediates across regions STRATEGIC & OPERATIONAL FLEXIBILITY Dynamic optimization of downstream reactor mix in Asia Optimized utilization of cost advantaged U.S. manufacturing assets COMMERCIAL EXCELLENCE & AGILITY Targeted global pricing actions to offset feedstock inflation Proactive raw material feedstock and energy supply management GROWTH AND PIPELINE INNOVATION Share gains from customers prioritizing reliable supply Initiating substitution opportunities in downstream crude-based competing systems Carbon Monoxide Acetic Acid VAM Emulsions Powders Methanol Anhydride & Esters Flexible Entry into Market Acetate Tow Acetyl Chain’s differentiated, integrated global model and advantaged cost position enables decisive responses to market disruptions and delivers margin resilience across cycles Q1 26 ADJ. EBIT* Q2 26 EST. ADJ. EBIT $131 M $300-$325 M AC is structurally positioned to outperform as recent disruptions reset pricing, trade flows, and customer behavior in favor of reliable supply
EM’s commercial-led strategy enables growth and fortifies the operating framework 8* Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. ACTUAL ESTIMATE $143 $124 $213 $200 $183 $220 Q4 24 Q1 25 Q2 25 Q3 25 Q4 25 Q1 26 Q2 26 $190 - $210 GROW FORTIFY → Reconfigure assets and simplify footprint → Structurally lower costs → Strengthen cash generation through inventory discipline → Align enabling capabilities to segment strategies → Drive disciplined commercial execution → Mix shift to higher margin segments → Activate segment playbooks grounded in market dynamics → Drive pipeline quality and diversification EM ADJ. EBIT*, $M Operational expertise lifts profitability and return on capital Differentiated actions driven by superior market connectivity Grow + Fortify strategy enables unified path to profitable & resilient growth Resilient earnings in a low demand environment → Improved quality and diversity of pipeline leverages broad portfolio and application development capabilities → Lower cost structure provides significant earnings leverage in demand recovery → Execution of strategic actions positions EM for long-term success Grow and Fortify Strategy:
Operational agility measures enhance the nylon platform and support the Grow and Fortify strategy 9 → Improves cost position and overall competitiveness across the nylon portfolio → Simplifies and streamlines the manufacturing network to reduce inefficiencies and improve agility → Optimizes ‘make vs buy’ decisions to strengthen continuity of supply and network resilience → Maintains product quality, reliability and customer confidence through disciplined, phased execution Strategy progression in nylon: ADDRESSING KEY CHALLENGES IN NYLON ACCELERATING LONG TERM VALUE CREATION Network inefficiencies Unsustainable feedstock dynamics Optimized footprint Enhanced productivity & competitiveness Improved supply chain resilience CLOSURE OF SAKRA NYLON 6,6 POLYMERIZATION UNIT IN SINGAPORE 2H 2026 OPTIMIZATION OF NORTH AMERICAN NYLON 6,6 POLYMERIZATION UNITS WASHINGTON WORKS RICHMOND Targeted annualized savings of $30 million SAKRA
Recent actions reflect the next milestones in our execution journey since early 2025 10 JAN 2025 TODAY Refinanced $2.6 billion of near- term debt, materially improving maturity profile Achieved $80 million of 2025 cost reductions, exceeding original target of $75 million Announced incremental $40 million in 2025 cost reductions achieved in-year Initiated Lanaken plant closure to drive Acetate Tow restructuring: ~ $15 to $20 million annualized savings Effectively extended $1.75 billion revolver facility, preserving strong liquidity Announced incremental $50 - $70 million of 2026 cost reductions Completed Micromax divestiture for ~$500 million in gross proceeds Refinanced $1.4 billion of 2027/28 maturities to align debt profile with conservative cash generation estimates Announced Nylon platform restructuring: ~ $30 million annualized savings Generated $773 million in free cash flow* in 2025, in line with guided range * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. Consistent, decisive actions that ‘stack wins’ and drive sustainable shareholder value
Actions underway to drive earnings position us to increase 2026 free cash flow* target to $700 - $800 million 11* Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. Differentiated business models and disciplined execution underpin sustainable cash generation capabilities 2024 2025 2026F $498 M ACTUALS ESTIMATE $773 M $700 -$800 M FY Free cash flow* generation 2024 – 2026 ($M) → Timing dependent on market conditions and working capital dynamics → Potential impact from higher inventory value driven by cost escalations Actions drive resilient and sustainable free cash flow* execution Incremental earnings translate into improved free cash flow* across 2026 and 2027
1 2 3 1 2 3 Strong and sustainable free cash flow* generation and divestitures drive deleveraging Free Cash Flow* and Divestitures ($M) 12 Sustainable cash generation capabilities accelerate debt paydown Accelerating cash flow capabilities and strategic divestitures… * Represents a non-GAAP measure. For information on historical non-GAAP financial measures used by the Company, including definitions and reconciliations to comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures. 1 Ratio of Net Debt to operating EBITDA Net Debt* ($B) and Leverage Ratio1 … increasingly deployed to deleveraging ~ $500 ~$2.5 B+ of Baseline Cash Generation 2026 – 2027 Targets 2026 Sustainable FCF* at $700 – $800 million 2027 Targeting growth in baseline FCF* from additional cost & commercial actions and lower restructuring costs 0 500 1000 1500 2025 2026 2027 Divestitures Transaction Price $500 ~$500~$500 Micromax Progress towards $1.0 B divestiture objective 200 400 600 800 1000 2025 2026 2027 $498 $773 Free Cash Flow* 12/31/2025 12/31/2027 $11.3 Targeted < $9~ $700 - $800 Targeted ~ $10~$500 12/31/2026 Net Debt* Leverage Ratio1 12/31/2025 12/31/202712/31/2026 ~6x Targeted ~4.8x at mid-point of guidance
$25 $15 $30 - $50 $20 - $30 $10 - $20 $80 $10 Achieved over $120 M cost savings in 2025; targeting incremental opportunities of ~$50 M - $70 M in 2026 13 Near Term Cost Reductions Engineered Materials Complexity Reduction Acetyl Chain Productivity $90 million of targeted annualized savings primarily through headcount reductions actioned in 2025 $50 million of plant and distribution productivity $50 - $100 million of targeted annualized savings primarily through distribution network improvements, footprint actions, and SG&A Cost Reduction Initiatives Cost Reduction Realization Targets by Year ($M) 2026 Expected In-Year Realization: ~$50-$70 M Cost reductions are helping to set a firm foundation for long-term growth ~$15 + 2025 2026 2027 20272026 ~$15-$20M~$5-$10MLanaken TBD~$5-$10MProductivity projects
Celanese Offers a Compelling Investment Opportunity Our mission is to position Celanese as a top quartile company for total shareholder return by delivering earnings growth in any environment 14 Strong earnings leverage as demand recovers Actions underway to deliver near-term earnings improvement Leadership driving change Attractive valuation with upside potential for stock History of innovation as customer solutions provider Laser focused on deleveraging
Non-U.S. GAAP Financial Measures and Supplemental Information
May 5, 2026
In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.
Purpose
The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-U.S. GAAP financial measures. This document is updated quarterly.
Presentation
This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.
Use of Non-U.S. GAAP Financial Measures
From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable U.S. GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.
Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other U.S. GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.
Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.
This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.
Specific Measures Used
This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt
is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity.
Definitions
•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT.
•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA.
•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as operating profit (loss) attributable to Celanese Corporation.
•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax
rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.
•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.
•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.
•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our shareholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.
Supplemental Information
Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:
•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.
•Cash dividends received from our equity investments.
•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.
Results Unaudited
The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026.
Table 1
Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions) |
| Net earnings (loss) attributable to Celanese Corporation | | | | | | | | | 44 | | | (1,165) | | | 19 | | | (1,357) | | | 197 | | | (24) | |
| (Earnings) loss from discontinued operations | | | | | | | | | 1 | | | 21 | | | 6 | | | — | | | 10 | | | 5 | |
| Interest income | | | | | | | | | (9) | | | (24) | | | (6) | | | (7) | | | (7) | | | (4) | |
| Interest expense | | | | | | | | | 183 | | | 701 | | | 177 | | | 177 | | | 177 | | | 170 | |
| Refinancing expense | | | | | | | | | — | | | 68 | | | 36 | | | — | | | — | | | 32 | |
| Income tax provision (benefit) | | | | | | | | | 33 | | | (90) | | | (15) | | | (7) | | | (77) | | | 9 | |
Certain Items attributable to Celanese Corporation (Table 8) | | | | | | | | | 23 | | | 1,639 | | | 34 | | | 1,520 | | | 42 | | | 43 | |
| Adjusted EBIT | | | | | | | | | 275 | | | 1,150 | | | 251 | | | 326 | | | 342 | | | 231 | |
Depreciation and amortization expense(1) | | | | | | | | | 180 | | | 743 | | | 184 | | | 191 | | | 188 | | | 180 | |
| Operating EBITDA | | | | | | | | | 455 | | | 1,893 | | | 435 | | | 517 | | | 530 | | | 411 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions) |
| Engineered Materials | | | | | | | | | 3 | | | 6 | | | 1 | | | 3 | | | 2 | | | — | |
| | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | 18 | | | 11 | | | 11 | | | — | | | — | | | — | |
Other Activities(2) | | | | | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| Accelerated depreciation and amortization expense | | | | | | | | | 21 | | | 17 | | | 12 | | | 3 | | | 2 | | | — | |
Depreciation and amortization expense(1) | | | | | | | | | 180 | | | 743 | | | 184 | | | 191 | | | 188 | | | 180 | |
| Total depreciation and amortization expense | | | | | | | | | 201 | | | 760 | | | 196 | | | 194 | | | 190 | | | 180 | |
______________________________
(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.
(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
Table 2
Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | | | | | | | | | (In $ millions, except percentages) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Profit (Loss) / Operating Margin | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 221 | | | 16.7 | % | | (958) | | | (17.8) | % | | 111 | | | 8.7 | % | | (1,327) | | | (95.9) | % | | 164 | | | 11.4 | % | | 94 | | | 7.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 95 | | | 9.2 | % | | 539 | | | 12.7 | % | | 90 | | | 9.6 | % | | 135 | | | 12.7 | % | | 153 | | | 13.7 | % | | 161 | | | 14.4 | % |
Other Activities(1) | | | | | | | | | | | | | | | | | (102) | | | | | (367) | | | | | (108) | | | | | (83) | | | | | (86) | | | | | (90) | | | |
| Total | | | | | | | | | | | | | | | | | 214 | | | 9.2 | % | | (786) | | | (8.2) | % | | 93 | | | 4.2 | % | | (1,275) | | | (52.7) | % | | 231 | | | 9.1 | % | | 165 | | | 6.9 | % |
| Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials | | | | | | | | | | | | | | | | | 2 | | | | | 6 | | | | | — | | | | | 3 | | | | | 1 | | | | | 2 | | | |
| Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain | | | | | | | | | | | | | | | | | 2 | | | | | 8 | | | | | 3 | | | | | 1 | | | | | 2 | | | | | 2 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Profit (Loss) Attributable to Celanese Corporation | | | | | | | | | | | | | | | | | 210 | | | 9.0 | % | | (800) | | | (8.4) | % | | 90 | | | 4.1 | % | | (1,279) | | | (52.9) | % | | 228 | | | 9.0 | % | | 161 | | | 6.7 | % |
| Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 219 | | | 16.5 | % | | (964) | | | (17.9) | % | | 111 | | | 8.7 | % | | (1,330) | | | (96.1) | % | | 163 | | | 11.3 | % | | 92 | | | 7.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 93 | | | 9.0 | % | | 531 | | | 12.5 | % | | 87 | | | 9.3 | % | | 134 | | | 12.6 | % | | 151 | | | 13.5 | % | | 159 | | | 14.2 | % |
Other Activities(1) | | | | | | | | | | | | | | | | | (102) | | | | | (367) | | | | | (108) | | | | | (83) | | | | | (86) | | | | | (90) | | | |
| Total | | | | | | | | | | | | | | | | | 210 | | | 9.0 | % | | (800) | | | (8.4) | % | | 90 | | | 4.1 | % | | (1,279) | | | (52.9) | % | | 228 | | | 9.0 | % | | 161 | | | 6.7 | % |
| Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 32 | | | | | 109 | | | | | 32 | | | | | 35 | | | | | 25 | | | | | 17 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 2 | | | | | 132 | | | | | 42 | | | | | 44 | | | | | 43 | | | | | 3 | | | |
Other Activities(1) | | | | | | | | | | | | | | | | | 3 | | | | | 15 | | | | | 3 | | | | | 4 | | | | | 3 | | | | | 5 | | | |
| Total | | | | | | | | | | | | | | | | | 37 | | | | | 256 | | | | | 77 | | | | | 83 | | | | | 71 | | | | | 25 | | | |
| Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | — | | | | | 3 | | | | | 3 | | | | | — | | | | | — | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |
Other Activities(1) | | | | | | | | | | | | | | | | | 5 | | | | | 52 | | | | | 47 | | | | | 2 | | | | | 1 | | | | | 2 | | | |
| Total | | | | | | | | | | | | | | | | | 5 | | | | | 55 | | | | | 50 | | | | | 2 | | | | | 1 | | | | | 2 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Certain Items Attributable to Celanese Corporation (Table 8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | (31) | | | | | 1,572 | | | | | 37 | | | | | 1,495 | | | | | 25 | | | | | 15 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 36 | | | | | 32 | | | | | 17 | | | | | 9 | | | | | 1 | | | | | 5 | | | |
Other Activities(1) | | | | | | | | | | | | | | | | | 18 | | | | | 35 | | | | | (20) | | | | | 16 | | | | | 16 | | | | | 23 | | | |
| Total | | | | | | | | | | | | | | | | | 23 | | | | | 1,639 | | | | | 34 | | | | | 1,520 | | | | | 42 | | | | | 43 | | | |
Adjusted EBIT / Adjusted EBIT Margin | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 220 | | | 16.6 | % | | 720 | | | 13.4 | % | | 183 | | | 14.3 | % | | 200 | | | 14.5 | % | | 213 | | | 14.8 | % | | 124 | | | 9.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 131 | | | 12.6 | % | | 695 | | | 16.4 | % | | 146 | | | 15.5 | % | | 187 | | | 17.6 | % | | 195 | | | 17.5 | % | | 167 | | | 15.0 | % |
Other Activities(1) | | | | | | | | | | | | | | | | | (76) | | | | | (265) | | | | | (78) | | | | | (61) | | | | | (66) | | | | | (60) | | | |
| Total | | | | | | | | | | | | | | | | | 275 | | | 11.8 | % | | 1,150 | | | 12.0 | % | | 251 | | | 11.4 | % | | 326 | | | 13.5 | % | | 342 | | | 13.5 | % | | 231 | | | 9.7 | % |
___________________________
(1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
Table 2
Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | | | | | | | | | (In $ millions, except percentages) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and Amortization Expense(1) | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 104 | | | | | 441 | | | | | 105 | | | | | 115 | | | | | 112 | | | | | 109 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 63 | | | | | 252 | | | | | 64 | | | | | 63 | | | | | 64 | | | | | 61 | | | |
Other Activities(2) | | | | | | | | | | | | | | | | | 13 | | | | | 50 | | | | | 15 | | | | | 13 | | | | | 12 | | | | | 10 | | | |
| Total | | | | | | | | | | | | | | | | | 180 | | | | | 743 | | | | | 184 | | | | | 191 | | | | | 188 | | | | | 180 | | | |
| Operating EBITDA / Operating EBITDA Margin | | | | | | | | | | | | | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | | | 324 | | | 24.5 | % | | 1,161 | | | 21.5 | % | | 288 | | | 22.6 | % | | 315 | | | 22.8 | % | | 325 | | | 22.5 | % | | 233 | | | 18.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | | | 194 | | | 18.7 | % | | 947 | | | 22.4 | % | | 210 | | | 22.3 | % | | 250 | | | 23.6 | % | | 259 | | | 23.2 | % | | 228 | | | 20.4 | % |
Other Activities(2) | | | | | | | | | | | | | | | | | (63) | | | | | (215) | | | | | (63) | | | | | (48) | | | | | (54) | | | | | (50) | | | |
| Total | | | | | | | | | | | | | | | | | 455 | | | 19.5 | % | | 1,893 | | | 19.8 | % | | 435 | | | 19.7 | % | | 517 | | | 21.4 | % | | 530 | | | 20.9 | % | | 411 | | | 17.2 | % |
___________________________
(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.
(2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).
Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | | | | | | | | | | | per share | | | | per share | | | | per share | | | | per share | | | | per share | | | | per share |
| | | | | | | | | | | | | | | | | (In $ millions, except per share data) |
| Earnings (loss) from continuing operations attributable to Celanese Corporation | | | | | | | | | | | | | | | | | 45 | | | 0.41 | | | (1,144) | | | (10.44) | | | 25 | | | 0.23 | | | (1,357) | | | (12.39) | | | 207 | | | 1.89 | | | (19) | | | (0.17) | |
| Income tax provision (benefit) | | | | | | | | | | | | | | | | | 33 | | | | | (90) | | | | | (15) | | | | | (7) | | | | | (77) | | | | | 9 | | | |
| Earnings (loss) from continuing operations before tax | | | | | | | | | | | | | | | | | 78 | | | | | (1,234) | | | | | 10 | | | | | (1,364) | | | | | 130 | | | | | (10) | | | |
Certain Items attributable to Celanese Corporation (Table 8) | | | | | | | | | | | | | | | | | 23 | | | | | 1,639 | | | | | 34 | | | | | 1,520 | | | | | 42 | | | | | 43 | | | |
| Refinancing and related expenses | | | | | | | | | | | | | | — | | | | 68 | | | | | 36 | | | | | — | | | | | — | | | | | 32 | | | |
| Adjusted earnings (loss) from continuing operations before tax | | | | | | | | | | | | | | | | | 101 | | | | | 473 | | | | | 80 | | | | | 156 | | | | | 172 | | | | | 65 | | | |
Income tax (provision) benefit on adjusted earnings(1) | | | | | | | | | | | | | | | | | (8) | | | | | (36) | | | | | (6) | | | | | (9) | | | | | (15) | | | | | (6) | | | |
Adjusted earnings (loss) from continuing operations(2) | | | | | | | | | | | | | | | | | 93 | | | 0.85 | | | 437 | | | 3.98 | | | 74 | | | 0.67 | | | 147 | | | 1.34 | | | 157 | | | 1.43 | | | 59 | | | 0.54 | |
| | | | | | | | | | | | | | | | | Diluted shares (in millions)(3) |
| Weighted average shares outstanding | | | | | | | | | | | | | | | | | 109.7 | | | | | 109.5 | | | | | 109.6 | | | | | 109.6 | | | | | 109.5 | | | | | 109.4 | | | |
| Incremental shares attributable to equity awards | | | | | | | | | | | | | | | | | 0.3 | | | | | 0.2 | | | | | 0.2 | | | | | — | | | | | 0.2 | | | | | — | | | |
| Total diluted shares | | | | | | | | | | | | | | | | | 110.0 | | | | | 109.7 | | | | | 109.8 | | | | | 109.6 | | | | | 109.7 | | | | | 109.4 | | | |
______________________________(1)Calculated using adjusted effective tax rates (Table 3a) as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | | | | | | | | | |
| Adjusted effective tax rate | | | | | | | | | | | | | | | | | 8 | | | | | 8 | | | | | 8 | | | | | 6 | | | | | 9 | | | | | 9 | | | |
(2)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.
| | | | | | | | | | | | | | | | |
| | | | Actual Plan Asset Returns | | Expected Plan Asset Returns |
| | | | (In percentages) |
| 2025 | | | | 7.8 | | | 5.3 | |
| | | | | | |
(3)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
Table 3a
Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited
| | | | | | | | | | | | |
| Estimated | | Actual | |
| 2026 | | 2025 | |
| (In percentages) | |
| U.S. GAAP annual effective tax rate | 16 | | | 7 | | |
Discrete quarterly recognition of GAAP items(1) | (6) | | | 17 | | |
Tax impact of other charges and adjustments(2) | 1 | | | (12) | | |
| Utilization of foreign tax credits | (1) | | | — | | |
| | | | |
Changes in valuation allowances, excluding impact of other charges and adjustments(3) | (3) | | | (12) | | |
Other, includes effect of discrete current year transactions(4) | 1 | | | 8 | | |
| Adjusted tax rate | 8 | | | 8 | | |
______________________________
Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results.
(1)Such as changes in tax laws (including U.S. tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.
(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
(4)Includes tax impacts related to full-year actual tax opportunities and related costs, as well as current year realization of U.S. GAAP benefits deferred in prior years.
Table 4
Net Sales by Segment - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions) |
| Engineered Materials | | | | | | | | | 1,325 | | | 5,390 | | | 1,277 | | | 1,384 | | | 1,442 | | | 1,287 | |
| | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | 1,036 | | | 4,232 | | | 940 | | | 1,061 | | | 1,115 | | | 1,116 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Intersegment eliminations(1) | | | | | | | | | (24) | | | (78) | | | (13) | | | (26) | | | (25) | | | (14) | |
| Net sales | | | | | | | | | 2,337 | | | 9,544 | | | 2,204 | | | 2,419 | | | 2,532 | | | 2,389 | |
___________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended March 31, 2026 Compared to Three Months Ended December 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | | | | | | | | | | | |
| | (In percentages) | | | | | | | | | | | |
| Engineered Materials | 3 | | | — | | | 1 | | | | | 4 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | 8 | | | 1 | | | 1 | | | | | 10 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total Company | 5 | | | — | | | 1 | | | | | 6 | | | | | | | | | | | | |
Three Months Ended December 31, 2025 Compared to Three Months Ended September 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | | | | | | | | | | | |
| | (In percentages) | | | | | | | | | | | |
| Engineered Materials | (6) | | | (2) | | | — | | | | | (8) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | (10) | | | (1) | | | — | | | | | (11) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total Company | (7) | | | (2) | | | — | | | | | (9) | | | | | | | | | | | | |
Three Months Ended September 30, 2025 Compared to Three Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | | | | | | | | | | | |
| | (In percentages) | | | | | | | | | | | |
| Engineered Materials | (6) | | | 1 | | | 1 | | | | | (4) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | (2) | | | (4) | | | 1 | | | | | (5) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total Company | (4) | | | (1) | | | 1 | | | | | (4) | | | | | | | | | | | | |
Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | | | | | | | | | | | |
| | (In percentages) | | | | | | | | | | | |
| Engineered Materials | 9 | | | — | | | 3 | | | | | 12 | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Acetyl Chain | (1) | | | (2) | | | 3 | | | | | — | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total Company | 4 | | | (1) | | | 3 | | | | | 6 | | | | | | | | | | | | |
Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | — | | | 2 | | | (1) | | | | | 1 | | |
| | | | | | | | | | |
| Acetyl Chain | 3 | | | (1) | | | (1) | | | | | 1 | |
|
| | | | | | | | | | |
| Total Company | 2 | | | — | | | (1) | | | | | 1 | | |
Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | — | | | (1) | | | 4 | | | | | 3 | | |
| | | | | | | | | | |
| Acetyl Chain | (7) | | | (4) | | | 4 | | | | | (7) | | |
| | | | | | | | | | |
| Total Company | (3) | | | (3) | | | 4 | | | | | (2) | | |
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | (2) | | | — | | | 3 | | | | | 1 | | |
| | | | | | | | | | |
| Acetyl Chain | (10) | | | (7) | | | 2 | | | | | (15) | | |
| | | | | | | | | | |
| Total Company | (6) | | | (3) | | | 2 | | | | | (7) | | |
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | (8) | | | (1) | | | 2 | | | | | (7) | | |
| | | | | | | | | | |
| Acetyl Chain | (4) | | | (8) | | | 1 | | | | | (11) | | |
| | | | | | | | | | |
| Total Company | (6) | | | (4) | | | 1 | | | | | (9) | | |
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | (3) | | | (1) | | | 2 | | | | | (2) | | |
| | | | | | | | | | |
| Acetyl Chain | (2) | | | (7) | | | 2 | | | | | (7) | | |
| | | | | | | | | | |
| Total Company | (2) | | | (4) | | | 2 | | | | | (4) | | |
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | (4) | | | (2) | | | (1) | | | | | (7) | | |
| | | | | | | | | | |
| Acetyl Chain | (6) | | | (4) | | | (1) | | | | | (11) | | |
| | | | | | | | | | |
| Total Company | (5) | | | (3) | | | (1) | | | | | (9) | | |
Table 4c
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Volume | | Price | | Currency | | | | Total | |
| | (In percentages) | |
| Engineered Materials | (4) | | | (1) | | | 1 | | | | | (4) | | |
| | | | | | | | | | |
| Acetyl Chain | (6) | | | (6) | | | 1 | | | | | (11) | | |
| | | | | | | | | | |
| Total Company | (4) | | | (4) | | | 1 | | | | | (7) | | |
Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions, except percentages) |
| Net cash provided by (used in) investing activities | | | | | | | | | 425 | | | (349) | | | (104) | | | (59) | | | (88) | | | (98) | |
| Net cash provided by (used in) financing activities | | | | | | | | | (3) | | | (513) | | | (324) | | | (118) | | | (116) | | | 45 | |
| | | | | | | | | | | | | | | | | | | |
| Net cash provided by (used in) operating activities | | | | | | | | | 76 | | | 1,146 | | | 252 | | | 447 | | | 410 | | | 37 | |
| Capital expenditures on property, plant and equipment | | | | | | | | | (66) | | | (343) | | | (84) | | | (64) | | | (93) | | | (102) | |
| Contributions from/(Distributions) to NCI | | | | | | | | | (7) | | | (30) | | | (8) | | | (8) | | | (6) | | | (8) | |
Free cash flow(1) | | | | | | | | | 3 | | | 773 | | | 160 | | | 375 | | | 311 | | | (73) | |
| | | | | | | | | | | | | | | | | | | |
| Net sales | | | | | | | | | 2,337 | | | 9,544 | | | 2,204 | | | 2,419 | | | 2,532 | | | 2,389 | |
| | | | | | | | | | | | | | | | | | | |
| Free cash flow as % of Net sales | | | | | | | | | 0.1 | % | | 8.1 | % | | 7.3 | % | | 15.5 | % | | 12.3 | % | | (3.1) | % |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
______________________________
(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures.
Table 6
Cash Dividends Received - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions) |
| Dividends from equity method investments | | | | | | | | | 54 | | | 139 | | | 47 | | | 40 | | | 21 | | | 31 | |
| Dividends from equity investments without readily determinable fair values | | | | | | | | | 1 | | | 122 | | | 40 | | | 40 | | | 41 | | | 1 | |
| Total | | | | | | | | | 55 | | | 261 | | | 87 | | | 80 | | | 62 | | | 32 | |
Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 |
| | | | | | | | | (In $ millions) |
| Short-term borrowings and current installments of long-term debt - third party and affiliates | | | | | | | | | 1,741 | | | 1,204 | | | 1,204 | | | 1,199 | | | 252 | | | 406 | |
| Long-term debt, net of unamortized deferred financing costs | | | | | | | | | 10,813 | | | 11,394 | | | 11,394 | | | 11,655 | | | 12,689 | | | 12,378 | |
| Total debt | | | | | | | | | 12,554 | | | 12,598 | | | 12,598 | | | 12,854 | | | 12,941 | | | 12,784 | |
| Cash and cash equivalents | | | | | | | | | (1,758) | | | (1,263) | | | (1,263) | | | (1,440) | | | (1,173) | | | (951) | |
| Net debt | | | | | | | | | 10,796 | | | 11,335 | | | 11,335 | | | 11,414 | | | 11,768 | | | 11,833 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Table 8
Certain Items - Unaudited
The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Q1 '26 | | 2025 | | Q4 '25 | | Q3 '25 | | Q2 '25 | | Q1 '25 | | Income Statement Classification |
| | | | | | | | | (In $ millions) | | |
| Exit and shutdown costs | | | | | | | | | 44 | | | 98 | | | 29 | | | 10 | | | 27 | | | 32 | | | Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income |
| Asset impairments | | | | | | | | | — | | | 1,513 | | | 27 | | (1) | 1,486 | | (2) | — | | | — | | | Cost of sales / Other (charges) gains, net |
| Impact from plant incidents and natural disasters | | | | | | | | | 11 | | | 3 | | | — | | | — | | | — | | | 3 | | | Cost of sales |
| Mergers, acquisitions and dispositions | | | | | | | | | 15 | | | 52 | | | 23 | | | 12 | | | 12 | | | 5 | | | Cost of sales / SG&A |
| Actuarial (gain) loss on pension and postretirement plans | | | | | | | | | — | | | (49) | | | (49) | | | — | | | — | | | — | | | Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income |
| Legal settlements and commercial disputes | | | | | | | | | 3 | | | 17 | | | 1 | | | 11 | | | 2 | | | 3 | | | Cost of sales / SG&A / Other (charges) gains, net |
| | | | | | | | | | | | | | | | | | | | | |
| (Gain) loss on disposition of businesses and assets | | | | | | | | | (50) | | | — | | | — | | | — | | | — | | | — | | | Gain (loss) on disposition of businesses and assets, net |
| Other | | | | | | | | | — | | | 5 | | | 3 | | | 1 | | | 1 | | | — | | | Cost of sales / SG&A |
| Certain Items attributable to Celanese Corporation | | | | | | | | | 23 | | | 1,639 | | | 34 | | | 1,520 | | | 42 | | | 43 | | | |
___________________________
(1)Related to impairment of certain long-lived assets arising from unused parcels of property subsequently sold.
(2)Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from our annual goodwill and indefinite-lived intangible assets impairment tests.
Table 9
Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2025 |
| | | | | | | | | | | (In $ millions, except percentages) |
| Net earnings (loss) attributable to Celanese Corporation | | | | | | | | | | | (1,165) | |
| | | | | | | | | | | |
Adjusted EBIT (Table 1) | | | | | | | | | | | 1,150 | |
Adjusted effective tax rate (Table 3a) | | | | | | | | | | | 8 | % |
| Adjusted EBIT tax effected | | | | | | | | | | | 1,058 | |
| | | | | | | | | | | |
| | | | | | | 2025 | | 2024 | | Average |
| | | | | | | (In $ millions, except percentages) |
| Short-term borrowings and current installments of long-term debt - third parties and affiliates | | | | | | | 1,204 | | | 1,501 | | | 1,353 | |
| Long-term debt, net of unamortized deferred financing costs | | | | | | | 11,394 | | | 11,078 | | | 11,236 | |
| Celanese Corporation shareholders' equity | | | | | | | 4,049 | | | 5,129 | | | 4,589 | |
| Invested capital | | | | | | | | | | | 17,178 | |
| | | | | | | | | | | |
| Return on invested capital (adjusted) | | | | | | | | | | | 6.2 | % |
| | | | | | | | | | | |
| Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital | | | | | | | | | | | (6.8) | % |