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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________

Form 10-K

☑						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2024
December 31, 2025
OR
☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission File Number) 001-32410

CELANESE CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware						98-0420726
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

222 W. Las Colinas Blvd., Suite 900N

Irving, TX 75039-5421

(Address of Principal Executive Offices and zip code)

(972) 443-4000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	New York Stock Exchange
4.777% Senior Notes due 2026	CE /26A	New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	New York Stock Exchange
5.000% Senior Notes due 2031	CE /31	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, ~~2024~~2025 (the last business day of the registrants' most recently completed second fiscal quarter) was $146,~~686~~048,~~088~~316,~~441~~998.

The number of outstanding shares of the registrant's common stock, $0.0001 par value, as of February 1720, ~~2025~~2026 was 109,~~332~~571,~~326~~972.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's Definitive Proxy Statement relating to the ~~2025~~2026 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, are incorporated by reference into Part III.

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CELANESE CORPORATION

Form 10-K

For the Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements		3
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1715
Item 1B.	Unresolved Staff Comments	3029
Item 1C.	Cybersecurity	3029
Item 2.	Properties	3130
Item 3.	Legal Proceedings	3231
Item 4.	Mine Safety Disclosures	3231
	Information about our Executive Officers	3231
PART II
Item 5.	Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	3433
Item 6.	Reserved	3534
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3635
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5250
Item 8.	Financial Statements and Supplementary Data	5251
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5251
Item 9A.	Controls and Procedures	5251
Item 9B.	Other Information	5351
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5351
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5452
Item 11.	Executive Compensation	5452
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	5452
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5452
Item 14.	Principal Accounting Fees and Services	5452
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5553
Signatures		6158

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Special Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K ("Annual Report") or in other materials we have filed or will file with the Securities and Exchange Commission ("SEC"), and incorporated herein by reference, are forward-looking in nature as defined in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," "will" and similar expressions identify forward-looking statements, including statements that relate to such matters as ~~planned~~deleveraging ~~and~~efforts; ~~expected~~cash ~~capacity~~requirements ~~increases~~ and ~~utilization~~uses ~~rates~~of available cash; ~~anticipated~~financing ~~capital~~plans ~~spending;~~and ~~environmental~~financial ~~matters~~condition; ~~legal~~future ~~proceedings;~~revenues ~~sources~~and offinancial ~~raw~~performance; ~~materials~~global and ~~exposure~~regional toeconomic, ~~and~~political, ~~effects~~business ofand ~~hedging~~regulatory ofconditions; ~~raw~~legal ~~material~~proceedings; ~~and~~anticipated ~~energy~~restructuring, ~~costs~~divestiture, and ~~foreign~~consolidation ~~currencies~~activities; ~~interest~~cost ~~rate~~reduction ~~fluctuations;~~and ~~global~~control efforts and ~~regional economic~~targets, ~~political,~~integration ~~business~~ and ~~regulatory~~expected ~~conditions~~synergies of acquired businesses; expectations, strategies, and plans for individual assets and products, business segments, as well as for the whole Company; ~~cash~~planned ~~requirements~~ and ~~uses~~expected ofcapacity ~~available~~changes ~~cash~~and utilization rates; ~~financing~~environmental ~~plans~~matters; ~~deleveraging~~anticipated ~~efforts~~capital spending; ~~future~~sources ~~revenues~~of ~~and~~raw ~~financial~~materials ~~performance;~~and ~~pension~~exposure ~~expenses~~to, and ~~funding;~~effects ~~dividend~~of ~~policy;~~hedging ~~anticipated~~of ~~restructuring,~~raw ~~divestiture,~~material and ~~consolidation~~energy ~~activities~~costs and foreign currencies; interest rate fluctuations; dividend policy; planned construction or operation of facilities; ~~cost reduction~~ and ~~control~~pension ~~efforts~~expenses and ~~targets and integration and expected synergies of acquired businesses~~funding.

Forward-looking statements are not historical facts or guarantees of future performance but instead represent only our beliefs at the time the statements were made regarding future events, which are subject to significant risks, uncertainties, and other factors, many of which are outside of our control and certain of which are listed above. Any or all of the forward-looking statements included in this Annual Report and in any other materials incorporated by reference herein may turn out to be materially inaccurate. This can occur as a result of incorrect assumptions, in some cases based upon internal estimates and analyses of current market conditions and trends, management plans and strategies, economic conditions, or as a consequence of known or unknown risks and uncertainties. Many of the risks and uncertainties mentioned in this Annual Report, such as those discussed in Item 1A. Risk Factors, Item 3. Legal Proceedings and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations will be important in determining whether these forward-looking statements prove to be accurate. Consequently, neither our shareholders nor any other person should place undue reliance on our forward-looking statements and should recognize that actual results may differ materially from those anticipated by us.

All forward-looking statements made in this Annual Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Annual Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise. However, we may make further disclosures regarding future events, trends and uncertainties in our subsequent reports on Forms 10-K, 10-Q and 8-K to the extent required under the Exchange Act. The above cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed above or in Item 1A. Risk Factors, Item 3. Legal Proceedings and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations below, including factors unknown to us and factors known to us which we have determined not to be material, could also adversely affect us.

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Item 1. Business

Basis of Presentation

In this Annual Report on Form 10-K, the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms "Company," "we," "our" and "us" refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

Industry

This Annual Report on Form 10-K includes industry data obtained from industry publications and surveys, as well as our own internal company surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable.

Overview

We are a global chemical and specialty materials company. We are a global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.

Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.

Celanese's history began in 1918, the year that its predecessor company, The American Cellulose & Chemical Manufacturing Company, was incorporated. The company, which manufactured cellulose acetate, was founded by Swiss brothers Drs. Camille and Henri Dreyfus. The current Celanese was incorporated in 2004 under the laws of the State of Delaware and is a U.S.-based public company traded on the New York Stock Exchange under the ticker symbol CE.

Headquartered in Irving, Texas, our operations are primarily located in North America, Europe and Asia and consist of 5651 global production facilities and an additional 20 strategic affiliate production facilities. As of December 31, ~~2024~~2025, we employed 1211,~~163~~434 people worldwide.

Business Segment Overview

We operate principally through two business segments: Engineered Materials and the Acetyl Chain. See Business Segments in this Item 1. Business and Note 21 - Segment Information and Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.

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Business Segments

Engineered Materials

Products

Major End-UseApplications

Principal Competitors

Key Raw Materials

•Nylon compounds or formulations•High temperature nylons ("HTN")•Polyoxymethylene ("POM")•Polyethylene terephthalate ("PET")•Polybutylene terephthalate ("PBT")•Ultra-high molecular weight polyethylene ("UHMW-PE")•Long-chain polyamides ("LCPA")•Long-fiber reinforced thermoplastics ("LFRT")•Liquid crystal polymers ("LCP")•Thermoplastic elastomers ("TPE")•Thermoplastic vulcanizates ("TPV")•Polypropylene compounds or formulations•Polyphenylene sulfide ("PPS")•Ethylene vinyl acetate ("EVA") pharmaceutical grade copolymers•Ethylene acrylic elastomers ("EAE")

•Automotive•Medical•Industrial•Energy storage•Consumer electronics•Appliances•Construction•Filtration equipment•Telecommunications•Beverages•Electrical•Consumer apparel

•Anhui Jinhe Industrial Co., Ltd.•Ascend Performance Materials LLC•BASF SE•Daicel Corporation ("Daicel")•DOMO Chemicals•Kingfa Science and Technology•Korea Petrochemical Ind. Co, Ltd ("KPIC")•Envalior GmbH•SABIC Innovative Plastics•Solvay S.A.Other regional competitors:•Asahi Kasei Corporation•Braskem S.A.•Mitsubishi Gas Chemical Company, Inc.•Sumitomo Corporation•Teijin Limited•Toray Industries, Inc.

•HMD•Adipic acid•Formaldehyde•DMT•BDO•Ethylene•Fiberglass•Polypropylene•Acetic anhydride•Propylene•Ethylene propylene diene monomer•Base Oil•PA6•PA66•Para-dichlorobenzene•Diketene•TPEE•PTMEG•Flame Retardants•DDDA•PTA•Methyl acrylate•Precious metals•PET

Products

Major End-Use
Applications

•Ethylene acrylic elastomers ("EAE")

•Ethylene vinyl acetate ("EVA") pharmaceutical grade copolymers

•Liquid crystal polymers ("LCP")

•Long-fiber reinforced thermoplastics ("LFRT")

•Nylon compounds or formulations

•Polyoxymethylene ("POM")

•Polypropylene compounds or formulations

•Thermoplastic elastomers ("TPE")

•Thermoplastic polyesters

•Thermoplastic vulcanizates ("TPV")

•Ultra-high molecular weight polyethylene ("UHMW-PE")

•Appliances

•Automotive

•Construction

•Consumer apparel

•Consumer electronics

•Electrical

•Energy storage

•Filtration equipment

•Industrial

•Medical

•Telecommunications

•Overview

Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. The engineered materials business leverages our leading project pipeline model to more rapidly commercialize projects. Our unique approach is based on deep customer engagement to develop new projects that are aligned with our skill domains to address critical customer needs and ensure our success and growth.

Engineered Materials is a project-based business where growth is driven by increasing new project commercializations from the pipeline. Our project pipeline model leverages competitive advantages that include our global assets and resources, marketplace presence, broad materials portfolio and differentiated capabilities. Our global assets and resources are represented by our operations, including polymerization, compounding, research and development, and customer technology centers in all regions of the world, including ~~Belgium,~~ Brazil, Canada, China, Germany, India, Italy, Japan, Luxembourg, Mexico, Singapore, South Korea, Switzerland, Taiwan, the United Kingdom and the U.S., along with sites associated with our 17 strategic affiliates in China, Germany, Japan, Luxembourg, the Netherlands, Saudi Arabia, South Korea, United Kingdom and the U.S.

Our broad marketplace presence reflects our deep understanding of global and customer trends, including the growing global demand for more sophisticated vehicles, evolving environmental considerations, increased global connectivity, and improved health and wellness. These global trends drive a range of needed customer solutions, such as vehicle lightweighting, precise components, aesthetics and appearance, low emissions, heat resistance and low-friction for medical applications, that we are uniquely positioned to address with our materials portfolio. In addition, the opportunity pipeline process identifies a number of emerging trends early, enabling faster growth.

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uniquely positioned to address with our materials portfolio. In addition, the opportunity pipeline process identifies a number of emerging trends early, enabling faster growth.

Our materials portfolio offers differentiated chemical and physical properties that enable them to perform in a variety of conditions. These include enduring a wide range of temperatures, resisting adverse chemical interactions and withstanding deformation. Nylon compounds are used in a range of applications including automotive, consumer, electrical, electronic and industrial. These value-added applications in diverse end uses support the business' global growth objectives. POM, PBT and LFRT are used in a broad range of performance-demanding applications, including fuel system components, automotive safety systems, consumer electronics, appliances, industrial products and medical applications. UHMW-PE is used in battery separators, industrial products, filtration equipment, coatings and medical applications. Primary end uses for LCP are electrical applications or products and consumer electronics. Thermoplastic elastomers offer unique attributes for use in automotive, appliances, consumer goods, electrical, electronic and industrial applications.

We also have several differentiated polymer technologies designed for the utility industry, the oil and gas industry, original equipment manufacturers and companies that enhance supply chain efficiency. These include composite technologies for the utility industry that deliver greater reliability, capacity and performance for utility transmission lines.

Our differentiated capabilities are highlighted in our intimate and unique customer engagement which allows us to work across the entirety of our customers' value chain. For example, in the automotive industry we work with original equipment manufacturers as well as system and tier suppliers and injection molders in numerous areas, including polymer formulation and functionality, part and structural design, mold design, color development, part testing and part processing. This broad access allows us to create a demand pull for our solutions. This business segment also includes 17 strategic affiliates that complement our global reach, improve our ability to capture growth opportunities in emerging economies.

In November 2022, we acquired a majority of the Mobility & Materials business (the "M&M Business") of DuPont de Nemours, Inc. ("DuPont") pursuant to a definitive transaction agreement entered into in February 2022 by us, DuPont and an affiliate of DuPont (the "M&M Acquisition"). The M&M Acquisition was completed for a purchase price of $11.0 billion, subject to transaction adjustments. The M&M Business is a global producer of engineering thermoplastics and elastomers serving a variety of end-uses including automotive, electrical and electronics, consumer goods and industrial applications. The acquired M&M Business product portfolio includes numerous specialty materials with global leadership positions in nylons, specialty nylons polyesters and elastomers. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.5

InTable September 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of our food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.Contents

allows us to create a demand pull for our solutions. This business segment also includes 17 strategic affiliates that complement our global reach, improve our ability to capture growth opportunities in emerging economies.

•Key Products

~~Nylon~~Elastomers. ~~Our nylon products include Celanyl~~Vamac® ~~(PA 6~~EAE, PAour ~~6.6),~~elastomer ~~FRIANYL® (flame retardant PA 6~~brand, PAis ~~66,~~primarily ~~PPA~~used ~~compounds),~~in ~~ECOMID®~~variety ~~(recycled~~of ~~polyamide),~~demanding ~~Zytel®~~automotive ~~(PA~~applications, PAincluding 6,electric ~~PA 66, PA 610, PA 612), Zytel® HTN (PPA)~~ and ~~Zytel®~~hybrid ~~LCPA~~vehicle ~~and~~components. ~~are~~These ~~used~~materials incan ~~automotive,~~be ~~appliances,~~formulated ~~electrical, medical, industrial and consumer applications due~~ to ~~their~~provide ~~mechanical~~excellent ~~properties, dimensional stability, high impact~~ resistance, ~~resistance~~ to ~~organic~~extreme ~~solvents, high wear and fatigue resistance even at high~~ temperatures, and ~~easy processing and molding~~fluids.

VitalDose®. Our EVA copolymers, sold under the VitalDose® trademark, are an enabling technology used for controlled-release drugs, medical implants and combination devices, including drug-eluting implants, reliable controlled-release performance in subcutaneous and surgical implants, intravitreal and extraocular devices.

LCP. Vectra® and Zenite®, our LCP brands, are primarily used in electrical and electronics applications for precision parts with thin walls and complex shapes and applications requiring heat dissipation. They are also used in high heat cookware applications.

LFRT. Celstran®, our LFRT products, impart extra strength and stiffness, making them more suitable for larger parts than conventional thermoplastics. These products are used in automotive, transportation and industrial applications, such as instrument panels, consoles and front end modules. LFRTs meet a wide range of end-user requirements and are excellent candidates for metal replacement where they provide the required structural integrity with significant weight reduction, corrosion resistance and the potential to lower manufacturing costs.

Nylon. Our nylon products include Celanyl® (PA6, PA6.6), FRIANYL® (flame retardant PA6, PA66, PPA compounds), ECOMID® (recycled polyamide), Zytel® (PA, PA6, PA66, PA610, PA612), Zytel® high temperature nylons, (PPA) and Zytel® long-chain polyamides and are used in automotive, appliances, electrical, medical, industrial and consumer applications due to their mechanical properties, dimensional stability, high impact resistance, resistance to organic solvents, high wear and fatigue resistance even at high temperatures, and easy processing and molding.

POM. Commonly known as polyacetal in the chemical industry, POM is sold by our engineered materials business under the trademarks Celcon® and Hostaform®. POM is used for diverse end-use applications in the automotive, industrial, consumer and medical industries. These applications include mechanical parts in automotive fuel system components and window lift systems, water handling, conveyor belts, sprinkler systems, drug delivery systems and gears in large and small home appliances.

We continue to innovate and broaden the portfolio of Celcon® and Hostaform® in order to support the industry needs for higher performing polyacetal. We have expanded our portfolio to include products with higher impact resistance and stiffness, low emissions, improved wear resistance and enhanced appearance such as laser marking and metallic effects. Our sustainable polyacetal, POM ECO-B, allows customers to realize reduction in carbon dioxide emissions in their end-use products and advance toward their renewable content goals.

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Korea Engineering Plastics Co., Ltd., our 50%-owned strategic affiliate, manufactures POM and other engineering resins in the Asia-Pacific region. For further discussion, see Strategic Affiliates in this Item 1. Business.

National Methanol Company, our 25% -owned strategic affiliate, produces methanol which is a key feedstock for POM production. Its production facilities are located in Saudi Arabia. For further discussion, see Strategic Affiliates in this Item 1. Business.

The primary raw material for POM is formaldehyde, which is manufactured in-house from methanol. Raw materials are sourced from internal production and from third parties, generally through long-term contracts.

Polyesters. Our products include a series of thermoplastic polyesters including Celanex® PBT, Crastin® PBT and Thermx® PCT (polycyclohexylene-dimethylene terephthalate), as well as Rynite® PET, a polyester resin. These products are used in a wide variety of automotive, electrical, medical, industrial and consumer applications, including ignition system parts, radiator grilles, electrical switches, medical devices, insulation, photovoltaic panels, critical energy components, appliance and sensor housings, light emitting diodes and technical fibers.

UHMW-PE. GUR®, our UHMW-PE trademark, is a highly engineered thermoplastic designed for a variety of industrial, consumer and medical applications. Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes. Several specialty grades are also produced for applications in high performance filtration equipment, ballistic fibers, thermoplastic and elastomeric additives, as well as medical implants.

LFRT. Celstran® and Factor®, our LFRT products, impart extra strength and stiffness, making them more suitable for larger parts than conventional thermoplastics. These products are used in automotive, transportation and industrial applications, such as instrument panels, consoles and front end modules. LFRTs meet a wide range of end-user requirements and are excellent candidates for metal replacement where they provide the required structural integrity with significant weight reduction, corrosion resistance and the potential to lower manufacturing costs.

TPE. Forprene®, Sofprene® T, Laprene® and Hytrel®, our TPE brands, are primarily used in automotive, construction, appliances and consumer applications due to their ability to combine the advantages of both flexible and plastic materials. These materials are selected for their ability to stretch and return to their near original shape creating a longer life and better physical range than other materials.

TPV. SantopreneTM, DytronTM and GeolastTM, our TPV trademarks, are chemically cross-linked, high-performance materials which leverage a unique combination of engineering thermoplastic and elastomer properties. These products are used in future mobility, infrastructure, medical and sustainability applications.

Elastomers. Vamac® EAE, our elastomer brand, is primarily used in variety of demanding automotive applications, including electric and hybrid vehicle components. These materials can be formulated to provide excellent resistance to extreme temperatures and fluids.

Polypropylene. Our polypropylene products include Polifor® and Tecnoprene® and are primarily used in automotive, appliances, electrical and consumer applications due to their high impact and fatigue resistance, exceptional rigidity at high temperatures and an ability to withstand chemical agents.

~~VitalDose®~~TPE. ~~Our~~Sofprene® ~~ethylene~~T, ~~vinyl~~Laprene® ~~acetate~~and ~~("EVA")~~Hytrel®, ~~copolymers~~our TPE brands, ~~sold~~are ~~under~~primarily ~~the~~used ~~VitalDose®~~in ~~trademark~~automotive, ~~are~~construction, anappliances ~~enabling~~and ~~technology~~consumer ~~used~~applications ~~for~~due ~~controlled-release~~to ~~drugs,~~their ~~medical~~ability ~~implants~~to combine the advantages of both flexible and ~~combination~~plastic ~~devices,~~materials. ~~including~~These ~~drug-eluting~~materials ~~implants,~~are ~~reliable~~selected ~~controlled-release~~for ~~performance~~their inability ~~subcutaneous~~to stretch and ~~surgical~~return ~~implants,~~to ~~intravitreal~~their near original shape creating a longer life and ~~extraocular~~better ~~devices~~physical range than other materials.

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Polyesters. Our products include a series of thermoplastic polyesters including Celanex® Polybutylene terephthalate ("PBT"), Crastin® PBT and Thermx® polycyclohexylene-dimethylene terephthalate ("PCT"), as well as Rynite® polyethylene terephthalate ("PET"), a polyester resin. These products are used in a wide variety of automotive, electrical, medical, industrial and consumer applications, including ignition system parts, radiator grilles, electrical switches, medical devices, insulation, photovoltaic panels, critical energy components, appliance and sensor housings, light emitting diodes and technical fibers.

TPV. SantopreneTM and GeolastTM, our TPV trademarks, are chemically cross-linked, high-performance materials which leverage a unique combination of engineering thermoplastic and elastomer properties. These products are used in automotive, future mobility, infrastructure, medical and sustainability applications.

UHMW-PE. GUR®, our UHMW-PE trademark, is a highly engineered thermoplastic designed for a variety of industrial, consumer and medical applications. Primary applications for the material include lead acid battery separators, heavy machine components, lithium ion separator membranes, and noise and vibration dampening tapes. Several specialty grades are also produced for applications in high performance filtration equipment, thermoplastic and elastomeric additives, as well as medical implants.

•Customers

Engineered Materials' principal customers are original equipment manufacturers and their suppliers serving the automotive, medical, industrial and consumer industries. We utilize our customer options mapping process to collaborate with our customers to identify customized solutions that leverage our broad range of polymers and technical expertise. Our engineered materials business has long-standing relationships through multi-year and annual arrangements with many of its major customers and utilizes distribution partners to expand its customer base.

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Because Engineered Materials is a project-based business focused on solutions, the pricing of products in this segment is primarily based on the value-in-use and is generally independent of changes in the cost of raw materials. Therefore, in general, margins may expand or contract in response to changes in raw material costs.

See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.

Acetyl Chain

Products(1)

Major End-UseApplications

~~Principal Competitors~~

~~Key Raw Materials~~

•Acetic acid•Vinyl acetate monomer ("VAM")•Vinyl acetate ethylene ("VAE") emulsions•Conventional emulsions•Ethylene vinyl acetate ("EVA") resins and compounds•Low-density polyethylene resins ("LDPE")•Redispersible Powders ("RDP")•Acetic anhydride•Ethyl acetate•Formaldehyde•Butyl acetate•Acetate tow•Acetate flake

•Paints•Coatings•Adhesives•Textiles•Paper finishing•Flexible packaging•Lamination products•Pharmaceuticals•Films•Inks•Plasticizers•Solvents•Automotive parts•External thermal insulation composite systems•Tiling•Plasters and renders•Lubricants•Filtration•Food and beverage•Consumer goods•Food packaging

•Arkema•BASF SE•Cerdia•Chang Chun Petrochemical Co., Ltd.•Daicel•Dairen Chemical Corporation•Dow Inc.•Eastman Chemical Company•ExxonMobil Chemical•Huayi Chemical Co., Ltd.•INEOS•Jiangsu Sopo (Group) Co., Ltd.•Kuraray Co., Ltd.•LyondellBasell Industries N.V.•Nippon Gohsei•Showa Denko K.K.•Sipchem•Wacker Chemie AG

•Methanol•Carbon monoxide•Ethylene•Acetic acid•VAM•VAE emulsions•Conventional emulsions•Acrylate esters•Styrene•Polyvinyl alcohol•Wood pulp•Acetic anhydride

•Acetic acid•Acetic anhydride•Acetate flake•Acetate tow•Butyl acetate•Emulsion polymers •Ethyl acetate•Ethylene vinyl acetate ("EVA") resins and compounds•Formaldehyde•Redispersible powders ("RDP")•Vinyl acetate monomer ("VAM")

•Adhesives•Automotive parts•Coatings •Consumer goods•External thermal insulation composite systems•Films•Filtration•Flexible packaging•Food and beverage•Food packaging•Inks•Lamination products•Lubricants•Paints•Paper finishing•Pharmaceuticals•Plasticizers•Plasters and renders•Solvents•Textiles•Tiling

_____________________________

(1)Our globally-integrated value chain positions us to provide solutions with carbon capture content across all products in the Acetyl Chain as well as other methanol derived products like acetal copolymers, including POM.

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•Overview

The Acetyl Chain segment, which includes the integrated chain of ~~acetic~~acetyl ~~acid~~products, ~~VAM,~~acetate ~~acetic~~tow ~~anhydride~~business, ~~acetate esters,~~ emulsion polymers, EVA polymers, and redispersible powders, ~~and acetate tow businesses,~~ is active in every major global industrial sector and serves diverse consumer end-use applications. The Acetyl Chain operates as an integrated business with the breadth and flexibility to sell solutions across the segment and across global geographies utilizing various feedstocks. These solutions include traditional vinyl-based end uses, such as paints and coatings and adhesives, as well as other unique, high-value end uses including flexible packaging, thermal laminations, wire and cable, and compounds.

Our acetyl ~~chain~~products ~~business~~produce ~~produces~~ and ~~supplies~~supply ~~acetyl products, including~~ acetic acid, ~~VAM,~~ acetic anhydride and acetate esters and VAM. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. Our acetyl chain business also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products.

We have focused in recent years on enhancing our ability to drive incremental value through our global production network and productivity initiatives as well as proactively managing the acetyl chain business in response to trade flows and prevailing industry trends.

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Our Acetyl Chain segment has production sites in Belgium, Canada, China, Germany, Mexico, the Netherlands, Singapore, Sweden, Switzerland and the U.S. We are a global industry leader, with a broad acetyls product portfolio, leading technology, low cost production footprint and a global supply chain. We believe our production technology is among the lowest cost in the industry and provides us with global growth opportunities through low cost expansions and a cost advantage over our competitors. With decades of experience, advanced proprietary process technology and favorable capital and production costs, we are a leading global producer of acetic acid, VAM and VAE. AOPlus®3 technology extends our historical technology advantage in acetic acid and enables us to construct a world scale greenfield acetic acid facility at a lower capital cost than our competitors. Our VAntage®2 technology enables us to increase VAM capacity to meet growing customer demand globally with minimal investment. VAM produced by the acetyl chain business is a primary raw material for our emulsion polymers and EVA polymers businesses.

Our acetate tow business is a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications. We hold an approximately 30% ownership interest in three separate ventures in China that produce acetate flake and acetate tow. China National Tobacco Corporation, a Chinese state-owned tobacco entity, has been our venture partner for over three decades.

Our emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper. Our emulsion polymers products are sold under globally and regionally recognized brands including EcoVAE®, Mowilith®, Vinamul®, Celvolit®, Dur-O-Set®, Avicor®, Flexbond® and Resyn®.

Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of ~~LDPE~~low-density polyethylene resins. Sold under the Ateva® brand, these products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting.

Our RDP business is a leading global producer of redispersible polymer powders, sold under the Elotex® brand. The business consumes polymer emulsions which are converted into powdered thermoplastic resin materials. RDP products are used in a variety of applications in the mortar industry, including decorative mortar, exterior insulation and finish systems, gypsum-based materials, plaster and render, self-leveling floor systems, skim coat and tile adhesives.

•Key Products

Acetyl Products. Acetyl products include acetic acid, ~~VAM,~~ acetic anhydride, ~~and~~ acetate esters and VAM. Acetic acid is primarily used to manufacture VAM, purified terephthalic acid and other acetyl derivatives. VAM is used in a variety of adhesives, paints, films, coatings and textiles. Acetic anhydride is a raw material used in the production of cellulose acetate, detergents and pharmaceuticals. Acetate esters are used in solvents for ink formulations, surface coatings, adhesives and pharmaceutical industries. We manufacture acetic acid, VAM and acetic anhydride for our own use in producing downstream, value-added products, as well as for sale to third parties.

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Acetic acid and VAM leverage global supply and demand fundamentals. The principal raw materials in these products are carbon monoxide, methanol and ethylene. We generally purchase carbon monoxide under long-term contracts. We generally purchase methanol and ethylene under both annual and multi-year contracts. Methanol and ethylene are commodity products and generally available from a wide variety of sources, while carbon monoxide is typically purpose-made in close proximity.

We have a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui, in which we own a 50% interest, for the production of methanol at our integrated chemical plant in Clear Lake, Texas. The methanol unit utilizes natural gas in the U.S. Gulf Coast region as a feedstock. Almost all of our North American methanol needs are met from our share of the production, as well as the long-term contract we have with our joint venture partner, Mitsui.

InWe ~~December 2023,~~have ~~we began~~ carbon capture and utilization ("CCU") operations at our Clear Lake site as part of our Fairway joint venture. The unit is capable of capturing CO2 industrial emissions and producing low-carbon methanol which would help our global customers meet the growing demand for more sustainable and circular solutions. The products ~~will~~were be launched in 2025 under the ECO-CC name and beare supported through ~~third-party~~ mass balance tracking and life cycle assessment processes.

Solvents and Derivatives. We manufacture a variety of solvents, formaldehyde and other chemicals, which in turn are used in the manufacture of paints, coatings, adhesives and other products. Many solvents and derivatives products are derived from our production of acetic acid. Primary products are:

•Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives;

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•Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and

•Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.

~~Emulsion~~Acetate ~~Polymers.~~tow ~~Our~~and ~~emulsion~~acetate ~~polymers~~flake. ~~business~~Acetate ~~produces~~tow ~~conventional~~is ~~vinyl-~~a ~~and~~fiber ~~acrylate-based~~used ~~emulsions~~primarily ~~and~~in ~~VAE~~cigarette ~~emulsions~~filters. ~~VAE~~In ~~emulsions~~order ~~are~~to aproduce ~~key~~acetate ~~component~~tow, ofwe ~~water-based~~first ~~architectural~~produce ~~coatings,~~acetate ~~adhesives,~~flake ~~non-wovens,~~by ~~textiles,~~processing ~~glass~~wood ~~fiber~~pulp with acetic acid and ~~other~~acetic ~~applications~~anhydride. ~~VAE~~Wood ~~emulsions~~pulp ~~are~~generally incomes ~~high~~from ~~demand~~reforested intrees ~~Europe~~and is purchased externally from a variety of sources, and ~~Asia~~acetic asanhydride ~~they~~is ~~enable~~an ~~low~~intermediate ~~volatile~~chemical ~~organic~~that ~~compound~~we ~~paints,~~produce ~~specifically~~from acetic acid in ~~interior~~our ~~paints~~intermediate chemistry business. Acetate flake is then further processed into acetate tow.

Emulsion Polymers. Our emulsion polymers business produces conventional vinyl- and acrylate-based emulsions and vinyl acetate ethylene ("VAE") emulsions. VAE emulsions are a key component of water-based architectural coatings, adhesives, non-wovens, textiles, glass fiber and other applications. In addition, VAE emulsions enable low volatile organic compound paints, specifically in interior paints.

EVA Polymers. Our EVA polymers business produces low-density polyethylene, EVA resins and compounds. Low-density polyethylene is produced in high-pressure reactors from ethylene, while EVA resins and compounds are produced in high-pressure reactors from ethylene and VAM.

Redispersible Powders. Our RDP business uses a number of emulsions in manufacturing redispersible powders to meet requirements for various applications and formulated to fit our customers' needs for optimal production.

Acetate tow and acetate flake. Acetate tow is a fiber used primarily in cigarette filters. In order to produce acetate tow, we first produce acetate flake by processing wood pulp with acetic acid and acetic anhydride. Wood pulp generally comes from reforested trees and is purchased externally from a variety of sources, and acetic anhydride is an intermediate chemical that we produce from acetic acid in our intermediate chemistry business. Acetate flake is then further processed into acetate tow.

•Customers

Our acetyl chain business sells its products both directly to customers and through distributors. Acetic acid, ~~VAM,~~ acetate esters, ~~and~~ acetic anhydride and VAM are global businesses, and we generally supply our customers under a mix of short- and long-term agreements. Acetic acid, VAM and acetic anhydride customers produce intermediate chemicals and polymers used in water-based paints, adhesives, paper coatings, polyesters, film modifiers, pharmaceuticals, cellulose acetate and textiles. We have long-standing relationships with most of these customers. Solvents and derivatives are sold to a diverse group of regional and multinational customers under multi-year contracts and on the basis of long-standing relationships. Solvents and derivatives customers are primarily engaged in the production of paints, coatings and adhesives. We manufacture formaldehyde for our own use as well as for sale to a few regional customers.

Emulsion, RDP and EVA polymers products are sold to a diverse group of regional, family owned and multinational customers. Customers of our emulsion polymers and RDP business are manufacturers of water-based paints and coatings, adhesives, paper, building and construction products, glass fiber, non-wovens, textiles and premixed dry mortars. Customers of our EVA polymers business are engaged in the manufacture of a variety of products, including hot melt adhesives, automotive components, thermal laminations, and flexible and food packaging materials.

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Acetate tow is sold principally to the major tobacco companies that account for a majority of worldwide cigarette production. Many sales are conducted under contracts with pricing for one or more years. As a result, margins may expand or contract in response to changes in market conditions over these similar periods, and we may be unable to adjust pricing due to other factors, such as the intense level of competition in the industry.

Pricing of our products within the Acetyl Chain segment is influenced by industry utilization, changes in the cost of raw materials, sensitivity to demand and the value-in-use. Therefore, in general, there is a direct correlation between these factors and our net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw material costs over months or quarters and impacts profit margins over those periods.

See Note 22 - Revenue Recognition in the accompanying consolidated financial statements for further information.

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Other Activities

Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies. Our two wholly-owned captive insurance companies are a key component of our global risk management program, as well as a form of self-insurance for our liability, property and workers compensation risks. The captive insurance companies retain risk at levels approved by management and obtain reinsurance coverage from third parties to limit the net risk retained. Other Activities also includes the interest cost, expected return on assets and net actuarial gains and losses components of our net periodic benefit cost for our defined benefit pension plans and other postretirement plans, which are not allocated to our business segments. Ongoing merger, acquisition and integration related costs are also included in Other Activities.

Strategic Affiliates

Our strategic affiliates represent an important component of our strategy. During 2022, we acquired interests in several global strategic affiliates as part of the M&M Acquisition, described further below. In September 2023, we formed a food ingredients joint venture with Mitsui under the name Nutrinova, also described below.

We have a substantial portfolio of affiliates in various regions, including Asia-Pacific, Europe, North America and the Middle East. These affiliates have sizeable operations and are significant within their industries.

With shared characteristics such as products, applications and manufacturing technology, these strategic affiliates complement and extend our technology and specialty materials portfolio. We have historically entered into these investments to gain access to local demand, minimize costs and accelerate growth in areas we believe have significant future business potential.

Our strategic affiliates contribute substantial earnings and cash flows to us. During the year ended December 31, ~~2024~~2025, our equity method strategic affiliates generated combined sales of $21.29 billion, resulting in ~~our recording~~ $~~149~~78 million of equity in net earnings of affiliates and $~~130~~95 million of dividends.

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Our strategic affiliates as of December 31, ~~2024~~2025 are as follows:

Location of Headquarters

Ownership

Partner(s)

YearEntered

Equity Investments

Engineered Materials

National Methanol Company

Saudi Arabia

25 %

Saudi Basic Industries Corporation (50%);Duke Energy Arabian Ltd. (25%)

1981

Nutrinova Netherlands B.V.

Netherlands

30 %

Mitsui & Co., Ltd. (70%)

2023

Korea Engineering Plastics Co., Ltd.

South Korea

50 %

Mitsubishi Gas Chemical Company, Inc. (40%);Mitsubishi Corporation (10%)

1999

Fortron Industries, LLC

U.S.

50 %

Kureha America Inc. (50%)

1992

Toray Celanese Co., Ltd.

Japan

50 %

Toray (50%)

2022

DuBay Polymer GmbH

Germany

50 %

Lanxess AG (50%)

2022

Mylar Specialty Films UK Limited

United Kingdom

50 %

Teijin Limited (50%)

2022

Mylar Specialty Films Netherlands B.V.

Netherlands

50 %

Teijin Limited (50%)

2022

Mylar Specialty Films Luxembourg S.A.

Luxembourg

50 %

Teijin Limited (50%)

2022

Mylar Specialty Films U.S. Limited Partnership

U.S.

50 %

Teijin Limited (50%)

2022

Mylar Specialty Films Incorporated

U.S.

50 %

Teijin Limited (50%)

2022

Consolidated Investments

Engineered Materials

Mylar Specialty Films China Limited

China

51 %

Teijin Limited (49%)

2022

DuPont Teijin Hongji Films Ningbo Co. Ltd.

China

26 %

Teijin Limited (73.99%)

2022

Mylar Hongji Films Ningbo Co., Ltd.

China

26 %

Teijin Limited (73.99%)

2022

Mylar Hongji Films Foshan Co., Ltd.

China

26 %

Teijin Limited (73.99%)

2022

Mylar Hongji Films Foshan Co. Ltd.

China

26 %

Teijin Limited (73.99%)

2022

Celanese Filaments-Americas, LLC

U.S.

70 %

Xingda (30%)

2022

Celanese Filaments-Europe B.V.

Netherlands

70 %

Xingda (30%)

2022

Celanese Xingda Filaments Co., Ltd.

China

70 %

Xingda (30%)

2022

Acetyl Chain

Fairway Methanol LLC

U.S.

50 %

Mitsui & Co., Ltd. (50%)

2014

Equity Investments Without Readily Determinable Fair Value

Acetyl Chain

Kunming Cellulose Fibers Company, Limited

China

30 %

China National Tobacco Corporation (70%)

1993

Nantong Cellulose Fibers Company, Limited

China

31 %

China National Tobacco Corporation (69%)

1986

Zhuhai Cellulose Fibers Company, Limited

China

30 %

China National Tobacco Corporation (70%)

1993

National Methanol Company. National Methanol Company ("Ibn Sina") is one of the world's largest producers of methyl tertiary-butyl ether, a gasoline additive. Its production facilities are located in Saudi Arabia. Saudi Basic Industries Corporation ("SABIC") is responsible for all product marketing. Methanol is a key feedstock for POM production and is produced by our Ibn Sina affiliate which provides an economic hedge against raw material costs in our engineered materials business.

Nutrinova Netherlands B.V. Nutrinova Netherlands B.V. ("Nutrinova") is a producer of Sunett® acesulfame potassium (Ace-K) and Nutrinova® sorbates, which are used to improve the safety, shelf-life and taste of its customers' products including food and beverages, personal care, pet food, household cleaning products and pharmaceutical products.

Korea Engineering Plastics Co., Ltd. Korea Engineering Plastics Co., Ltd. ("KEPCO") is a leading producer of POM in South Korea. KEPCO has polyacetal production facilities in Ulsan, South Korea, compounding facilities for PBT and nylon in 11

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~~Pyongtaek,~~Korea ~~South~~Engineering Plastics Co., Ltd. Korea Engineering Plastics Co., ~~and~~Ltd. ~~participates~~("KEPCO") ~~with~~is ~~Mitsubishi~~a ~~Gas~~leading ~~Chemical~~producer ~~Company,~~of ~~Inc~~POM in South Korea. KEPCO has polyacetal production facilities in aUlsan, ~~world-scale~~South ~~POM~~Korea, ~~facility~~compounding facilities for PBT and nylon in ~~Nantong~~Pyongtaek, ~~China~~South Korea.

Fortron Industries, LLC. Fortron Industries, LLC ("Fortron") is a global producer of PPS, sold under the Fortron® brand, which is used in a wide variety of automotive and other applications, especially those requiring heat and/or chemical resistance. Fortron's facility is located in Wilmington, North Carolina. This venture combines our sales, marketing, distribution, compounding and manufacturing expertise with the PPS polymer technology expertise of Kureha America Inc.

Toray Celanese Co., Ltd. Toray Celanese Co., Ltd. manufactures Hytrel® for sale primarily in the Japanese market. Hytrel® is a versatile material with the ability to flex in multiple directions long after rubber would break. Its strength and durability, combined with its heat resilience and chemical resistance make it an essential ingredient in automotive and construction applications due to its ability to combine the advantages of both flexible and plastic materials.

DuBay Polymer GmbH. DuBay Polymer GmbH is a manufacturing joint venture with Lanxess AG for the production of PBT-based products.

Mylar Specialty Films. Mylar Specialty Films is a global producer of PET polyester films, which are used in a wide variety of end markets such as consumer, industrial, healthcare and electronics. Mylar® and Melinex® brand films, known for their wide range of performance capabilities, are used in a variety of applications.

Celanese Filaments. Celanese Filaments is a joint venture with Xingda for the production and sale of nylon and PBT-based filament products used in the personal care, construction and industrial end-markets.

Acetyl Chain strategic ventures. Our Acetyl Chain ventures generally fund their operations using operating cash flow and pay dividends based on each ventures' performance in the preceding year. In ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, we received cash dividends of $~~127~~121 million, $~~125~~127 million and $~~132~~125 million, respectively.

Although our ownership interest in each of our Acetyl Chain ventures exceeds 20%, we account for these investments at cost after considering observable price changes for similar instruments, minus impairment, if any, because we determined that we cannot exercise significant influence over these entities due to local government investment in and influence over these entities, limitations on our involvement in the day-to-day operations and the present inability of the entities to provide timely financial information prepared in accordance with generally accepted accounting principles in the United States of America. Further, these investments were determined not to have a readily determinable fair value.

Other Equity Method Investments

InfraServs. We hold indirect ownership interests in several German InfraServ Groups that own and develop industrial parks and provide various technical and administrative services to tenants. Our ownership interest in the equity investments in InfraServ affiliates are as follows:

			As of December 31, 2024
			As of December 31, 2025
			(In percentages)
InfraServ GmbH & Co. Gendorf KG			30
InfraServ GmbH & Co. Hoechst KG			31
Yncoris GmbH & Co. KG			22

Intellectual Property

We attach importance to protecting our intellectual property, including safeguarding our confidential information and through our patents, trademarks and copyrights, in order to preserve our investment in research and development, manufacturing and marketing. Patents may cover processes, equipment, products, intermediate products and product uses. We also seek to register trademarks as a means of protecting the brand names of our Company and products.

Patents. In most industrial countries, patent protection exists for new substances and formulations, as well as for certain unique applications and production processes. However, we do business in regions of the world where intellectual property protection may be limited and difficult to enforce.

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Confidential Information. We maintain stringent information security policies and procedures wherever we do business. Such information security policies and procedures include data encryption, controls over the disclosure and safekeeping of confidential information and trade secrets, as well as employee awareness training.

Trademarks. Amcel®, AOPlus®, Ateva®, Avicor®, Celanese®, Celanex®, Celanyl®, Celcon®, Celstran®, Celvolit®, Clarifoil®, Crastin®, Dur-O-Set®, Dytron®, ECOMID®, EcoVAE®, Elotex®, Factor®, Flexbond®, Forprene®, FRIANYL®, Fortron®, Geolast®, GHR®, GUR®, Hostaform®, Hytrel®, Laprene®, Melinex®, MetaLX®, ~~Micromax®,~~ Mowilith®, MT®, Mylar®, NILAMID®, Nylfor®, OmniLon®, Pibifor®, Pibiter®, Polifor®, Resyn®, Rynite®, Santoprene®, SlideX®, Sofprene®, Sofpur®, Talcoprene®, Tarnoform®, Tecnoprene®, TufCOR®, Tynex®, Vamac®, VAntage®, Vectra®, Vinac®, Vinamul®, VitalDose®, Zenite®, Zytel® and certain other branded products and services named in this document are registered or reserved trademarks or service marks owned or licensed by Celanese. The foregoing is not intended to be an exhaustive or comprehensive list of all registered or reserved trademarks and service marks owned or licensed by Celanese. Fortron® is a registered trademark of Fortron Industries LLC. Hostaform® is a registered trademark of Hoechst GmbH. Mowilith® and NILAMID® are registered trademarks of Celanese in most European countries.

We monitor competitive developments and defend against infringements on our intellectual property rights. Neither Celanese nor any particular business segment is materially dependent upon any one patent, trademark, copyright or trade secret.

Environmental and Other Regulation

Matters pertaining to environmental and other regulations are discussed in Item 1A. Risk Factors, as well as Note 2 - Summary of Accounting Policies, Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements.

We expect to incur approximately $20 million to $50 million in capital expenditures for environmental control measures in each of ~~2025~~2026 and ~~2026~~2027.

Climate Change

~~Climate change is a challenging issue.~~ The nature of our operations is energy and fossil fuel intensive. We have therefore invested in capital projects and other operational expenditures to increase energy efficiency, improve reliability, recover and reuse waste heat, and increase our purchase of renewable energy as well as more sustainable raw materials. These include a combined heat and power unit at our ~~Lanaken~~Bishop, ~~Belgium~~Texas facility, a waste-to-energy system in Nanjing, China, ~~using~~use of solar energy at our Clear Lake, Texas facility designed for use by us and our onsite industrial partners, and a carbon dioxide capture and conversion to methanol project at our Clear Lake, Texas facility.

We are focused on developing products to help our customers meet their sustainability goals. Examples include products for improving the sustainability of building and construction materials, adhesives, fiber coatings, flexible packaging, stretch fabrics, vehicle lightweighting and powering electric vehicles. We are also focused on making our own products from more sustainable sources, including increasing our product offerings using bio-mass balanced, carbon capture and utilization, and recycled feedstocks. We believe these capabilities, together with trends such as the automobile industry's commitment towards improved energy efficiency and clean energy, present market opportunities for us.

With the fourth quarter ~~2024~~of 2025 publication of our ~~2023-~~2024-2025 Sustainability Report, we have reported updated gross Scope 1 and Scope 2 greenhouse gas ("GHG") emissions for 2021, 2022, 2023, and ~~2023~~2024 using The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard, as a guide. ~~These emissions figures now include M&M facility manufacturing data.~~ Updated ~~2024~~2025 emissions figures were not available at the time of this Form 10-K filing. We have announced a Scope 1 and 2 GHG emissions reduction target described in our ~~2023-~~2024-2025 Sustainability Report, ~~integrated the M&M Business into our GHG measurement and reporting process,~~ obtained limited external assurance on our 2021-~~2023~~2024 environmental metrics, and are working to better understand where we can further reduce our GHG emissions sources.

For information on the risks we face related to climate change and other sustainability matters as well as, potential legislative and regulatory developments in this area that may increase our operating costs, potentially significantly, please see the risk factors in Item 1A. Risk Factors titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters," "Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for or significant restrictions on use and/or production of our products and raw materials" and "Our aspirations, ~~goals,~~ and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks." Climate-related regulatory risks are assessed as a part of our Enterprise Risk Management process. However, due to the level of uncertainty regarding what legislative or regulatory

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~~our Enterprise Risk Management process. However, due to the level of uncertainty regarding what legislative or regulatory~~ requirements may be enacted, it is not possible for us to estimate the impact of climate-related developments on our results of operations or financial condition.

Human Capital Resources

Workforce Composition

Our business is operated by a global workforce, with employees in the following key geographies:

			Employees as of December 31, 2024
			Employees as of December 31, 2025
North America
U.S.			43,~~085~~763
Other North America			~~863~~800
Total			4,~~948~~563
Europe
Germany			1,~~736~~641
Other Europe			2,~~469~~182
Total			43,~~205~~823
Asia
China			1,~~831~~890
Other Asia			1,~~058~~038
Total			2,~~889~~928
Rest of World			~~121~~120
Total			1211,~~163~~434

We believe that providing a workplace that promotes mutual respect and equal opportunity for all employees is critical to our success and to driving innovation and growth. To that end, we continue to make progress in our efforts to promote inclusion and equal opportunity in our Company. As part of this, we invest in initiatives in order to enhance our visibility to a broad pipeline of talent and broaden our candidate pool.

As of December 31, 2024:

•globally, women represent approximately 33% of our senior leadership team and 26% of our overall workforce; and

•in the U.S., people of color represent approximately 11% of our senior leadership team and 28% of our overall workforce.

The following shows our attrition rate for the year ended December 31, 2024:

	Attrition Rate
Employee Category
Global employees	9.1	%
Women (globally)	9.3	%
People of Color (U.S.)	10.8	%

Stewardship: Health, Safety and Environmental

We ~~focus~~prioritize onnot ~~more~~just ~~than the~~ occupational health and safety offor ~~our~~ employees, contractors, and ~~any~~ visitors, tobut ~~our~~also ~~sites.~~broad Westewardship ~~have~~addressing anprocess ~~expanded~~safety, ~~view~~fire, and ~~measurement~~environmental ofevents ~~"Stewardship"~~ that ~~includes~~may ~~process~~affect ~~safety~~our operations or communities. Our core principles commit us to safeguarding our workforce, environment, and ~~environmental~~the ~~events~~communities ~~since~~where ~~these~~we operate.

15We employ a combination of leading and lagging indicators to evaluate the Stewardship performance of our operations. For occupational health and safety, lagging indicators such as Total Recordable Incident Rate (TRIR) and Lost Time Incident Rate (LTIR) are calculated based on the number of incidents per 200,000 work hours for both employees and contractors. In process safety, we adhere to industry standards, utilizing API RP 754 Tier 1 and Tier 2 events to monitor incident count, rate, and severity. Our criteria for tracking environmental releases include consideration of community impact and mandatory notifications to regulatory authorities outside of routine communications. For fire-related events, we focus on identifying adverse operational impacts to support continuous improvement and the implementation of additional safeguards. Examples of stewardship leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems.

For the year ended December 31, 2025, we had a TRIR of 0.10 and an LTIR of 0.03. These rates continue to be among the top of world-class safety performance as compared to our industry peers. We remain committed to the value we have established for safety.

In 2025, we recorded 10 Tier 1 and Tier 2 process safety incidents, 3 Tier 1 and Tier 2 environmental incidents, and 3 fire incidents. Additional loss of containment events and safety system challenges are tracked as Tier 3 indicators. By expanding our tracking of these indicators, we can identify and address emerging issues. We focused on improving hazard identification and risk assessment, integrating these beyond process safety. Efforts continue to strengthen stewardship management systems and foster a culture where all employees understand their responsibilities—ensuring everyone returns home safely each day.

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incidents may have an impact on our communities. Our Stewardship values and guiding principles are centered on a commitment to do no harm to our workforce, environment, people or communities.

Achieving and maintaining stewardship excellence is a process of continuous improvement. Our values include a commitment to the health and safety of our employees, contractors, communities and the environment.

We utilize a mixture of leading and lagging indicators to assess the Stewardship performance of our operations. Lagging indicators for occupational health and safety include Total Recordable Incident Rate ("TRIR") and Lost Time Incident Rate ("LTIR") based upon the number of incidents per 200,000 work hours of both employees and contractors. Process Safety lagging indicators follow the industry standard from API RP 754 for Tier 1 and Tier 2 events for incident count, rate, and severity. In 2023, the criteria for tracking release to the environment was enhanced to a criteria that includes impact to the community and notification to a regulatory authority outside of routine communications.

Examples of Stewardship Tier 3 leading indicators include reporting and resolution of near miss events and high potential events, losses of primary containment releases and challenges to process safety systems.

For the year ended December 31, 2024, we had a TRIR of 0.15 and an LTIR of 0.02. These rates continue to reflect world class safety performance as compared to our industry peers. We remain committed to the value we have established for safety.

Rounding out our Stewardship performance in 2024, we had 12 Tier 1 and Tier 2 process safety incidents and 5 environmental incidents. Any other loss of primary containment incidents, challenges to pressure relief systems, safety instrumented systems and safe operating limits are tracked as Tier 3 leading indicators. Our expanded tracking of leading indicator events helps identify potential emerging deficiencies that enables us to take continuous improvement actions. For example, we concentrated heavily on improving our hazard identification and risk assessment and migration systems, which included expanding these concepts beyond process safety. We are also working to strengthen and fully integrate our stewardship management systems and developing new ways to establish and maintain an effective stewardship culture in a changing and evolving world around us so that all members of our workforce understand and act on their responsibilities seriously, leaders lead, and the entire workforce is fully involved and engaged. We continue to strive to create a workplace where every worker can return home safely every day.

Talent Development

We are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership. Our Talent Management strategies provide a consistent and efficient approach to how we acquire talent, manage performance, develop bench strength, support development and help employees reach their fullest potential.

We have a structured approach to reviewing talent with management, as well as with the Board of Directors. This includes discussions of employee development, executive succession, talent pipelines and workforce planning requirements. We regularly report to the Board of Directors on talent management strategies across functional areas, and annually review executive succession with the Board of Directors.

Available Information — Securities and Exchange Commission ("SEC") Filings and Corporate Governance Materials

We make available free of charge, through the investor portion of our internet website (http://investors.celanese.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as ownership reports on Form 3 and Form 4, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. References to our website in this report are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this report or incorporated into any other filings we make with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Celanese Corporation, that electronically file with the SEC at http://www.sec.gov.

We also make available free of charge, through our website, our Corporate Governance Guidelines of our Board of Directors and the charters of each of the standing committees of our Board of Directors.

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Item 1A. Risk Factors

The following risks could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock or outstanding senior notes could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Additionally, ~~some~~the ofdisclosures ~~the~~in ~~factors,~~this ~~events,~~section reflect our beliefs and ~~contingencies~~opinions ~~discussed~~as ~~below~~to ~~may~~factors ~~have~~that ~~occurred~~could materially and adversely affect us in the ~~past,~~future. ~~and~~References ~~the~~to ~~disclosures~~past ~~below~~events are ~~not~~provided ~~representations~~by asway toof ~~whether~~example oronly ~~not~~and ~~the~~are ~~factors,~~not ~~events~~intended orto ~~contingencies~~be ~~have~~a ~~occurred~~complete inlisting ~~the~~or ~~past,~~a ~~but~~representation ~~are~~as ~~provided~~to ~~because~~whether ~~future~~or ~~occurrences~~not of such factors, ~~events,~~have occurred in the past or ~~contingencies~~their ~~could~~likelihood ~~have~~of aoccurring ~~material~~in ~~adverse~~the ~~effect~~future. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this Form 10-K, including in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and the accompanying consolidated financial statements and notes thereto.

Risks Related to Business and Industry Conditions

We are exposed to general economic, political and regulatory conditions and risks in the countries in which we have operations and customers.

We operate globally and have customers in many countries. Our major facilities are primarily located in North America, Europe and Asia, and we hold interests in affiliates that operate in the United States ("U.S."), Germany, China, Japan, South Korea and Saudi Arabia. Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world ~~market~~index prices. Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including demand declines, declines in consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, instability in credit markets, volatile exchange rates and other challenges such as the changing regulatory environment.

Our operations are also subject to global political conditions, which may be subject to heightened uncertainty. asFor aexample, ~~result~~any offuture changes into ~~governmental~~laws ~~administration~~or ~~in the jurisdictions in which we operate and elsewhere. For example~~regulations, ~~any future~~ withdrawal or renegotiation of treaties or trade agreements, ~~or the~~ failure to reach agreement over trade ~~agreements~~matters, or the imposition of new or increased tariffs, including, but not limited to, anti-dumping and countervailing duties, on our products or raw materials, or ~~the~~ more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy. In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss. Furthermore, in certain cases where we benefit from local government subsidies or other undertakings, such benefits are subject to the solvency of local government entities and are subject to termination without meaningful recourse or remedies.

We have invested significant resources in China and other Asian countries. This region's growth may continue to slow, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted.15

In addition, we have significant operations and financial relationships based in Europe. Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 31% of our Net sales in 2024. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.

We are subject to risks associated with the volatility in the prices and availability of key raw materials and energy, which could have a significant adverse effect on the margins of our products and our financial results.

We are exposed to volatility in the prices of our raw materials and energy. We purchase significant amounts of ethylene, methanol, carbon monoxide and natural gas from third parties primarily for use in our production of basic chemicals in our intermediate chemistry business, principally acetic acid, VAM and formaldehyde. We use a portion of our output of these chemicals, in turn, as inputs in the production of downstream products in all of our business segments. We also purchase some of these raw materials for use in our emulsion polymers and EVA polymer businesses, primarily for vinyl acetate ethylene emulsions and ethylene vinyl acetate production, as well as significant amounts of wood pulp for use in our production of

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~~acetate~~for ~~tow~~loss. WeFurthermore, ~~also~~in ~~procure~~certain ~~polymers,~~cases ~~rubber~~where ~~and~~we ~~polypropylene~~benefit ~~for~~from ~~use~~local ingovernment ~~production~~subsidies ofor ~~engineered~~other ~~materials~~undertakings, ~~and~~such ~~other~~benefits ~~raw~~are ~~materials~~subject asto ~~additives~~the tosolvency ~~our~~of ~~products~~local ~~including~~government ~~fiberglass,~~entities ~~flame~~and ~~retardant~~are ~~materials~~subject ~~and~~to ~~other~~termination ~~compounding~~without ~~components~~meaningful recourse or remedies.

We have invested significant resources in China and other Asian countries. This region's growth may not be as anticipated, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted.

In addition, we have significant operations and financial relationships based in Europe. Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 35% of our Net sales in 2025. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors.

From time to time, we provide guidance regarding our expected financial performance, which may take the foregoing and other factors into account. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate. If our guidance varies from actual results, the market value of our common stock could decline significantly.

The prices and availability of many of these items are dependent on supply and logistics considerations. Prices can increase significantly as a result of uncertainties associated with inflationary pressures, transportation or logistics disruptions, weather, natural disasters, epidemics, pandemics, the effects of climate change or political instability, plant or production disruptions, war or conflicts, strikes or other labor unrest, breakdown or degradation of transportation infrastructure used in the delivery of raw materials and energy commodities, terrorist activities, civil unrest, or changes in laws, regulations, or tariffs in any of the countries in which we have significant suppliers. In particular, to the extent of our vertical integration in the production of chemicals, shortages in the availability of raw material chemicals, such as natural gas, ethylene and methanol or the loss of our dedicated supplies of carbon monoxide, may have an increased adverse impact on us as it can cause a shortage in intermediate and finished products. Such shortages would adversely impact our ability to produce certain products and increase our costs resulting in reduced margins and adverse impacts to our financial results.

Like many companies, in recent years, we have experienced significant supply disruptions and increased costs of inputs. These trends have impacted, and may in the future impact, our operating costs. We have previously undertaken efforts to offset these costs through pricing actions, alternative supply arrangements, and hedging strategies, however, these have not eliminated all exposure to inflationary pressure. We cannot always successfully pass increased costs to customers, and even where we are successful, increased prices have led to and could lead to reduced demand for our products or could result in competitive disadvantages.

Although we generally have long-term supply agreements, multi-year purchasing and sales agreements and forward purchase contracts providing for the supply of ethylene, methanol, carbon monoxide, wood pulp, hexamethylene diamine, PA66, PBT, ethanol, natural gas, fuel oil, and electricity, the contractual prices for these raw materials and energy can vary with economic conditions and may be highly volatile. In addition to the factors noted above that may impact supply or price, factors that have caused volatility in our raw material prices in the past and which may do so in the future include:

•Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses;

•Capacity constraints, e.g., due to construction delays, labor disruption, government-imposed work or travel restrictions, involuntary shutdowns or turnarounds;

•A supplier's inability to meet our delivery orders, a supplier's decision not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;

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•The general level of business, economic and industry activity; and

•The direct or indirect effect of governmental regulation (including the impact of government regulation relating to duties (e.g., tariffs) or other trade barriers, power usage, climate change or regulation of production and transport of certain chemicals).

If we are not able to fully offset the effects of higher energy and raw material costs through price increases, productivity improvements or cost reduction programs, or if such commodities become unavailable, it could have a significant adverse effect on our ability to timely and profitably manufacture and deliver our products resulting in reduced margins, lost sales and adverse impacts to our financial results.

We have a practice of maintaining, when available, multiple sources of supply for raw materials and services. However, some of our individual plants may have single sources of supply for some of their raw materials, such as carbon monoxide, steam and ethylene, or site services. Almost all of our supply of methanol in North America is currently obtained from our Fairway joint venture with Mitsui, in which we own a 50% interest, for the production of methanol at our integrated chemical plant in Clear Lake, Texas. Although we have been able to obtain sufficient supplies of raw materials and services, there can be no assurance that unforeseen developments will not affect our ability to source raw materials or services in the future. Even if we have multiple sources of supply for a raw material or a service, there can be no assurance that these sources can make up for the loss of a major supplier. Furthermore, if any sole source or major supplier were unable or unwilling to deliver a raw material or a service for an extended period of time, we may not be able to find an acceptable alternative or any such alternative could result in increased costs. It is also possible that profitability would be adversely affected if we were required to qualify additional sources of supply for a raw material or a service to our specifications in the event of the loss of a sole source or major supplier.

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Risks Related to Our Global Operations and Our Strategy

Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands.

A disruption in production at one or more of our manufacturing facilities, or those of our suppliers, could have a material adverse effect on our business. Disruptions or interruptions of operations could occur for many reasons, including fire, flood, hurricanes, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises, disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism, accidents, interruptions in sources of raw materials, cybersecurity incidents, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East), other catastrophic events, or other unforeseen events or delays in construction or operation of facilities. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance.

We have experienced disruptions of the type described above in recent years. For example, in 2024, concurrent outages by two of our suppliers of critical raw materials for production of acetic acid and subsequent production of VAM at our U.S. gulf coast sites led to the declaration of force majeure for these products sold in the Western Hemisphere. Additionally, we proactively and temporarily shut down one or more of our Texas production facilities during Winter Storm Uri in February 2021 and Hurricane Laura in August 2020, each of which instances resulted in lost sales and impacted our financial results for the relevant quarter.

If one of our key manufacturing facilities is unable to produce our products for an extended period of time, our sales may be reduced by the shortfall caused by the disruption and we may not be able to meet our customers' needs, which could cause them to seek other suppliers. In particular, production disruptions at our manufacturing facilities that produce chemicals used as inputs in the production of chemicals in other business segments, such as acetic acid, VAM and formaldehyde, had in the past and could have a more significant adverse effect on our business and financial performance and results of operations to the extent of such vertical integration. Furthermore, to the extent a production disruption occurs at a manufacturing facility that has been operating at or near full capacity, the resulting shortage of our product could be particularly harmful because production at such manufacturing facility may not be able to reach levels achieved prior to the disruption.

We may continue to experience difficulties orand delays achieving the intended benefits from acquiring the M&M Business.

In November 2022, we completed the acquisition of the Mobility & Materials business ("M&M Business") of DuPont de Nemours, Inc. (the "M&M Acquisition"). Since closing, we have actively worked, and continue to actively work, to integrate the M&M Business and its systems into our own and improve the performance of the M&M Business. The benefits of the M&M Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. Since closing we have also worked, and continue to actively work, to integrate the M&M Business and its systems into our own. For example, in February 2024 we incorporated the M&M Business into the new enterprise resource planning ("ERP") system used by the Company. As we work to further integrate technology, information and ERP systems, financial reporting and commercial activities, it is possible that we may encounter unanticipated delays, costs or inefficiencies in connection with our continuing efforts to integrate the M&M Business.

If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize in the amounts or on the timing we expect, or if we are not as successful as we plan at aligning our and the M&M Business's practices and operations, then our business, financial performance and operating results could be adversely affected.17

Failure to develop new products and production technologies, or to implement productivity and cost reduction initiatives successfully, may harm our competitive position.

Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies. If we are unsuccessful in developing new products, applications and improved production processes in the future, including failing to leverage our opportunity pipeline in our Engineered Materials segment, our competitive position and operating results may be negatively affected. However, as we invest in new technology, we face the risk of unanticipated operational or commercialization difficulties, including an inability to obtain necessary permits or governmental approvals, the development of competing technologies, failure of facilities or processes to operate in accordance with specifications or expectations, construction delays, cost overruns, the unavailability of financing, required materials or equipment and various other factors. Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings. These initiatives, which

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~~may~~If bethe ~~limited~~potential orfinancial ~~offset~~and ~~by,~~other ~~among~~benefits ~~other~~and ~~things,~~synergies ~~contractual~~of ~~obligations,~~the ~~may~~M&M ~~not~~Business begoing ~~completed~~forward ordo ~~beneficial~~not ormaterialize ~~the~~then ~~estimated~~our ~~cost~~business, ~~savings~~financial ~~from~~performance ~~such~~and ~~activities~~operating ~~may~~results ~~not~~could be ~~realized~~adversely affected.

We have recognized goodwill and indefinite-lived intangible asset impairment losses and may be required to recognize goodwill and indefinite-lived intangible asset impairment losses in the future.

As of December 31, 2025, the Company has $4.2 billion of goodwill and $1.2 billion of indefinite-lived intangible assets recorded on its balance sheet. We test goodwill and indefinite-lived intangibles for impairment at least annually and more frequently if the Company believes indicators of impairment exist. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management's best estimates.

The goodwill and indefinite-lived intangible asset impairment analyses are sensitive to changes in key assumptions used, such as discount rate, revenue growth rate, tax rate, cash flow projections and terminal value rate. Such key assumptions may be adversely impacted by significant negative industry or economic trends and forecasts, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of our business, divestitures, or further decline to market capitalization. Changes in market conditions or key assumptions made in future quantitative tests could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of an impairment loss. Because of the significance of our goodwill and indefinite-lived intangible assets, any future impairment of these assets could require material noncash impairment losses, which also could be material to our statements of operations.

During the year ended December 31, 2025, we recognized a noncash goodwill impairment loss of $1.1 billion in our Engineered Materials segment. In addition, we recognized noncash impairment losses of $346 million for the year ended December 31, 2025 related to certain trade names, primarily Zytel®, included in the Engineered Materials segment. See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.

There can be no assurance that future events or conditions may not result in additional impairment losses in our engineered materials reporting unit or impairment losses to any of our other reporting units' goodwill or to any of our indefinite-lived intangible or long-lived assets.

Failure to develop new products, product applications, and production technologies may harm our competitive position.

We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to meet certain quality specifications.

Our products provide important performance attributes to our customers' products. IfIn the event that one of our products fails to perform in a manner consistent with applicable quality specifications, customers have previously sought and a customer could in the future seek replacement of the product or damages for costs incurred as a result of the product failing to perform as specified. A successful claim or series of claims against us could have a material adverse effect on our reputation, financial condition and results of operations and could result in a loss of one or more key customers.

Our production facilities, including facilities we own and/or operate and operations at our facilities owned and/or operated by third parties, handle the processing of some volatile and hazardous materials that subject us to operating and other risks that could have a negative effect on our operating results.

Although we take precautions to enhance the safety of, and minimize the disruption to, our operations and operations at our facilities owned and/or operated by third parties, we are subject to operating and other risks associated with chemical manufacturing, including the storage and transportation of raw materials, finished products and waste. These risks include, among other things, pipeline and storage tank leaks and ruptures, explosions and fires and discharges or releases of toxic or hazardous substances. In addition, we may have limited control over operations at our facilities owned and/or operated by third parties or such operations may not be fully integrated into our safety programs.

These operating and other risks can cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties. The occurrence of any of these events may disrupt production and have a negative effect on the productivity and profitability of a particular manufacturing facility, our operating results and cash flows.18

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These operating and other risks have previously caused and could in the future cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties. The occurrence of any of these events may disrupt production and have a negative effect on the productivity and profitability of a particular manufacturing facility, our operating results and cash flows.

Our future success depends in part on our ability to protect our intellectual property rights and our rights to use our intellectual property. Our inability to protect and enforce these rights could reduce our ability to maintain our industry position and our profit margins.

We rely on our patents, trademarks, copyrights, know-how and trade secrets, and patents and other technology licensed from third parties, to protect our investment in research and development and our competitive commercial positions in manufacturing and marketing our products. We have adopted internal policies and practices for protecting our know-how and trade secrets. In addition, our practice is to seek patent or trade secret protection for significant developments that provide us competitive advantages and freedom to practice for our businesses. Patents may cover catalysts, processes, products, intermediate products and product uses. These patents are usually filed in strategic countries throughout the world and provide varying periods and scopes of protection based on the filing date and the type of patent application. The legal life and scope of protection provided by a patent may vary among those countries in which we seek protection. As patents expire, the catalysts, processes, products, intermediate products and product uses described and claimed in those patents generally may become available for use by the public subject to our continued protection for associated know-how and trade secrets. We also monitor intellectual property of others, especially patents that could impact our rights to commercially implement research and development, our rights to manufacture and market our products, and our rights to use know-how and trade secrets. We will not intentionally infringe upon the valid intellectual property rights of others, and we will continue to assess and take actions as necessary to protect our positions. We also seek to register trademarks as a means of protecting the brand names of our products, which brand names become more important once the corresponding product or process patents have expired. We operate in regions of the world where intellectual property protection may be limited and difficult to enforce and our continued growth strategy may result in us seeking intellectual property protection in additional regions with similar challenges. We also monitor the trademarks of others and take action when our trademark rights are being infringed upon. If we are not successful in protecting or maintaining our patent, license, trademark or other intellectual property rights, or protecting our rights to commercially make, market and sell our products, our net sales, results of operations and cash flows may be adversely affected.

We have recognized goodwill and indefinite-lived intangible asset impairment losses and may be required to recognize goodwill and indefinite-lived intangible asset impairment losses in the future.

At December 31, 2024, the Company has $5.4 billion of goodwill and $1.5 billion of indefinite-lived intangible assets recorded on its balance sheet. We test goodwill and indefinite-lived intangibles for impairment at least annually and more frequently if

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the Company believes indicators of impairment exist. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management's best estimates.

The goodwill and indefinite-lived intangible asset impairment analyses are sensitive to changes in key assumptions used, such as discount rate, revenue growth rate, tax rate, cash flow projections and terminal value rate. Such key assumptions may be adversely impacted by significant negative industry or economic trends and forecasts, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of our business, divestitures, or market capitalization declines. Changes in market conditions or key assumptions made in future quantitative tests could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of an impairment charge. Because of the significance of our goodwill and indefinite-lived intangible assets, any future impairment of these assets could require material noncash impairment losses, which also could be material to our statements of operations.

During the three months ended December 31, 2024, we recognized a non-cash goodwill impairment loss of $1.5 billion in our Engineered Materials segment. Additionally, we recognized aggregate non-cash impairment losses of $117 million for the year ended December 31, 2024 related to certain trade names, primarily Zytel®, included in the Engineered Materials segment. See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.

There can be no assurance that future events or conditions may not result in additional impairments in our engineered materials reporting unit or impairment to any of our other reporting units' goodwill or to any of our indefinite-lived intangible or long-lived assets.

Our business is exposed to risks associated with the creditworthiness of our suppliers, customers and business partners and the industries in which our suppliers, customers and business partners participate are cyclical in nature, both of which may adversely affect our business and results of operations.

Our business is exposed to risks associated with the creditworthiness of our key suppliers, customers and business partners and reductions in demand for our customers' products. These risks include the interruption of production at the facilities of our customers, the reduction, delay or cancellation of customer orders, delays in or the inability of customers to obtain financing to purchase our products, delays in or interruptions of the supply of raw materials we purchase and bankruptcy of customers, suppliers or other creditors. Furthermore, some of the industries in which our end-use customers participate, such as the automotive, electrical, construction and textile industries, are highly competitive, to a large extent driven by end-use applications, and may experience overcapacity, all of which may affect demand for and the pricing of our products. In addition, many of these industries are highly cyclical in nature, thus posing risks to us that vary throughout the year, including, but not limited to, accurately forecasting demand and other trends affecting our ability to accurately forecast revenues and operating results, and vary according to macroeconomic factors. The occurrence of any of these events may adversely affect our cash flow, profitability and financial condition.

~~We may incur significant charges in the event we close or divest all or part of a manufacturing plant or facility and engage in other divestitures that introduce significant risks and uncertainties.~~19

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close or divest all or part of a manufacturing plant or facility. We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The closure of our facility in Mechelen, Belgium, resulted in charges during fiscal 2024 and is expected to result in charges through fiscal 2028. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. Additionally, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets. Divestitures involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business and indemnification or other post-closing claims. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

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We may incur significant charges or experience other significant risks and uncertainties in the event we close or divest all or part of a manufacturing plant or facility or engage in other divestitures.

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close or divest all or part of a manufacturing plant or facility. We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The intended closure of our facility in Lanaken, Belgium is expected to result in charges, including employee termination costs, of $140 million through 2027. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. In addition, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets, such as our completed divestiture of the Micromax® business. Such actions involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business or other assets and indemnification or other post-closing claims. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

The insurance coverage that we maintain may not fully cover all operational risks.

We maintain property, business interruption, casualty and cyber/information security insurance but such insurance may not cover all of the risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In the future, the types of insurance we obtain and the level of coverage we maintain may be inadequate or we may be unable to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost.

Risks associated with our joint ventures, including differences in views with our joint venture partners may cause them not to operate according to their business plans, which may adversely affect our results of operations.

We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. Our joint ventures require us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. ~~Additionally~~In addition, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them. If these risks cause the joint ventures to fail to achieve their desired operating performance, our results of operations could be adversely affected.

Our significant non-U.S. operations expose us to global exchange rate fluctuations that could adversely impact our profitability.

We conduct a significant portion of our operations outside the U.S. Consequently, fluctuations in currencies of other countries, especially the euro and Chinese yuan, may materially affect our operating results. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars based on average exchange rates prevailing during the reporting period or the exchange rate at the end of that period. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies will affect our net operating revenues, operating income and the cost of balance sheet items denominated in foreign currencies. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value received for the sale of our goods versus those of our competitors.

In addition to currency translation risks, we incur a currency transaction risk whenever one of our operating subsidiaries enters into a purchase or sales transaction using a currency different from the operating subsidiary's functional currency. Given the volatility of exchange rates, particularly the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, we may not be able to manage our currency transaction and translation risks effectively.

We use financial instruments to hedge certain exposure to foreign currency fluctuations, but those hedges in most cases cover existing balance sheet exposures and not future transactional exposures. We cannot guarantee that our hedging strategies will be effective. In addition, the use of financial instruments creates counterparty settlement risk. Failure to effectively manage these risks could have an adverse impact on our financial position, results of operations and cash flows.

~~We are subject to information or operational technology cybersecurity threats that could materially affect our business.~~20

We have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud. We rely on information and operational technology systems, including tools that utilize artificial intelligence, to conduct our business. We seek to prevent unauthorized access, maintain the confidentiality and the integrity of our information and operational technology systems and strive to detect and investigate any cybersecurity incidents that may occur, however in some cases we might be unaware of a particular incident or its magnitude and effects. We may face increased information technology security, continuity and fraud risks due in part to our business efforts to digitize certain operations at our manufacturing sites to increase efficiencies and to our continued reliance on many employees working remotely part of the time, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Many tools and resources we use integrate or will integrate some form of artificial intelligence, which has the potential to result in bias, miscalculations, data errors, intellectual property infringement and other unintended consequences. Artificial intelligence technologies may also be used by adversaries to enable new or augment existing attack techniques, tactics and protocols. Additionally, we may be exposed to unauthorized access or operational interruptions to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software. These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own. It may take considerable time for us to investigate and evaluate the full

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~~impact~~We ofare ~~incidents,~~subject ~~particularly for sophisticated attacks. These factors may inhibit our ability~~ to ~~provide~~information ~~prompt,~~or ~~full,~~operational ~~and~~technology ~~reliable~~cybersecurity ~~information~~threats ~~about~~that ~~the~~could ~~incident~~materially toaffect our ~~customers, partners, regulators, and the public~~business.

We have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud. We rely on information and operational technology systems, including tools that utilize artificial intelligence, to conduct our business. We seek to prevent unauthorized access, maintain the confidentiality and the integrity of our information and operational technology systems and strive to detect and investigate any cybersecurity incidents that may occur, however in some cases we might be unaware of a particular incident or its magnitude and effects. We may face increased information technology security, continuity and fraud risks due in part to our business efforts to digitize certain operations at our manufacturing sites to increase efficiencies and to our continued reliance on many employees working remotely part of the time, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Many tools and resources we use integrate or will integrate some form of artificial intelligence, which has the potential to result in bias, miscalculations, data errors, intellectual property infringement and other unintended consequences. Artificial intelligence technologies may also be used by adversaries to enable new or augment existing attack techniques, tactics and protocols. In addition, we may be exposed to unauthorized access or operational interruptions to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software. These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own. It may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to our customers, partners, regulators, and the public.

The theft, misuse or publication of our intellectual property and/or confidential business information or the compromising of our systems or networks (including through ransomware, unauthorized access or insider threats) could harm our competitive position, cause operational disruption (including the potential to disrupt or compromise our control of physical plant operations at our manufacturing sites), reduce the value of our investment in research and development of new products and other strategic initiatives or otherwise adversely affect our business or results of operations. To the extent that any security breach impacts operations at our manufacturing sites, we may experience production or shipping disruptions. To the extent that any security breach results in inappropriate disclosure of our employees', customers' or vendors' confidential or personally identifiable information, we may incur liability or suffer reputational damage in the marketplace as a result. We maintain cyber/information security insurance, but any losses may be beyond the limits, or outside the coverage, of our policy.

Information and operational security threats and methods of perpetrating fraud or misappropriating information are constantly evolving and becoming more complex, which increases the difficulty and expense of defending against these threats. Although we attempt to mitigate these risks by employing a number of measures, including insurance, monitoring of our systems and networks, implementation of security tools and processes, employee training, crisis simulations and maintenance of backup and protective systems, our systems, networks, products and services remain potentially vulnerable to increasingly sophisticated advanced persistent threats, including nation-state actors, that may have a material effect on our business. In addition, the devotion of additional resources to the security of our information or operational technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.

We cannot guarantee the timing or amount of our dividends and/or our share repurchases, which are subject to a number of uncertainties that may affect the price of our common stock.

The declaration, payment, and amount of any dividends, and/or the decision to purchase common stock under our share repurchase programs, are subject to the sole discretion of our Board of Directors and, in the context of our capital allocation strategy, will depend upon many factors, including our financial condition, operating results, cash flows, relevant prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements, and other factors that our Board of Directors may deem relevant, and there can be no assurances that we will continue to pay a dividend or repurchase shares of our common stock in the future. In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, ~~on November 4, 2024,~~ we ~~announced~~reduced our ~~intent to reduce our~~ quarterly dividend by approximately 95 ~~percent~~% beginning in the first quarter of 2025. We plan to continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Any further reduction or elimination of our dividends could adversely affect the price of our common stock.

Our increasing reliance on artificial intelligence ("AI") technologies in our products, services, and operations presents risks that could adversely impact our business, financial condition, and results of operations.

We are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services, including, for example, our Chemille platform. AI technology is complex and rapidly evolving, and

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may subject us to significant competitive, reputational, cybersecurity, legal, regulatory, operational and other risks. If our products and services incorporating AI fail to operate as anticipated or as well as competing offerings or otherwise do not meet customer needs, our business and reputation may be adversely impacted. Our use of AI may introduce operational vulnerabilities by producing inaccurate outcomes or suggestions. Incorporating AI also gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed or uniform.

Our efforts to develop and use AI responsibly, may not successfully mitigate all associated risks. Any failure to address concerns relating to the responsible use of AI technology may cause harm to our reputation or financial liability and, as such, may increase our costs to address or mitigate such risks and issues.

Regulatory, Legal, Environmental and Tax Risks

Failure to comply with applicable laws or regulations and/or changes in applicable laws or regulations may adversely affect our business and financial results as a whole.

We are subject to extensive international, national, state, local and other laws and regulations. Failure to comply with these laws, including antitrust, anticorruption and sanctions laws, rules, regulations or court decisions, could expose us to fines, penalties and other costs. Although we have implemented policies, procedures and employee training designed to promote compliance with these laws, rules, regulations and court decisions, there can be no assurance that our employees and business partners and other third parties acting on our behalf will comply with these laws, rules, regulations and court decisions, which could result in fines, penalties and costs and damage to our business reputation. For example, in July 2020 we ~~announced~~settled ~~that we had reached~~ a ~~final~~European ~~settlement~~Commission ofcompetition ~~$92 million~~law ~~with~~investigation ~~respect~~involving tocertain aof ~~competition~~our ~~law~~subsidiaries ~~investigation~~and bythree ~~the~~other ~~European~~companies ~~Commission~~related ~~based~~to on certain past ethylene purchases. byShell Chemicals Europe, certain ~~subsidiaries~~Repsol ofentities ~~the~~represented ~~Company.~~by ~~Shell~~Stichting ~~Chemicals~~Ethylene ~~Europe~~Claims ("Stichting"), ~~another~~TotalEnergies, ~~group~~OMV, ofBorealis, ~~corporate claimants~~LyondellBasell, and, ~~most~~more recently, ~~TotalEnergies~~Stichting, ~~Petrochemicals~~on &behalf ~~Refining~~of SAVersalis entities, have each filed separate claims for damages with the District Court of Amsterdam against four companies, including ~~the Company~~Celanese, arising from those activities. Preliminary hearings have been held in certain of these matters. With respect to the Stichting Repsol claims, a ruling on the initial phase, which phase is related to liability and not monetary damages, could be received in the first quarter of 2026, but we do not expect that such ruling would include a damages award or conclude the matter. BASF, SEDow, ~~has~~ExxonMobil, BP, MOL Group and Braskem have filed similar claims against Celanese in the Court of Munich, Germany, and Dow filed a ~~similar~~second claim against Celanese and others in the Court of ~~Munich~~Dortmund, Germany. In sum, 11 new claims were filed against Celanese and other ethylene purchasers in 2025 and early 2026, and we anticipate that new or existing claimants may assert additional claims or seek additional damages associated with the 2020 European Commission settlement. We expect additional hearings will take place and briefings will be filed in 2026. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

Moreover, changes in laws or regulations, including the more aggressive enforcement of such laws and regulations, such as unexpected changes in regulatory requirements (including trade compliance requirements), or changes in reporting requirements of the U.S., Canadian, Mexican, German, EU or Asian governmental agencies, could increase the cost of doing business in these regions or delay or restrict our collection of accounts receivable. In addition, enforcement of environmental or other governmental policy may result in plant shut downs or significantly decreased production, such as in China on high pollution days. Any of these types of conditions, including the failure to obtain or maintain operating permits for our business, may have an effect on our business and financial results as a whole and may result in volatile current and future prices for our products and raw materials. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

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downs or significantly decreased production, such as in China on high pollution days. Any of these types of conditions, including the failure to obtain or maintain operating permits for our business, may have an effect on our business and financial results as a whole and may result in volatile current and future prices for our products and raw materials. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

Our business exposes us to potential product liability, warranty, and tort claims, and recalls, which could adversely affect our financial condition and performance.

The development, manufacture and sale of specialty materials and chemical products by us, including products produced for the medical device, pharmaceutical, automobile, construction, appliance, cigarette and aerospace end markets, involves a risk of exposure to product liability, warranty, toxic tort, public nuisance, and other tort claims, product recalls, product seizures and related adverse publicity. A product liability, warranty, toxic tort, public nuisance, or other tort claim or judgment against us that is larger than those typically experienced in the regular course of business could also result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management's attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance that this type or the level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a significant partially or completely uninsured judgment against us could have a material adverse effect on our results of operations or financial condition. Although we have standard contracting policies and ~~controls, we may not always be able to contractually limit our exposure to third party claims should our failure to perform result in downstream supply disruptions or product recalls.~~

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controls, we may not always be able to contractually limit our exposure to third party claims should our failure to perform result in downstream supply disruptions or product recalls.

Environmental regulations and other obligations relating to environmental matters could subject us to liability for clean-ups, fines, penalties and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs.

Costs related to our compliance with environmental, health and safety laws and regulations, and potential obligations with respect to sites currently or formerly owned or operated by us, may have a negative impact on our operating results. We also have obligations related to the indemnity agreement contained in the demerger and transfer agreement between Celanese GmbH and Hoechst AG for environmental matters arising out of certain divestitures that took place prior to the demerger. See Note 13 - Environmental in the accompanying consolidated financial statements for further information.

Our operations are subject to extensive international, national, state, local and other laws and regulations that govern environmental, health and safety matters and that regulate the handling, manufacture, use, emission and disposal of products, materials and hazardous and non-hazardous waste. If we violate any one of those laws or regulations, we can be held liable for substantial fines and other sanctions, including limitations on our operations as a result of changes to or revocations of environmental permits involved. We could also face claims for damages from individuals or groups for alleged violations of these laws or regulations.

We also incur substantial capital and other costs to comply with environmental, health and safety requirements. Stricter environmental, safety and health laws and regulations could result in substantial additional costs and liabilities to us or limitations on our operations. Consequently, compliance with these laws and regulations may negatively affect our earnings and cash flows in a particular reporting period. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for further information.

For more information on risks we face specifically related to climate change and related potential regulation, see the risk factor titled "We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters" below.

Changes in environmental, health and safety regulations in the jurisdictions where we manufacture or sell our products could lead to a decrease in demand for or significant restrictions on use and/or production of our products and raw materials.

New or revised governmental regulations, independent studies or consumer or societal perceptions relating to the effect of our products on health, safety or the environment may affect demand for our products and the cost of producing our products. In addition, products we produce, including VAM, formaldehyde, polymers derived from formaldehyde and acetaldehyde, may be classified and labeled in a manner that would adversely affect demand for such products. For example, in 2019 the EPA designated formaldehyde as a high-priority substance under the Toxic Substances Control Act ("TSCA") and the substance is currently undergoing a multi-step review process. In December 2024, the EPA issued its final risk evaluation of certain uses of formaldehyde under the TSCA. In December 2025, the EPA released an Updated Draft Risk Calculation Memorandum for Formaldehyde for public comment. EPA anticipates that it will develop a draft risk management plan that is expected to be released by early summer 2026 for public comment.

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formaldehyde under the TSCA. We anticipate that, consistent with the TSCA, the EPA will develop a draft risk management plan that is expected to be released for public comment in approximately 12 months.

Other initiatives, including the Chemical Strategy for Sustainability initiative currently to be undertaken by the EU as part of the Green Deal will potentially require, or increase existing requirements for, toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional regulatory requirements being placed on the production, handling, labeling and/or use of the subject chemicals. The new requirements may necessitate reformulation of products in order to meet customers' demands, which would be a financially burdensome process.

Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products. Such a decrease in demand would likely have an adverse impact on our business and results of operations.

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We are subject to financial, regulatory, physical and transition risks associated with climate change or other sustainability matters as well as potential legislation, regulation and international accords to address climate change and other sustainability matters.

Greenhouse gas ("GHG") emissions have become the subject of significant international, national, regional, state and local attention. For example, the EPA, SEC, and European Commission have promulgated or proposed extensive rules concerning reporting of GHG emissions. The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, including an interim goal of 90% reduction by 2040, which is leading to additional statutory and regulatory requirements. In addition, regulation of greenhouse gas also could occur pursuant to future treaty obligations, statutory or regulatory changes or new climate change legislation intended to reduce or mitigate the effects of GHG emissions. Compliance with such legislation, regulation and accords and the associated potential cost is complicated by the fact that various countries and regions are following different approaches and standards to the regulation of climate change.

A number of our operations are within jurisdictions that have or are developing regulatory regimes governing GHG emissions, which may lead to direct and indirect costs on our operations. Some jurisdictions have emissions reduction measures directed at the power or oil and gas sectors, which could result in higher power input costs or reduced energy availability for us. Other regulations that are being implemented or contemplated include the potential for restrictions on GHG emissions, cap and trade emissions trading systems, taxes on GHG emissions, fuel, and energy, or carbon import charges on certain products among other provisions. These may exist in addition to country and corporate-level net-zero GHG emissions pledges. These measures, if and where enacted, may significantly increase our costs of operations or require us to incur significant additional capital costs for the installation of equipment to mitigate GHG emissions for our sites' manufacturing operations.

Physical impacts that could be associated with climate change, such as increased frequency and severity of fires, droughts, hurricanes, floods and ~~floods~~other weather events and ~~impact~~impacts on sea levels, as well as other catastrophic events, may also impact our facilities and operations and those of our key suppliers. A number of our sites are located in areas that are exposed to weather events and changing sea levels (such as the Texas Gulf Coast) and that have been impacted by hurricanes and other weather events in the past as described elsewhere in these risk factors. To the extent climate change exacerbates these threats, our operations and supply chains could experience increased levels of disruptions and added costs.

~~Additionally~~In addition, increased social, legislative and regulatory focus on climate change and other sustainability matters as well as customer demand for responsibly manufactured products could lead to changes in the behavior of our customers or their end-customers, and could result in reduced customer demand for products made from materials that are perceived to be significant contributors to greenhouse gas emissions and global climate change. We may fail to accurately react to these trends and refine our product offerings through innovation, or we may not be able to fully address these concerns through changes in manufacturing methods or use of more sustainable materials and processes, which could result in reduced demand for our products.

We closely monitor developments in this area, but there is significant uncertainty regarding what legislative or regulatory requirements may be put in place, which makes it impossible for us to predict the longer-term impact these measures have on our operations. However, we believe that future legislative and regulatory developments related to climate change are likely, which could materially increase operating costs in the chemical industry and thereby increase our manufacturing and delivery costs.

25Our aspirations and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.

We have developed and publicized, and expect to continue to establish, goals, targets, aspirations, and other objectives related to sustainability matters. These include a GHG intensity reduction target and other environmental targets. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that they will be achieved. Our ability to track and meet these goals depends on future innovations and technology and the availability of accurate reporting methods. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, aspirations and objectives could expose us to operational, reputational, financial, legal, and other risks. Our ability to achieve any stated goal, target, or objective is and will be subject to numerous factors and conditions, many of which are outside of our control, such as evolving regulatory or quasi-regulatory sustainability standards, the ability of suppliers to meet our sustainability and other standards, differing requirements and the pace of changes in technology.

We may face scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including the goals, targets, aspirations and objectives that we announce, and our methodologies and timelines for pursuing them. If our sustainability practices do not meet regulator, investor or other stakeholder expectations and

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~~Our~~standards, ~~aspirations~~which continue to evolve and may be conflicting, ~~goals~~our reputation, ability to attract or retain employees, and ~~initiatives~~attractiveness ~~related~~as toan ~~sustainability~~investment, business partner, or as an acquirer could be negatively impacted, or we could become the target of litigation, investigations or other proceedings initiated by government authorities or private actors, which could in turn adversely impact our business and results of operations. Similarly, our ~~public~~failure ~~statements~~or perceived failure to pursue or fulfill our goals, targets, aspirations and ~~disclosures~~objectives, ~~regarding~~to ~~them~~comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts, as well as expose us to ~~risks~~government enforcement actions and private litigation. Even if we achieve the goals, targets, aspirations and objectives we set, we may not realize all of the benefits expected at the time they were established.

We have developed and publicized, and expect to continue to establish, goals, targets, and other objectives related to sustainability matters. These include a GHG intensity reduction target and other environmental targets. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that they will be achieved. Our ability to track and meet these goals depends on future innovations and technology and the availability of accurate reporting methods. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, and objectives could expose us to operational, reputational, financial, legal, and other risks. Our ability to achieve any stated goal, target, or objective is and will be subject to numerous factors and conditions, many of which are outside of our control, such as evolving regulatory or quasi-regulatory sustainability standards, the ability of suppliers to meet our sustainability and other standards, differing requirements and the pace of changes in technology.

We may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including the goals, targets, and objectives that we announce, and our methodologies and timelines for pursuing them. If our sustainability practices do not meet regulator, investor or other stakeholder expectations and standards, which continue to evolve and may be conflicting, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, which could in turn adversely impact our business and results of operations. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions and private litigation. Even if we achieve the goals, targets, and objectives we set, we may not realize all of the benefits expected at the time they were established.

Our business and financial results may be adversely affected by various legal and regulatory proceedings.

We are involved in legal and regulatory proceedings, lawsuits, claims and investigations in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcome of existing proceedings, lawsuits, claims and investigations may differ from our expectations because the outcomes of such proceedings, including regulatory matters, are often difficult to reliably predict. Various factors or developments can lead us to change current estimates of liabilities and related insurance receivables where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments, or changes in applicable law. A future adverse ruling, settlement, or unfavorable development could result in charges that could have a material adverse effect on our business, results of operations or financial condition in any particular period. See Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

Changes in, or the interpretation of, tax legislation or rates throughout the world, or the resolution of tax examinations or audits, could materially impact our results.

Our future effective tax rate and related tax balance sheet attributes could be impacted by changes in, or the interpretation of, tax legislation throughout the world. The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. For example, the European Commission has been conducting investigations focusing on whether local country tax rulings or tax legislation provide preferential tax treatment that violates EU state aid rules.

Furthermore, a number of countries where we do business, including the U.S. and many countries in the EU, have changed or are considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to multinational corporations. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax holidays or rulings, changes in the assessment regarding the realization of deferred tax assets, or changes in tax laws and regulations or their interpretation. The increasingly complex global tax environment and related legislative developments could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

26For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more. The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation. Countries where we do business, including several EU member states, have either implemented, or are in the process of implementing, the 15% global minimum tax into domestic legislation. Consistent with a joint statement from the United States and G7 countries that was issued in June 2025, on January 5, 2026, the OECD released a "side-by-side" safe harbor from the global minimum tax rules that, if enacted into local law in the relevant jurisdiction, would establish a new side‑by‑side safe harbor under which U.S.‑parented groups may, for fiscal years starting in 2026, elect to be exempt from certain elements of the global minimum tax, particularly the "income inclusion rule" and the "undertaxed profits rule." The effect of this "side-by-side" safe harbor will ultimately depend on whether, when and how individual jurisdictions implement the "side-by-side" safe harbor into domestic law, and there is significant uncertainty regarding scope, timing and consistency of such implementation.

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For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more. The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation. Countries where we do business, including several EU member states, have either implemented, or are in the process of implementing, the 15% global minimum tax into domestic legislation.

In August 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted in the U.S. The IRA created a new book minimum tax, effective for tax years beginning after December 31, 2022, of 15% of adjusted consolidated GAAP pre-tax income for corporations with three-year average adjusted annual book income in excess of $1.0 billion. The IRA also created an excise tax that is generally equal to 1% of the value of any stock repurchased by us after December 31, 2022.

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We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place.

Our tax returns have been under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany. In September 2021, we received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The relevant tax authorities also proposed to apply these adjustments to open tax years through 2019. We were unable to reach an agreement with the relevant tax authorities and therefore these audits continued on a separate jurisdictional basis. InDuring the ~~fourth~~three ~~quarter~~months ofended December 31, 2022, we concluded settlement discussions with the Dutch tax authority, and induring the ~~third~~three ~~quarter~~months ofended September 30, 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit. We engaged in continuing discussions with the tax authority in the United States, and we are currently evaluating all additional potential remedies regarding the ongoing examination.

In addition, we are under examination in certain jurisdictions for other matters for various years, including Mexico, Canada, the United States, China, South Korea and Germany.

We cannot predict with certainty the outcome of tax examinations or audits. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations or audits will have a material adverse effect on our financial condition and operating results in future periods.

Risks Related to Our Human Capital

Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.

Our success depends on our ability to attract and retain key personnel including our management team. The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations. Like many companies, we have experienced in the last couple of years and continue to experience an increasingly competitive hiring environment for skilled employees at our manufacturing and other sites, which in some cases has increased, or may in the future increase, the cost of retaining or hiring talented employees, particularly in technical manufacturing roles critical to our success.

Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost.

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invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations. The combined impact of these changes will affect the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. An extended duration strategy in the asset portfolio was implemented in some plans to reduce the influence of liability volatility due to changes in interest rates. If the funded status of a pension plan declines, we may be required to make unscheduled contributions in addition to those contributions for which we have already planned. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S.

As of December 31, 2024, we had 12,163 employees globally. Approximately 13% of our 4,085 U.S.-based employees are unionized. In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other employment rights than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor agreements. Most of our employees in Europe are represented by workers councils and/or unions that must approve any changes in terms and conditions of employment, including potentially salaries and benefits. They may also impede efforts to restructure our workforce. Although we believe we have a good working relationship with our employees globally and their legal representatives, a strike, work stoppage, or slowdown by our employees, including in connection with renegotiation of labor contracts from time to time, could occur, resulting in a disruption of our operations or higher ongoing labor costs.

Risks Related to Our Indebtedness

Our indebtedness and interest expense, could adversely affect us, ~~decrease~~ our business flexibility, ~~diminish~~ our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, ~~adversely affect~~ our credit ratings (which may in turn increase our interest expense), and ~~limit~~ our ability to react to changes in the economy or the chemicals industry.

See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations, Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations.

As of December 31, ~~2024~~2025, our total debt was $12.6 billion. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt though there is no guarantee we will be able to borrow on the same terms as our existing indebtedness. There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders. We have allocated, and intend to continue to allocate, capital to repay and reduce our outstanding debt using cash from operations and proceeds from asset sales or dispositions in cases where we are able to do so on favorable terms. Our ability to reduce our level of indebtedness over time in line with our strategic goals depends on a number of factors including our business performance, macroeconomic and industry conditions, commercial and financing market conditions, and other factors described in these risk factors, and our inability to achieve these objectives could delay or alter our deleveraging plan, or could negatively impact the trading prices of our securities or our credit ratings. In furtherance of our deleveraging efforts, we have completed our planned divestiture of the Micromax® business, executed a number of transactions to manage our debt maturity profile, paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, ~~on November 4, 2024,~~ we ~~announced~~reduced our ~~intent to reduce our~~ quarterly dividend by approximately 95% ~~percent~~ beginning in the first quarter of 2025.

Our higher level of indebtedness and other liabilities could have other important consequences, including:

•Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business ~~effects~~conditions that could impact our ability to repay amounts due under or refinance on favorable terms existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes");

•Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on or repurchase our common stock, par value $0.0001 per share ("Common Stock");

•~~Reducing~~Adversely affecting our ~~flexibility~~ability to ~~respond~~comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to ~~changing~~other ~~business~~debt ~~and~~facilities, ~~economic~~if ~~conditions~~not cured or waived;

~~•Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;~~26

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•Reducing our flexibility to respond to changing business and economic conditions;

•Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest or increase their interest rates in the event of credit rating downgrades;

•Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies;

•Adversely affecting our ~~ability~~future tocredit ~~comply with restrictive covenants in our debt agreements~~ratings, which could ~~result~~increase inour anborrowing ~~event of default~~costs, ~~including~~liquidity ~~cross-defaults~~and access to ~~other~~capital ~~debt facilities, if not cured or waived~~markets; and

•Adversely affecting our future credit ratings, which could increase our future costs of funding, liquidity and access to capital markets; and

•Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes.

We ~~may~~remain ~~not~~in becompliance ~~able~~with tothe ~~generate~~covenants ~~sufficient~~in ~~cash to service~~ our ~~indebtedness~~material ~~and~~financing ~~may~~arrangements beas ~~forced~~of ~~to take other actions to satisfy obligations under our indebtedness~~December 31, ~~which may not be successful~~ 2025.

Due to scheduled step downs of the required consolidated leverage ratio under our U.S. revolving credit facility (the "U.S. Revolving Credit Facility") taking effect beginning in the first quarter of 2026, we believe we may be unable to comply with the consolidated leverage ratio in its current form within the twelve-month period subsequent to the date of this filing unless we are able to implement sufficient mitigation strategies. Such strategies include, but are not limited to, amending the outstanding U.S. Revolving Credit Facility consistent with prior similar amendments we have obtained over the past several years, obtaining a waiver of the default, replacing the U.S. Revolving Credit Facility with a new revolving credit facility, consummating additional divestiture opportunities, and/or reducing operating costs. Implementation of such strategies may increase our borrowing costs under existing material financing arrangements. If we are not able to implement sufficient mitigating strategies and are therefore not able to comply with the consolidated leverage ratio, the lenders under the U.S. Revolving Credit Facility could elect to terminate the facility. As of the date of this filing, the U.S. Revolving Credit Facility has no outstanding borrowings.

We may not be able to generate sufficient cash, through normal operations, productivity and cost reduction initiatives, or otherwise, to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.

We have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings to support our deleveraging efforts. These initiatives, which may be limited or offset by, among other things, contractual obligations, may not be completed or beneficial or the estimated cost savings from such activities may not be realized.

If our cash flows and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets on unfavorable terms, seek additional capital, restructure or refinance our indebtedness or delay capital expenditures. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to complete those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.

Restrictive covenants in our debt agreements may limit our ability to engage in certain transactions and may diminish our ability to make payments on our indebtedness, pay dividends, or repurchase our Common Stock.

The Credit Agreements, the Indentures and the Receivables Purchase Agreement governing our receivables securitization facility each contain various covenants that limit our ability to engage in specified types of transactions. The Credit Agreements require the maintenance of certain financial ratios and contain other covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; increase dividends, repurchase our Common Stock or make other restricted payments; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries. ~~Additionally, the Credit Agreements require the maintenance of certain financial ratios.~~ The Indentures contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, leaseback, convey or otherwise dispose of certain or all or substantially all of the Issuer's assets or the assets of certain subsidiaries.

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The Receivables Purchase Agreement also contains covenants including, but not limited to, restrictions on CE Receivables LLC's, a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company, and certain other Company subsidiaries' ability to incur indebtedness; grant liens on assets; merge, consolidate, or sell assets; pay dividends, repurchase our Common Stock or make other restricted payments; make investments; prepay or modify certain indebtedness; or engage in other businesses.

Such restrictions in the instruments governing our debt obligations could result in us having to obtain the consent of our lenders and holders of the Senior Notes in order to take certain actions. Disruptions in credit markets may prevent us from obtaining or make it more difficult or more costly for us to obtain such consents. Our ability to expand our business or to address declines in our business may be limited if we are unable to obtain such consents.

A breach of any of these covenants could result in a default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, a default under any of the Credit Agreements could permit lenders to accelerate the maturity of our indebtedness under such Credit Agreement and to terminate any commitments to lend. If the lenders under any Credit Agreement accelerate the repayment of such indebtedness, we may not have sufficient liquidity to repay such amounts or our other indebtedness, including the Senior Notes. In such event, we could be forced into bankruptcy or liquidation.

Our credit ratings are subject to change and may not reflect all risks of investments in our securities.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our securities. These credit ratings may not reflect the potential impact of risks relating to our securities. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating. We have in the past been subject to ratings downgrades, and we cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.

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independently of any other agency's rating. In November 2024, S&P Global Ratings downgraded our long-term credit rating from BBB- to BB+, with a stable outlook and in December 2024 Fitch Ratings affirmed our long-term credit rating of BBB- but revised our rating outlook to negative from stable. On February 12, 2025 Moody's Ratings downgraded our long-term and short-term credit ratings from Baa3 to Ba1 with a negative outlook. We cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.

Celanese and Celanese U.S. are holding companies and depend on subsidiaries to satisfy their obligations under the Senior Notes and the guarantee of Celanese U.S.'s obligations under the Senior Notes and the Credit Agreements by Celanese.

As holding companies, Celanese and Celanese U.S. conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. Consequently, the principal source of cash to pay Celanese and Celanese U.S.'s obligations, including obligations under the Senior Notes and the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, is the cash that our subsidiaries generate from their operations. We cannot assure that our subsidiaries will be able to, or be permitted to, make distributions to enable Celanese U.S. and/or Celanese to make payments in respect of their obligations. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of our debt instruments may limit our subsidiaries' ability to distribute cash to Celanese U.S. and Celanese. In the event Celanese U.S. and/or Celanese do not receive distributions from our subsidiaries, Celanese U.S. and/or Celanese may be unable to make required payments on the indebtedness under the Credit Agreements, the Indentures, the guarantee of Celanese U.S.'s obligations under the Credit Agreements and the Indentures by Celanese, or our other indebtedness.

Risks Related to Our Human Capital

Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.

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In addition, we rely on our senior management team specifically, therefore our future success depends in part on our ability to retain those members of senior management and to identify and develop talent to succeed senior management. The hiring and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful implementation of our strategies. To help attract, retain, and motivate qualified employees, we use share-based awards and performance-based cash incentive awards. Sustained declines in our stock price or lower stock price performance relative to our competitors have reduced the retention value of our share-based awards, which can impact the competitiveness of our compensation. To the extent our compensation programs are not viewed as competitive, our ability to attract, retain, and motivate employees can be weakened, which could harm our results of operations.

The cost of our pension plans is incurred over long periods of time and involves many uncertainties during those periods of time. Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level and value of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets will likely result in corresponding increases and decreases in the valuation of plan assets and a change in the discount rate or mortality assumptions, which will likely result in an increase or decrease in the valuation of pension obligations. The combined impact of these changes will affect the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. An extended duration strategy in the asset portfolio was implemented in some plans to reduce the influence of liability volatility due to changes in interest rates. If the funded status of a pension plan declines, we may be required to make unscheduled contributions in addition to those contributions for which we have already planned. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

Some of our employees are unionized, represented by workers councils or are subject to local laws that are less favorable to employers than the laws of the U.S.

As of December 31, 2025, we had 11,434 employees globally. Approximately 14% of our 3,763 U.S.-based employees are unionized. In addition, a large number of our employees are employed in countries in which employment laws provide greater bargaining or other employment rights than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor agreements. Most of our employees in Europe are represented by workers councils and/or unions that must approve any changes in terms and conditions of employment, including potentially salaries and benefits. They may also impede efforts to restructure our workforce. Although we believe we have a good working relationship with our employees globally and their legal representatives, a strike, work stoppage, or slowdown by our employees, including in connection with renegotiation of labor contracts from time to time, could occur, resulting in a disruption of our operations or higher ongoing labor costs.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Oversight

Strategy for Management of Cybersecurity Risk

Cybersecurity, resilience and data privacy are important to maintaining our proprietary information and the trust of our customers, suppliers and employees, and we recognize the importance of working to secure our data and information systems from potential cybersecurity and data privacy incidents. We are a large global manufacturer with sites around the world, and we identify and assess our cybersecurity risk through that lens. Securing the execution and control of our manufacturing operations, to the extent implemented through digital technology, is a primary area of focus. We also face risks encountered by substantially all large global companies such as the risks of intellectual property and information being compromised, fraud, business interruption and violation of privacy or security laws.

We identify, assess, manage and mitigate cybersecurity risk through a risk management program based on the NIST Cybersecurity Framework that is regularly assessed by a third party cybersecurity consultant. As part of our processes, we perform routine scanning and have an established vulnerability management program and patching policy. We have in our learning management system a comprehensive cybersecurity awareness course that is mandatory for all employees with computers and covers key topics such as identifying workplace cybersecurity hazards and attacks, and our separate CyberSAFE and Data Privacy intranets provide content to help employees identify and avoid cybersecurity and data privacy risks. We also have data privacy educational tools, policies and procedures to help employees prevent, recognize and report data privacy incidents. We perform penetration tests and vulnerability and breach assessments with third-party advisors to support our compliance with laws and regulations including those applicable to chemical manufacturing sites. We also have a third-party risk management program with a formal approach to evaluating and managing risks associated with third-party information technology solutions and software. We maintain cyber/information security insurance to protect against certain expenses and liabilities that may be incurred in the event of an incident.

Cybersecurity, resilience and data privacy risks are maintained and managed on an ongoing basis as part of our broader enterprise risk management program. Specifically, a risk management workstream focused on our information technology function (including cybersecurity, resilience and data privacy) is designed to assess, identify and manage cybersecurity- resilience and data privacy-related risks and mitigation measures.29

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computers and covers key topics such as identifying workplace cybersecurity hazards and attacks, and our separate CyberSAFE and Data Privacy intranets provide content to help employees identify and avoid cybersecurity and data privacy risks. We also have data privacy educational tools, policies and procedures to help employees prevent, recognize and report data privacy incidents. We perform penetration tests and vulnerability and breach assessments with third-party advisors to support our compliance with laws and regulations including those applicable to chemical manufacturing sites. We also have a third-party risk management program with a formal approach to evaluating and managing risks associated with third-party information technology solutions and software. We maintain cyber/information security insurance to protect against certain expenses and liabilities that may be incurred in the event of an incident.

Our cybersecurity risk program also includes a documented incident response plan to be used in the event of a cybersecurity incident. The incident response plan provides for certain responses based on various factors of a cybersecurity incident and integrates with our enterprise crisis management program.

Governance and Oversight

Primary responsibility for assessing and managing risks from cybersecurity threats resides with our management team, including a Chief Information Officer who has ~~nearly~~approximately 30 years of information technology experience including leadership roles at multiple large, global and/or publicly-traded companies, and a Chief Information Security Officer who has over 30 years of experience in cybersecurity with large international publicly-traded companies and who holds a Certified Information Systems Security Professional (CISSP) certification. These individuals, together with others on their teams, are informed about the monitoring, prevention, detection, mitigation, and remediation of cybersecurity incidents through their management of and participation in the cybersecurity risk management policies, processes and operations discussed above. They regularly report to and consult with the executive leadership team on such matters.

At the Board level, the full Board and its Stewardship Committee (which oversees many of our operational risks related to manufacturing) are both involved in oversight of the Company's management of cybersecurity risk. Management, including the Chief Information Officer and Chief Information Security Officer, updates our Stewardship Committee and full Board on cybersecurity matters quarterly. We also have processes by which certain cybersecurity incidents are escalated within the Company and may be reviewed by a designated management committee and, where appropriate, reported in a timely manner to the Board.

Additional Information

For additional information on the risks we face related to cyber and information security threats, please see the risk factors in Item 1A. Risk Factors titled "Production at our manufacturing facilities, or at our suppliers', could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers' demands" on page 1917 and "We are subject to information or operational technology cybersecurity threats that could materially affect our business" on page 2221.

Item 2. Properties

Description of Property

Our corporate headquarters is located in Irving, Texas and we also have administrative offices in ~~Amsterdam, Netherlands;~~ Asturias, Spain; Budapest, Hungary; Hyderabad, India; Mexico City, Mexico; Meyrin, Switzerland; Nanjing, China; Shanghai, China; and Sulzbach, Germany. We own or lease numerous production and manufacturing facilities throughout the world. We also own or lease other properties, including office buildings, warehouses, pipelines, research and development facilities and sales offices. We continuously review and evaluate our facilities as a part of our strategy to optimize our business portfolio. The following table sets forth our principal production and other facilities throughout the world as of December 31, ~~2024~~2025. These facilities are well-maintained, in good operating condition, are suitable and adequate for their use and have sufficient capacity for our current needs and expected near-term growth.

Geographic Region	Engineered Materials(1)		Acetyl Chain(1)		Corporate
	Leased	Owned	Leased	Owned	Leased	Owned
North America	9	9	1	7	2	—
Europe and Africa	5	6	1	4	4	1
Asia-Pacific	4	8	3	—	3	—
South America	2	1	—	—	—	—
Total	20	24	5	11	9	1

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	Engineered Materials(1)		Acetyl Chain(1)		Corporate
	Leased	Owned	Leased	Owned	Leased	Owned
Geographic Region
North America	8	9	1	7	2	—
Europe and Africa	4	5	1	4	3	1
Asia-Pacific	3	8	3	—	3	—
South America	1	—	—	—	—	—
Total	16	22	5	11	8	1

______________________________

(1)Certain geographic locations may contain sites used by multiple segments.

We have also entered into strategic ventures with partners in various locations around the world. See Item 1. Business for a discussion of our investments in affiliates and their respective site locations.

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Item 3. Legal Proceedings

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury, toxic tort, public nuisance, and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. See Item 1A. Risk Factors for certain risk factors relating to these legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

Information about our Executive Officers

The names, ages and biographies of our executive officers as of February 2124, ~~2025~~2026 are as follows:

Name

Age

Position

Scott A. Richardson

4849

President, Chief Executive Officer and Director

Chuck B. Kyrish

5354

Senior Vice President and Chief Financial Officer

Todd Elliott

Senior Vice President, Engineered Materials

Mark C. Murray

Senior Vice President, Acetyls

Mark C. Murray

Senior Vice President, Acetyls

Todd Elliott

Senior Vice President, Engineered Materials

Ashley B. Duffie

5051

Senior Vice President and General Counsel

Scott A. Richardson was named President and Chief Executive Officer and a member of our Board of Directors effective January 1, 2025. He served as Executive Vice President and Chief Operating Officer for Celanese Corporation from November 2023 until his current role. He had previously served as served as Executive Vice President and Chief Financial Officer for Celanese Corporation since February 2018 after serving as Senior Vice President of the Engineered Materials business since December 2015, where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. He was promoted to Executive Vice President in March 2020. Previously, Mr. Richardson served as Vice President and General Manager of the Acetyl Chain since 2011. Mr. Richardson has progressed through several Celanese roles including global commercial director, Acetyls; manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. He joined Celanese in 2005. Prior to joining Celanese, Mr. Richardson held various finance, operational and leadership roles at American Airlines. He earned a Bachelor of Arts in Accounting from Westminster College and a Master of Business Administration from Texas Christian University.

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Chuck B. Kyrish has served as our Senior Vice President and Chief Financial Officer since November 2023. He previously served as Vice President of Corporate Finance from April 2022, with supervisory responsibility for the Company's finance areas including accounting, treasury, internal audit, and tax. He has held previous financial leadership roles at Celanese serving as CFO, Acetyl Chain from January 2020 to April 2022, leading Investor Relations from December 2018 to January 2020 and December 2015 through January 2017 and serving as Treasurer from February 2011 to November 2015 and January 2017 to January 2020. He joined Celanese in 2006 as Financial Risk Manager and was promoted to Assistant Treasurer in 2008. Prior to joining Celanese, he held financial roles at Sabre Corporation and ExxonMobil Corporation. Mr. Kyrish holds a Bachelor of Science degree from the University of Texas at Austin and a Master of Business Administration from Texas Christian University.

~~Todd~~Mark ~~Elliott~~C. ~~returned~~Murray towas ~~Celanese~~named ~~to serve as~~ Senior Vice President, ~~Engineered~~Acetyls ~~Materials~~ in February ~~2025.~~2023 ~~Mr.~~after ~~Elliott~~having ~~first~~served ~~joined~~as ~~Celanese~~the ininterim ~~1987~~leader inof aCelanese's ~~district~~Acetyls ~~sales~~Business ~~role~~since November 2022. HeBefore ~~quickly~~rejoining ~~rose~~Celanese ~~through~~in ~~increasing~~June 2022 ~~leadership~~as ~~opportunities~~Vice inPresident ~~regional~~of ~~sales,~~Business ~~business~~Strategy ~~analysis,~~and ~~investor relations~~Development, ~~and corporate development~~Mr. HeMurray ~~led~~served ~~the~~as ~~Acetate~~Executive ~~Tow~~Vice ~~business~~President, ~~before~~Biomaterials ~~becoming~~and ~~Senior~~Advanced ~~Vice~~Technologies ~~President~~at ofAvantor, a global ~~sales~~materials ~~for~~manufacturer ~~both~~and ~~Acetyls~~distributor. ~~and~~Mr. ~~Engineered~~Murray ~~Materials~~previously served in ~~2016.~~senior Incommercial ~~2017,~~and hebusiness ~~became~~roles ~~Senior~~within ~~Vice~~the ~~President~~Acetyl Chain and ~~global~~Engineered ~~commercial~~Materials ~~leader~~businesses ~~for~~at ~~Engineered~~Celanese ~~Materials~~from ~~and~~November 2009 ~~head~~through ofJune 2019 ~~Celanese~~and ~~Europe~~from ~~until~~May 2002 ~~2018~~to March 2007. AtEarlier ~~that~~in ~~time,~~his career he ~~was~~served ~~elevated~~as toa ~~Senior~~consultant ~~Vice~~with ~~President~~McKinsey & Co. Mr. Murray holds a Bachelor of ~~Acetyls~~Science ~~and~~degree isin ~~credited~~Chemical ~~with~~Engineering ~~transforming~~from the ~~Acetyls~~University ~~operating~~of ~~model~~Texas toat Austin and a ~~differentiated~~Master ~~focus~~of onBusiness Administration from Northwestern University.

Todd Elliott returned to Celanese to serve as Senior Vice President, Engineered Materials in February 2025. Mr. Elliott first joined Celanese in 1987 in a district sales role. He quickly rose through increasing leadership opportunities in regional sales, business analysis, investor relations, and corporate development. He led the Acetate Tow business before becoming Senior Vice President of global sales for both Acetyls and Engineered Materials in 2016. In 2017, he became Senior Vice President and global commercial leader for Engineered Materials and head of Celanese Europe until 2018. At that time, he was elevated to Senior Vice President of Acetyls and is credited with transforming the Acetyls operating model to a differentiated focus on downstream derivatives optionality that has redefined the value of the Acetyls business. He retired from Celanese in 2020 and had been an independent consultant to clients in the chemicals and polymers industry prior to rejoining the Company. Mr. Elliott earned his undergraduate degree at Westminster College and his Master of Business Administration at Fontbonne University.

Ashley B. Duffie has served as Celanese's Senior Vice President and General Counsel since November 2023 and from July 2025 to February 2026, she has served as interim Chief Human Resources Officer in addition to her role as Senior Vice President and General Counsel. She had previously served as Vice President and Chief Procurement Officer since June 2020, where she was responsible for leading the Company's strategy and execution of materials and supply procurement as well as managing supplier relationships. Prior to that role, she has held legal and business leadership positions with Celanese including President and General Counsel of Asia Pacific and China (January 2019 to June 2020), Chief Administrative Officer and General Counsel of Asia Pacific and China (June 2018 to January 2019), Vice President of the Integration Management Office (June 2017 to June 2018) and Chief Compliance Officer (2013 to 2017). She joined Celanese in 2007 as Associate General Counsel, and previously practiced at the law firm of Haynes and Boone, LLP specializing in environmental law, internal corporate investigations, and litigation. She holds a law degree from Vermont Law School and a Bachelor of Business Administration from Southern Methodist University.

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downstream derivatives optionality that has redefined the value of the Acetyls business. He retired from Celanese in 2020 and had been an independent consultant to clients in the chemicals and polymers industry prior to rejoining the Company. Mr. Elliott earned his undergraduate degree at Westminster College and his Master of Business Administration at Fontbonne University.

Mark C. Murray was named Senior Vice President, Acetyls in February 2023 after having served as the interim leader of Celanese's Acetyls Business since November 2022. Before rejoining Celanese in June 2022 as Vice President of Business Strategy and Development, Mr. Murray served as Executive Vice President, Biomaterials and Advanced Technologies at Avantor, a global materials manufacturer and distributor. Mr. Murray previously served in senior commercial and business roles within the Acetyl Chain and Engineered Materials businesses at Celanese from November 2009 through June 2019 and from May 2002 to March 2007. Earlier in his career he served as a consultant with McKinsey & Co. Mr. Murray holds a Bachelor of Science degree in Chemical Engineering from the University of Texas at Austin and a Master of Business Administration from Northwestern University.

Ashley B. Duffie has served as Celanese's Senior Vice President and General Counsel since November 2023. She had previously served as Vice President and Chief Procurement Officer since June 2020, where she was responsible for leading the Company's strategy and execution of materials and supply procurement as well as managing supplier relationships. Prior to that role, she has held legal and business leadership positions with Celanese including President and General Counsel of Asia Pacific and China (January 2019 to June 2020), Chief Administrative Officer and General Counsel of Asia Pacific and China (June 2018 to January 2019), Vice President of the Integration Management Office (June 2017 to June 2018) and Chief Compliance Officer (2013 to 2017). She joined Celanese in 2007 as Associate General Counsel, and previously practiced at the law firm of Haynes and Boone, LLP specializing in environmental law, internal corporate investigations, and litigation. She holds a law degree from Vermont Law School and a Bachelor of Business Administration from Southern Methodist University.

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PART II

Item 5. Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, par value $0.0001 per share ("Common Stock"), has traded on the New York Stock Exchange under the symbol "CE" since January 21, 2005.

Holders

As of February 1720, ~~2025~~2026, there were ~~125~~126 holders of record of our Common Stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.

Dividend Policy

The amount available to us to pay our current and anticipated regular quarterly cash dividends is not currently restricted by our existing senior credit facilities and our indentures governing our senior unsecured notes. Also, the general corporation law of the State of Delaware imposes restrictions on the payment of dividends by all Delaware corporations that do not currently limit our ability to pay our current and anticipated regular cash dividends. See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information.

Celanese Purchases of its Equity Securities

We did not repurchase any Common Stock during the three months ended December 31, ~~2024~~2025. As of December 31, ~~2024~~2025, our Board of Directors ~~had~~has authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with ~~approximately~~ $1.1 billion value of shares remaining that may be purchased under the program. See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information.

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Performance Graph

The following performance graph compares the cumulative total return on Celanese Corporation Common Stock from December 31, ~~2019~~2020 through December 31, ~~2024~~2025 to that of the Standard & Poor's ("S&P") 500 Stock Index and the Dow Jones U.S. Chemicals Index. Cumulative total return represents the change in stock price and the amount of dividends received during the indicated period, assuming reinvestment of all dividends. The performance graph assumes an investment of $100 on December 31, ~~2019~~2020. The stock performance shown in the graph is included in response to SEC requirements and is not intended to forecast or to be indicative of future performance.

Comparison of Cumulative Total Return


Company Name/ Index	12/31/2020	12/31/2021	12/31/2022	12/31/2023	12/31/2024	12/31/2025
Celanese	100.00	131.71	81.97	127.61	57.97	35.50
S&P 500 Index	100.00	128.68	105.36	133.03	166.28	195.98
Dow Jones U.S. Chemicals Index	100.00	123.54	112.10	122.59	118.84	115.89

The above performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

Recent Sales of Unregistered Securities

Our deferred compensation plan offers certain of our senior employees and directors the opportunity to defer a portion of their compensation in exchange for a future payment amount equal to their deferments plus or minus certain amounts based upon the market-performance of specified measurement funds selected by the participant. These deferred compensation obligations may be considered securities of Celanese. Participants were required to make deferral elections under the plan prior to January 1 of the year such deferrals will be withheld from their compensation. We relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act in making this offer to a select group of employees, fewer than 35 of which were non-accredited investors under the rules promulgated by the Securities and Exchange Commission.

Item 6. Reserved

This item is no longer required, as the Company adopted the amendment to Item 301 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Annual Report on Form 10-K ("Annual Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

The following discussion should be read in conjunction with the accompanying consolidated financial statements and notes to the consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Investors are cautioned that the forward-looking statements contained in this section and other parts of this Annual Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below.

Forward-Looking Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Annual Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. See "Special Note Regarding Forward-Looking Statements" at the beginning of this Annual Report for further discussion. All forward-looking statements made in this Annual Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Annual Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.

Risk Factors

Item 1A. Risk Factors of this Annual Report also contains a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:

•the ability to successfully achieve planned cost reductions;

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;

•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;

•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;

•our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades;

•volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources;

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•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;

•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;

•additional ~~impairments~~impairment of goodwill or intangible assets;

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•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;

•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;

•risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility;

•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;

•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;

•increased price competition and the introduction of competing products by other companies;

•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy;

•market acceptance of our products and technology;

•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises;

•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;

•changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions;

•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;

•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters;

•our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemical industry, and the success of our deleveraging efforts, as well as any changes to our credit ratings.

•changes in currency exchange rates and interest rates;

•tax rates and changes thereto; and

•various other factors, both referenced and not referenced in this Annual Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Annual Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the ~~dates~~date hereof.

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Results of Operations

Financial Highlights

	Year EndedDecember 31,
	2024		2023		Change
	2025		2024		Change
	(In $ millions, except percentages)
Statement of Operations Data
Net sales	109,~~280~~544		10,~~940~~268		(~~660~~724)
Gross profit	21,~~356~~952		2,~~603~~336		(~~247~~384)
Selling, general and administrative ("SG&A") expenses	(~~1,030~~899)		(1,~~075~~033)		45134
Other (charges) gains, net	(1,~~744~~581)		(681,744)		~~(1,676)~~163
Gain (loss) on disposition of businesses and assets, net	(145)		~~505~~(14)		~~(519)~~9
Operating profit (loss)	(~~697~~786)		~~1,687~~(720)		(~~2,384~~66)
Equity in net earnings (loss) of affiliates	~~196~~127		~~102~~196		94(69)
Non-operating pension and other postretirement employee benefit (expense) income	~~(20)~~55		(6920)		4975
Interest expense	(~~676~~701)		(~~720~~676)		44(25)
Interest income	33		39		(6)
Refinancing expense	(68)		—		(68)
Dividend income - equity investments	128		126		2
Interest income	24		33		(9)
Earnings (loss) from continuing operations before tax	(996)		1,183		(2,179)
Dividend income - equity investments	122		128		(6)
Earnings (loss) from continuing operations	(1,506)		1,973		(3,479)
Earnings (loss) from continuing operations before tax	(1,220)		(1,019)		(201)
Earnings (loss) from discontinued operations	(8)		(9)		1
Earnings (loss) from continuing operations	(1,130)		(1,526)		396
Net earnings (loss)	(1,514)		1,964		(3,478)
Earnings (loss) from discontinued operations	(21)		(8)		(13)
Net earnings (loss) attributable to Celanese Corporation	(1,522)		1,960		(3,482)
Net earnings (loss)	(1,151)		(1,534)		383
Net earnings (loss) attributable to Celanese Corporation	(1,165)		(1,542)		377
Other Data
Depreciation and amortization	~~801~~760		~~706~~801		95(41)
SG&A expenses as a percentage of Net sales	109.04	%	910.81	%
Operating margin(1)	(6.8.2)	%	15(7.40)	%
Other (charges) gains, net
Restructuring	(~~107~~68)		(52107)		~~(55)~~39
Asset impairments	(1,639)		(15)		(1,624)
Asset impairment losses	(1,513)		(1,639)		126
Plant/office closures	2—		~~(1)~~2		3(2)
Total Other (charges) gains, net	(1,~~744~~581)		(681,744)		~~(1,676)~~163

_____________________________

(1)Defined as Operating profit (loss) divided by Net sales.

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions)
Balance Sheet Data
Cash and cash equivalents	~~962~~1,263	~~1,805~~962
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,~~501~~204	1,~~383~~501
Long-term debt, net of unamortized deferred financing costs	11,~~078~~394	1211,~~301~~078
Total debt	12,579	13,684
Total	12,598	12,579

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Factors Affecting Business Segment Net Sales

The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

	Volume	Price	Currency	Total
	(In percentages)
Engineered Materials	(54)	(31)	(1)	(94)
Acetyl Chain	4(6)	(6)	—1	(211)
Total Company	(14)	(4)	(1)	(67)

Consolidated Results

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Net sales decreased $~~660~~724 million, or 67%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•lower ~~pricing,~~volume ~~driven~~in by our ~~Acetyl~~Engineered ~~Chain~~Materials ~~segment~~and ~~due~~Acetyl toChain ~~an environment with greater supply than demand~~segments, asprimarily ~~well~~driven asby ~~our~~weaker ~~Engineered~~global ~~Materials~~economic ~~segment~~conditions ~~due to competitive market dynamics, product mix,~~ and decreased ~~energy~~global ~~surcharges~~demand; and

•lower ~~volume~~pricing in our ~~Engineered~~Acetyl ~~Materials~~Chain segment, primarily due to ~~the~~an ~~formation~~environment ofwith ~~the~~greater ~~Nutrinova~~supply ~~joint~~than ~~venture (see Note 4 - Acquisitions~~demand, ~~Dispositions~~as ~~and~~well ~~Plant~~as ~~Closures~~our inEngineered ~~the~~Materials ~~accompanying~~segment, ~~consolidated~~primarily ~~financial statements for further information) and reduced demand for elastomers~~ due to ~~weaker~~competitive ~~automotive~~market ~~demand~~dynamics, ~~partially offset by higher volume, principally for POM in Europe~~ and ~~Asia~~product mix; ~~and~~

•an unfavorable currency impact, primarily resulting from a weaker Chinese Yuan ("CNY") and Japanese Yen ("JPY") relative to the U.S. dollar;

partially offset by:

•~~higher~~a ~~volume~~favorable incurrency ~~our~~impact, ~~Acetyl~~primarily ~~Chain~~resulting ~~segment~~from ~~for~~a ~~most~~stronger ofeuro ~~our~~relative ~~products,~~to ~~primarily~~the ~~methanol,~~U.S. ~~downstream derivative products, acid, and VAM~~dollar.

Operating ~~profit~~loss ~~decreased~~increased $~~2.4~~66 ~~billion~~million, or ~~141~~9%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•anlower ~~unfavorable~~Net ~~impact~~sales ofacross ~~$1.7 billion to Other (charges) gains, net primarily in~~ our Engineered Materials segment related to an impairment loss on goodwill of $1.5 billion and impairment losses on certain trade names, primarily Zytel® (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information)segments;

•lower Net sales across our segments; and

•a gain of $515 million in our Engineered Materials segment recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information);

partially offset by:

•~~lower~~a ~~raw~~favorable ~~material~~impact ~~costs~~of $172 million to Other (charges) gains, net in our Engineered Materials segment, primarily due to a decrease in goodwill and ~~Acetyl~~certain ~~Chain~~trade ~~segments.~~names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

~~Non-operating~~•lower ~~pension~~raw ~~and~~material ~~other~~costs ~~postretirement employee expense decreased $49 million for the year ended December 31, 2024 compared to the same period~~ in ~~2023~~our ~~primarily~~Engineered ~~due~~Materials toand aAcetyl ~~decrease~~Chain ~~in recognized actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%,~~ segments;

39•lower spending of $195 million, primarily as a result of the realization of synergy and cost savings actions in our Engineered Materials and Other Activities segments during the year ended December 31, 2025; and

•a decrease of accelerated depreciation expense of $56 million during the year ended December 31, 2025, primarily due to a decrease of $67 million in our Engineered Materials segment, related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, partially offset by an increase in accelerated depreciation of $11 million in our Acetyl Chain segment related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information).

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~~partially~~Non-operating ~~offset~~pension byand ~~lower~~other ~~than~~postretirement ~~expected~~employee ~~actual~~benefit ~~asset~~income ~~returns.~~increased ~~See~~for ~~Note~~the 12year -ended ~~Benefit~~December 31, 2025 ~~Obligations~~compared into the ~~accompanying~~same ~~consolidated~~period ~~financial~~in ~~statements~~2024 ~~for~~primarily ~~further~~due ~~information.~~to:

~~Our~~•a ~~effective~~decrease ~~income~~in ~~tax~~the ~~rate~~actuarial ~~for~~loss ~~the~~of ~~year~~$82 million ~~ended~~primarily ~~December 31, 2024~~due ~~was~~to ~~(51)%~~higher ~~compared~~than toexpected ~~(67)%~~asset ~~for~~returns, ~~the~~partially ~~year~~offset ~~ended~~by ~~2023.~~unfavorable ~~The~~plan ~~change~~experience and a decrease in the ~~effective~~weighted ~~income~~average ~~tax~~discount rate ~~for~~(see ~~the~~Note ~~year~~12 ~~ended~~- ~~December 31, 2024~~Benefit ~~compared~~Obligations toin the ~~same~~accompanying ~~period~~consolidated infinancial ~~2023~~statements ~~was~~for ~~primarily~~further ~~due to:~~information).

~~•prior~~Our ~~year~~effective ~~impacts~~income ~~that~~tax ~~did~~rate ~~not~~for ~~recur in~~ the ~~current~~ year, ~~including~~ended ~~the~~December 31, 2025 ~~relocation~~was of7.4% ~~certain~~compared ~~intangible assets~~ to ~~better~~(49.8)% ~~align~~for ~~with~~ the ~~acquired~~year ~~M&M~~ended ~~foreign~~2024. ~~operations,~~The ~~the~~change ~~realignment~~in ~~of our European headquarters and principal operations to Switzerland to achieve operational efficiencies,~~ the ~~release~~effective ofincome ~~valuation allowances on U.S. foreign~~ tax ~~credit~~rate ~~carryforwards,~~for ~~and~~ the ~~excess~~year ofended ~~the~~December 31, 2025 ~~U.S.~~compared ~~GAAP~~to ~~gain over~~ the ~~tax~~same ~~gain~~period ~~from~~in ~~the~~2024 ~~formation~~was ofprimarily ~~the~~due ~~Nutrinova joint venture; and~~ to:

•current year impacts of a non-deductible goodwill impairment loss, ~~and~~ recognition of a valuation allowance ~~against~~on ~~certain local country, non-~~U.S. foreign tax credit carryforwards due to ~~reduced~~revised forecasts of ~~earnings~~foreign insourced ~~future~~income ~~periods~~and expenses during the carryforward period, the further integrated global principal operations and ~~capital~~the ~~gains~~relocation ~~tax~~of ~~arising~~certain ~~from~~intangible anassets ~~internal~~among ~~integration~~wholly-~~related~~owned ~~restructuring~~foreign ofaffiliates ~~our~~and ~~acquired~~the ~~China~~settlement ~~operations~~of totax ~~optimize~~examinations ~~our~~with ~~debt~~German ~~profile.~~tax authorities; and

•prior year impacts of a non-deductible goodwill impairment loss and recognition of a valuation allowance against certain local country, non-U.S. tax credit carryforwards due to reduced forecasts of earnings in future periods and capital gains tax arising from an internal integration-related restructuring of our acquired China operations to optimize our debt profile.

See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Discussion of our financial condition and results of operations for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023 and for the year ended December 31, ~~2022~~2023 compared to the year ended December 31, ~~2021~~2022, can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Reports for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

Business Segments

Engineered Materials

	Year EndedDecember 31,					%
	2024		2023		Change	Change
	2025		2024		Change	Change
	(In $ millions, except percentages)
Net sales	5,~~607~~390		65,~~149~~595		(~~542~~205)	(83.87)	%
Net Sales Variance
Volume	(54)	%
Price	(31)	%
Currency	(1)	%
Other (charges) gains, net	(1,~~724~~552)		(561,724)		~~(1,668)~~172	~~(2,978~~10.6)0	%
Operating profit (loss)	(~~1,179~~958)		(1,~~083~~197)		~~(2,262)~~239	~~(208~~20.9)0	%
Operating margin	(2117.08)	%	17(21.64)	%
Equity in net earnings (loss) of affiliates	~~172~~105		83172		89(67)	~~107~~(39.20)	%
Depreciation and amortization	~~510~~447		~~462~~510		48(63)	10(12.4)	%

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Net sales decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•lower volume, primarily driven by the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information) and reduced demand for elastomers due to weaker ~~automotive~~global ~~demand,~~economic ~~partially~~conditions; ~~offset by higher volume for certain products, principally for POM in Europe~~ and ~~Asia;~~

•lower pricing for most of our products, primarily due to competitive market dynamics, ~~product mix,~~ and ~~decreased~~product ~~energy surcharges~~mix; ~~and~~

~~•an~~partially ~~unfavorable~~offset ~~currency impact, primarily resulting from a weaker JPY and CNY relative to the U.S. dollar.~~by:

40•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.

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Operating ~~profit~~loss decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•ana ~~unfavorable~~favorable impact of $~~1.7~~172 ~~billion~~million to Other (charges) gains, net, primarily related to ana ~~impairment~~decrease ~~loss~~in on goodwill ofand ~~$1.5 billion~~certain ~~and~~trade names impairment losses onand ~~certain~~decreased ~~trade~~severance ~~names,~~costs ~~primarily Zytel®~~ (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

•alower ~~gain~~raw ofmaterial ~~$515 million~~costs ~~recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions~~ and ~~Plant~~favorable ~~Closures~~raw inmaterials ~~the accompanying consolidated financial statements for further information)~~mix; ~~and~~

•lower ~~Net~~spending ~~sales~~of $98 million, primarily as a result of the realization of synergy and cost savings actions during the year ended December 31, 2025; and

•a decrease of accelerated depreciation expense of $67 million for the year ended December 31, 2025, primarily related to the 2024 closures of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium;

partially offset by:

•lower ~~raw~~Net ~~materials costs for most of our products~~sales.

Equity in net earnings (loss) of affiliates ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•ana ~~increase~~decrease in earnings from our ~~Mylar~~Ibn ~~Specialty~~Sina ~~Films~~ strategic ~~affiliates of $61 million~~affiliate, primarily due to ~~increased~~lower ~~restructuring~~methyl ~~costs~~tertiary-butyl ~~incurred~~ether in("MTBE") ~~the~~volume ~~year~~arising ~~ended~~from ~~December 31~~weaker economic conditions, ~~2023,~~ ~~which~~as ~~did~~well ~~not~~as ~~recur~~lower inMTBE ~~the~~pricing ~~current~~and ~~year~~higher feedstock costs.

Acetyl Chain

	Year EndedDecember 31,					%
	2024		2023		Change	Change
	2025		2024		Change	Change
	(In $ millions, except percentages)
Net sales	4,~~763~~232		4,~~884~~763		(~~121~~531)	(211.51)	%
Net Sales Variance
Volume	4(6)	%
Price	(6)	%
Currency	—1	%
Operating profit (loss)	~~951~~539		~~1,109~~946		(~~158~~407)	(1443.20)	%
Operating margin	2012.07	%	2219.79	%
Dividend income - equity investments	~~127~~121		~~124~~127		3(6)	2.(4.7)	%
Depreciation and amortization	~~244~~263		~~217~~244		2719	127.48	%

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Net sales decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•lower pricing for most of our products globally, due to an environment with greater supply than demand ~~during the year ended December 31, 2024~~; and

•lower volume across the chain, primarily for acetate tow, due to decreased global demand;

partially offset by:

•~~higher~~a ~~volume~~favorable ~~for~~currency ~~most~~impact, ofprimarily ~~our~~resulting ~~products,~~from ~~primarily~~a ~~methanol,~~stronger ~~downstream~~euro ~~derivative~~relative ~~products,~~to ~~acid,~~the ~~and~~U.S. ~~VAM~~dollar.

Operating profit decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•lower Net sales; and

~~•higher spending of $~~40 million, primarily as a result of increased plant operating and maintenance expenses, including costs at our new acetic acid unit at Clear Lake, Texas, and plant turnaround costs related to our joint venture, Fairway Methanol LLC;

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•an increase of accelerated depreciation expense of $11 million for the year ended December 31, 2025, related to the intended closure of our facility in Lanaken, Belgium (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information);

partially offset by:

•lower raw material and sourcing costs, ~~primarily~~driven ~~for~~by ~~carbon~~productivity ~~monoxide and methanol~~initiatives.

Other Activities

	Year EndedDecember 31,			%
	2024	2023	Change	Change
	2025	2024	Change	Change
	(In $ millions, except percentages)
Operating profit (loss)	(~~469~~367)	(~~505~~469)	36102	721.17	%
Non-operating pension and other postretirement employee benefit (expense) income	~~(28)~~52	(6828)	4080	58285.87	%

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

Operating loss decreased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•lower ~~functional~~ spending ~~and~~of ~~incentive~~$97 million, ~~compensation~~primarily ~~cost~~due to realization of ~~$33~~synergy and cost savings actions during the year ended December ~~million~~31, 2025.

Non-operating pension and other postretirement employee ~~expense~~benefit ~~decreased~~income increased for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024 primarily due to:

•a decrease in the actuarial loss of $2982 million, asprimarily adue ~~result~~to ofhigher anthan ~~increase~~expected inasset ~~the~~returns, ~~weighted~~partially ~~average~~offset ~~discount~~by ~~rate~~unfavorable ~~used~~plan toexperience ~~determine~~and ~~benefit~~a ~~obligations~~decrease ~~from~~in ~~4.5%~~the toweighted ~~4.8%,~~average ~~partially~~discount ~~offset~~rate by(see ~~lower than expected actual asset returns. See~~ Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of December 31, ~~2024~~2025, we have $1.75 billion available for borrowing under our senior U.S. ~~unsecured~~Revolving ~~revolving~~Credit ~~credit~~Facility ~~facility,~~(defined below) and $~~171~~50 million available for borrowing under our separate China Revolving Credit Facilities (defined below) ~~and up to $1.0 billion under the November 2024 U.S. Term Loan Credit Agreement (defined below)~~, if required, into ~~meeting~~meet our working capital needs and other contractual obligations (see Covenants section below for further information). In addition, we held cash and cash equivalents of $~~962~~1.3 ~~million~~billion as of December 31, ~~2024~~2025. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.

On February 292, ~~2024~~ 2026, we ~~announced~~completed the ~~intended~~sale ~~closure~~ of ~~our facility in Mechelen, Belgium to optimize production costs across our global network. This operation is included in~~ the ~~Engineered~~Micromax® ~~Materials~~business ~~segment. We fully ceased operations during the three months ended December 31, 2024. We expect~~ to ~~incur~~Element ~~additional~~Solutions ~~exit~~Inc ~~and~~for ~~shutdown~~a ~~costs~~purchase ~~related~~price ~~to the closure~~ of ~~the facility of approximately~~ $20492 million, ~~inclusive~~subject ofto ~~estimated~~customary ~~employee~~transaction ~~termination costs, through 2028~~adjustments. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

InOn October ~~2023~~28, 2025, we announced the intended closure of our ~~PA66 and High-Performance Nylon ("HPN") polymerization units at our~~ facility in ~~Uentrop~~Lanaken, ~~Germany~~Belgium to ~~optimize~~streamline our production costs across our global network. ~~These~~We ~~operations~~intend ~~are~~to ~~included~~permanently incease all manufacturing operations during the ~~Engineered~~second ~~Materials~~half ~~segment~~of 2026. We ~~fully~~expect ~~ceased~~to ~~operation~~incur ofadditional ~~the~~exit ~~PA66~~and ~~polymerization~~shutdown ~~unit~~costs ~~and~~related ~~partially~~to ~~ceased~~the ~~operation~~closure of the ~~HPN~~facility ~~polymerization~~of ~~units~~$140 million, ~~during~~including ~~the~~employee ~~year~~termination ~~ended December 31~~costs, ~~2024~~ through 2027. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

In ~~September 2023~~February 2024, we ~~formed~~announced ~~a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under~~ the ~~name~~intended ~~Nutrinova.~~closure ~~We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees~~ of our ~~food~~facility ~~ingredients business while retaining a 30% interest~~ in ~~the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million~~Mechelen, ~~subject~~Belgium to ~~transaction~~optimize ~~adjustments.~~production Wecosts ~~accounted~~across ~~for~~ our ~~interest~~global innetwork. ~~the~~This ~~joint~~operation ~~venture~~is ~~as an equity method investment, and our portion of the results will continue to be~~ included in the Engineered Materials segment. ~~For~~We ~~further~~fully ~~information~~ceased ~~regarding~~operations ~~the~~as ~~food~~of ~~ingredients joint venture~~December 31, 2024. ~~see~~See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

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In ~~November 2022~~October 2023, we ~~acquired~~announced athe ~~majority~~intended closure of ~~the~~our ~~M&M~~PA66 ~~Business~~and ~~for~~certain aHigh-Performance ~~purchase~~Nylon ~~price~~("HPN") ofpolymerization ~~$11.0 billion,~~units ~~subject~~at toour ~~transaction~~facility ~~adjustments~~in Uentrop, inGermany anto ~~all-cash~~optimize ~~transaction.~~production ~~For~~costs ~~further~~across ~~information~~our ~~regarding~~global ~~the~~network. ~~acquisition~~We ~~and~~fully ~~related~~ceased ~~financing~~operation ~~transactions,~~of ~~see~~PA66 ~~Debt~~polymerization unit and ~~Other~~certain ~~Obligations~~HPN inpolymerization ~~this~~units ~~Liquidity~~during ~~and~~the ~~Capital~~year ~~Resources~~ended ~~and~~December 31, 2024. ~~Note~~See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Our incurrence of debt to finance the purchase price for the M&M Acquisition ~~has~~ increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with synergy opportunities from the M&M Acquisition and cost reduction initiatives, will support our deleveraging efforts over the next few years. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term. In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, ~~on November 4, 2024,~~ we ~~announced~~reduced our ~~intent to reduce our~~ quarterly dividend by approximately 95 ~~percent~~% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the ~~food~~sale ~~ingredients~~of ~~joint~~the ~~venture~~Micromax® business described above, other opportunistic dispositions or monetization of other product or business lines or other assets.

While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

Total capital expenditures were $~~435~~343 million for the year ended December 31, ~~2024~~2025. We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in ~~2025~~2026. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant iswas incompleted ~~construction~~ and webegan ~~are~~production ~~accelerating~~activities ~~completion~~during tothe ~~meet~~three ~~demand~~months ended December 31, 2025 and (2) the new liquid crystal polymer ("LCP") plant is in construction and ~~remains~~ on schedule ~~under~~for acompletion ~~delayed~~in ~~timeline.~~the Atsecond ~~our~~half ~~Bishop, Texas facility, our debottleneck~~ of ~~the ultra-high molecular weight polyethylene ("UHMW-PE") unit is on schedule and in detailed engineering design while construction is delayed in line with expected demand growth~~2026. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is progressing on an extended schedule ~~and~~that inaligns ~~detailed~~with ~~engineering~~our ~~design~~strategy for capital spending. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction ~~and~~with ~~on schedule for~~ start-up scheduled in the ~~second~~first half of ~~2025~~2026 to align with demand. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers.

We did not repurchase any Common Stock during the year ended December 31, ~~2024~~2025.

On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock.

We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations.

We remain in compliance with the covenants in the existing Global Credit Agreements (defined below, and as amended to date) and expect to remain in compliance based on our current expectation of future results of operations and planned cash generation activities. If the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of any impacted covenants, which may increase our borrowing costs under the existing Global Credit Agreements.

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Cash Flows

Cash and cash equivalents ~~decreased~~increased $~~843~~301 million to $~~962~~1.3 ~~million~~billion as of December 31, ~~2024~~2025 compared to December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, $~~627~~828 million of the $~~962~~1.3 ~~million~~billion of cash and cash equivalents was held by our foreign subsidiaries. ~~Under~~Cash ~~the Tax Cuts~~ and ~~Jobs~~cash ~~Act,~~equivalents weheld ~~have~~by ~~incurred a prior year charge associated with the deemed repatriation of~~ foreign ~~earnings.~~subsidiaries ~~These funds~~ are largely accessible without additional material tax consequences, if needed ~~in the U.S., to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.~~

~~Year Ended December 31, 2024 Compared to Year Ended December 31, 2023~~42

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in the U.S. to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

•Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities ~~decreased~~increased $~~933~~180 million to $~~966~~1.1 ~~million~~billion for the year ended December 31, ~~2024~~2025 compared to $1.90 billion for the same period in ~~2023~~2024, primarily due to:

•~~unfavorable~~favorable trade working capital of $~~654~~524 million, primarily due to ~~inventory reductions compared to those in~~ the ~~prior~~timing ~~year~~of ~~driven~~settlement byof ~~balancing~~trade ~~production~~payables, ~~with~~inventory ~~demand~~reductions, and the timing of ~~settlement~~collection of trade ~~payables~~receivables during the year ended December 31, ~~2024~~2025;

•a decrease in Net earnings, excluding the non-cash impacts of impairment losses, primarily due to the goodwill impairment loss of $1.5 billion in the Engineered Materials segment, (see Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information), deferred income taxes of $1.2 billion and the gain of $515 million recognized on the formation of the Nutrinova joint venture during the year ended December 31, 2023, which did not recur in the current year (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information); and

•an increase in cash taxes paid of $112 million.

•Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities increased $336 million to $470 million for the year ended December 31, 2024 compared to $134 million for the same period in 2023, primarily due to:

•a cash inflow of $461 million recognized during the year ended December 31, 2023 related to the formation of the Nutrinova joint venture (see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information), which did not recur in the current year.

partially offset by:

•the change in Net earnings after noncash adjustments, which resulted in a $236 million decrease of ~~$133~~cash ~~million~~flows inprovided ~~capital~~by ~~expenditures~~operating ~~during~~activities for the year ended December 31, ~~2024~~2025.

•Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities decreased $121 million to $349 million for the year ended December 31, 2025 compared to $470 million for the same period in 2024, primarily due to:

•a decrease of $92 million in capital expenditures during the year ended December 31, 2025; and

•an increase of $21 million during the year ended December 31, 2025, primarily due to the sale of long-lived assets in our Engineered Materials segment.

•Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities decreased $~~143~~800 million to $~~1.3~~513 ~~billion~~million for the year ended December 31, ~~2024~~2025 compared to $1.53 billion for the same period in ~~2023~~2024, primarily due to:

•aan ~~decrease~~increase in ~~payments~~proceeds onfrom long-term debt, primarily due to ~~our cash tender offer of~~ $24.250 billion ~~completed~~ in ~~August~~proceeds ~~2023,~~received ~~payment~~from inthe ~~full~~March 2025 ofOffering ~~delayed-draw~~(defined ~~term~~below) ~~loans of $870 million~~ and ~~repayment at maturity of the 1.125% senior unsecured notes during the year ended~~ December ~~31, 2023,~~2025 ~~that~~Offering ~~did~~(defined ~~not recur in the current year, partially offset by repayments at maturity of the 5.900% and 3.500% senior unsecured notes during the year ended December 31, 2024~~below); ~~and~~

•a decrease in ~~net~~common ~~payments~~stock ondividends ~~short-term~~paid ~~debt, primarily driven by a payment~~ of $~~500~~294 million ~~on our March 2022 U.S. Term Loan Credit Agreement (defined below)~~ during the year ended December 31, ~~2023, which did not recur in the current year, partially offset by an increase in net payments on our revolving credit facilities of $74 million~~2025; and

44•a decrease in net payments on short-term debt of $220 million, primarily due to a decrease in net payment on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $138 million, and an increase in net borrowings under the China Working Capital Term Loan Agreement (defined below);

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partially offset by:

•aan ~~decrease~~increase in ~~proceeds~~repayments of long-term debt, primarily due to payments made in connection with the ~~issuance~~March 2025 ofTender ~~certain~~Offers ~~senior~~(defined ~~unsecured~~below) ~~notes~~and December 2025 Tender Offers (defined below) of $32.03 billion, ~~during~~redemption of the ~~year~~6.050% ~~ended~~Senior ~~December~~Notes due March 3115, ~~2023~~2025, ~~that~~repayment ~~did~~of ~~not~~$880 million ~~recur~~of inthe March 2022 U.S. Term Loan Credit Agreement (defined below), and redemption of the ~~current~~1.250% ~~year~~Senior Notes due February 11, 2025, partially offset by ~~current~~the ~~year~~$527 million ~~borrowings~~payment onat ~~working~~maturity ~~capital~~of ~~loan~~the ~~facilities~~5.900% insenior ~~China~~unsecured notes and $473 million payment at maturity of the 3.500% senior unsecured notes, during the year ended December 31, 2024; and

•an increase in ~~net~~debt ~~payments~~refinancing oncosts ~~our~~paid ~~China~~of ~~Working~~$142 million ~~Capital~~during ~~Term~~the ~~Loan~~year ~~Agreement~~ended ~~(defined below)~~December 31, 2025.

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Debt and Other Obligations

•Senior Credit Facilities

In March 2022, weCelanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit ~~Agreement~~Facility"), ~~pursuant~~and toin ~~which~~November ~~lenders~~2024, ~~provided~~Celanese U.S. entered into a ~~tranche~~$1.0 billion ofsenior ~~delayed-draw~~unsecured term ~~loans~~loan ~~due~~credit 5agreement ~~years~~(the ~~from~~"November 2024 ~~issuance~~U.S. inTerm anLoan ~~amount~~Credit ~~equal~~Facility"). toThe ~~$1.0~~March ~~billion~~2022 (U.S. Term Loan Credit Facility and the ~~"5-year~~November 2024 U.S. Term ~~Loans")~~Loan Facility were each fully repaid and terminated as of December 31, 2025.

~~Also~~On ~~in March~~August ~~2022~~11, we2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (~~as amended to date,~~ the "U.S. Revolving Credit ~~Agreement~~Facility" and, together with the March 2022 U.S. Term Loan Credit ~~Agreement~~Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit ~~Agreements~~Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in ~~2027~~2030, which replaced the existing U.S. revolving credit facility. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings. The U.S. Revolving Credit Facility had no outstanding balance as of December 31, 2025

OnThe ~~February 21, 2023,~~U.S. ~~August 9, 2023,~~Revolving ~~February 16, 2024,~~Credit ~~November 1, 2024~~Facility is guaranteed by Celanese and ~~February~~certain ~~17,~~domestic ~~2025~~subsidiaries, wetogether ~~amended~~representing ~~certain~~substantially ~~covenants~~all inof ~~certain~~our ofU.S. assets and business operations (the "Subsidiary Guarantors"). The March 2022 U.S. Term Loan Credit ~~Agreements~~Facility and the November 2024 U.S. Term Loan Credit Facility were guaranteed by Celanese and the Subsidiary Guarantors prior to being fully repaid and terminated as of December 31, 2025. ~~including~~The ~~financial~~Subsidiary ~~ratio~~Guarantors ~~maintenance~~are ~~covenants~~listed in Exhibit 22.1 to this Annual Report.

~~The~~Certain Uof our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities").S Celanese (Shanghai) International Trading Co., ~~Credit~~Ltd ~~Agreements~~("CSIT") ~~are~~entered into a revolving credit facility guaranteed by Celanese, ~~Celanese~~ U.S. (the "CSIT Revolving Credit Facility") which bears interest at a fixed rate and ~~domestic~~expired ~~subsidiaries~~January 13, 2026. ~~together~~This ~~representing~~revolving ~~substantially~~credit ~~all~~facility had an outstanding balance of ~~our~~$43 million ~~U.S.~~as ~~assets~~of December 31, 2025 and ~~business~~was ~~operations~~fully ~~(the~~repaid ~~"Subsidiary~~on ~~Guarantors")~~January 13, 2026.

~~In January 2023,~~ Celanese (~~Shanghai~~Nanjing) ~~International~~Chemical ~~Trading~~ Co., Ltd. ("~~CSIT~~CNCC"), ahas ~~fully consolidated subsidiary,~~ entered into avarious ~~restatement~~working ofcapital anloans ~~existing~~that ~~credit~~bear ~~facility~~interest ~~agreement~~at ~~(the~~floating ~~"CSIT~~interest ~~Revolving~~rates ~~Credit~~or ~~Agreement")~~fixed tointerest ~~upsize~~rates and ~~modify~~expire ~~the~~on ~~facility~~various ~~thereunder~~dates tobeginning ~~consist of an aggregate CNY1.75~~December ~~billion~~2026 ~~uncommitted~~through ~~senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January~~July ~~2023 Facility")~~2028. ~~Obligations~~These ~~bear~~working ~~interest~~capital atloans ~~certain~~have ~~fixed~~an ~~and~~outstanding ~~floating~~balance ~~rates.~~of ~~On April~~$571 ~~7, 2024, the CSIT January 2023 Facility was reduced to CNY750~~ million ~~and~~as onof December 1931, ~~2024, the CSIT January 2023 Facility was reduced to CNY550 million~~2025. ~~The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.~~

~~Also~~On ~~in January~~April ~~2023~~11, ~~CSIT~~2025, CNCC entered into a ~~senior~~CNY100 million ~~unsecured~~revolving ~~working~~credit ~~capital~~facility ~~loan~~guaranteed ~~contract~~by ~~for~~Celanese ~~CNY800 million~~U.S. (the "~~China~~CNCC ~~Working~~Revolving ~~Capital~~Credit ~~Term Loan Agreement~~Facility"), ~~payable 12 months from withdrawal date~~ and ~~bearing~~together ~~interest~~with atthe ~~0.5%~~CSIT ~~less~~Revolving ~~than~~Credit ~~certain~~Facility, ~~interbank rates. The loan under~~ the "China ~~Working~~Revolving ~~Capital~~Credit ~~Term~~Facilities") ~~Loan~~expiring ~~Agreement~~12 ~~was~~months ~~fully~~from ~~drawn~~the indrawdown ~~January 2023~~date. ~~and~~No ~~was~~draws ~~fully~~were ~~repaid~~initiated ~~during~~as ~~the~~of ~~three months ended March~~December 31, ~~2024~~2025.

InOn ~~December~~October ~~2023~~20, ~~Celanese (Nanjing) Chemical Co.~~2025, ~~Ltd.~~CNCC ~~("CNC")~~ entered into a ~~senior~~CNY300 million ~~unsecured~~ working capital loan ~~agreement~~expiring ~~for~~three ~~CNY800 million,~~years ~~payable~~from ~~on December 25, 2026 and bearing interest at 2.8% (~~the ~~"CNC~~drawdown ~~Working Capital Loan Agreement")~~date. ~~The~~No ~~loan~~draws ~~under~~were ~~the~~initiated ~~CNC~~as ~~Working~~of ~~Capital Loan Agreement was fully drawn during the three months ended March~~December 31, ~~2024~~2025.

OnWe ~~June 28, 2024,~~expect ~~CNC~~the ~~entered~~China ~~into~~Credit aFacilities ~~senior~~will ~~unsecured~~continue ~~working~~to ~~capital~~facilitate ~~loan~~our ~~agreement~~efficient ~~for~~repatriation ~~CNY800 million,~~of ~~payable~~cash into ~~installments~~the ~~until~~U.S. ~~June 28, 2027~~to ~~and~~repay ~~bearing~~debt ~~interest~~and ateffectively ~~2.75%~~redomicile ~~(the~~a ~~"CNC~~portion ~~Three~~of ~~Year~~our ~~Working Capital Loan Agreement")~~U.S. ~~The~~debt ~~CNC~~to ~~Three~~China ~~Year~~at ~~Working~~a ~~Capital~~lower ~~Loan~~average ~~Agreement~~interest ~~was partially drawn during the year ended December 31, 2024~~rate.

On November 1, 2024, we entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement will accrue interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on the Company's senior unsecured debt rating, subject to further changes based on such ratings. The commitments under the November 2024 U.S. Term Loan Credit Agreement will terminate by March 15, 2025. The loan under the November 2024 U.S. Term Loan Credit Agreement was not drawn during the year ended December 31, 2024.44

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On December 10, 2024, CNC entered into a credit facility agreement (the "CNC Revolving Credit Agreement," together with the CNC Three Year Working Capital Loan Agreement, the CSIT Revolving Credit Agreement, the China Working Capital Term Loan Agreement and the CNC Working Capital Loan Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements")) for a CNY1.0 billion uncommitted senior unsecured revolving credit facility (the "CNC December 2024 Facility", and together with the CSIT January 2023 Facility and any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain floating rates. We expect the China Credit Agreements will facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate.

On February 6, 2025, we drew $300 million from our U.S. Revolving Credit Facility. This borrowing and cash on hand were used primarily to repay in full our senior unsecured notes due 2025, with an interest rate of 1.250%, due on February 11, 2025, and for general corporate purposes.

•Senior Notes

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act"), ~~as amended, as follows~~ (collectively, the "Senior Notes") as follows:

Senior Notes

Issue Date

Principal

Interest Rate

Interest Pay Dates

Maturity Date

Issue Date

Principal

Interest Rate

Interest Pay Dates

Maturity Date

(In millions)

(In percentages)

(In $ millions)

(In percentages)

1.250% Notes

December 2017

€300

1.250

(1)

February 11

February 11, 2025

July 2022

526

5.277

(1)(2)

July 19

July 19, 2026

6.050% Notes

July 2022

$1,000

6.050

March 15

September 15

March 15, 2025

August 2021

400

1.400

February 5

August 5

August 5, 2026

4.777% Notes

July 2022

€1,000

4.777

July 19

July 19, 2026

November 2018

587

2.125

(1)

March 1

March 1, 2027

1.400% Notes

August 2021

$400

1.400

February 5

August 5

August 5, 2026

July 2022

554

6.665

(2)

January 15

July 15

July 15, 2027

2.125% Notes

November 2018

€500

2.125

March 1

March 1, 2027

September 2021

587

0.625

(1)

September 10

September 10, 2028

6.165% Notes

July 2022

$2,000

6.165

January 15

July 15

July 15, 2027

August 2023

746

6.850

(2)

May 15

November 15

November 15, 2028

0.625% Notes

September 2021

€500

0.625

September 10

September 10, 2028

July 2022

588

5.587

(1)(2)

January 19

January 19, 2029

6.350% Notes

August 2023

$1,000

6.350

(2)

May 15

November 15

November 15, 2028

July 2022

750

6.830

(2)

January 15

July 15

July 15, 2029

5.337% Notes

July 2022

€500

5.337

January 19

January 19, 2029

March 2025

700

6.500

(3)

April 15

October 15

April 15, 2030

6.330% Notes

July 2022

$750

6.330

January 15

July 15

July 15, 2029

August 2023

999

7.050

(2)

May 15

November 15

November 15, 2030

6.550% Notes

August 2023

$999

6.550

(2)

May 15

November 15

November 15, 2030

December 2025

600

7.000

(4)

February 15

August 15

February 15, 2031

6.379% Notes

July 2022

$1,000

6.379

January 15

July 15

July 15, 2032

March 2025

881

5.000

(1)(3)

April 15

October 15

April 15, 2031

6.700% Notes

August 2023

$1,000

6.700

(2)

May 15

November 15

November 15, 2033

July 2022

1,000

6.879

(2)

January 15

July 15

July 15, 2032

March 2025

1,100

6.750

(3)

April 15

October 15

April 15, 2033

August 2023

1,000

7.200

(2)

May 15

November 15

November 15, 2033

December 2025

800

7.375

(4)

February 15

August 15

February 15, 2034

______________________________

(1)~~The~~Issued ~~1.250% Notes were repaid~~ in ~~full on February 11, 2025~~euro.

(2)OnIn November ~~14,~~ 2024, S&P Global Ratings downgraded our credit rating toand ~~BB+~~on February 12, 2025, Moody's Ratings downgraded our credit rating, which together had the effect of increasing ~~the~~ interest rates by 2550 basis points on ~~the~~certain senior unsecured notes ~~due 2028~~, ~~senior~~effective ~~unsecured~~on ~~notes~~various ~~due~~dates ~~2030~~beginning ~~and senior unsecured notes due 2033 to 6.600%~~May 15, ~~6.800%~~2025 ~~and~~through ~~6.950%, respectively, effective November~~January 1519, ~~2024~~2026.

~~The~~On ~~Senior~~November 17, ~~Notes~~2025, ~~were issued by Celanese U.~~S.&P ~~and~~Global ~~are~~Ratings ~~guaranteed~~downgraded onour acredit ~~senior~~rating ~~unsecured basis by Celanese~~ and ~~the~~on ~~Subsidiary~~November 25, ~~Guarantors.~~2025, ~~Celanese~~Moody's ~~U.S.~~Ratings ~~may~~downgraded ~~redeem~~our ~~some~~credit orrating, ~~all~~which oftogether ~~each~~will ofhave the ~~Senior~~effect ~~Notes,~~of ~~prior~~increasing tointerest ~~their~~rates ~~respective~~for ~~maturity~~certain ~~dates,~~senior atunsecured anotes ~~redemption~~by ~~price~~an ofadditional ~~100%~~50 ofbasis ~~the principal amount~~points, ~~plus~~effective aon ~~"make-whole"~~various ~~premium~~dates asbeginning ~~specified in the applicable indenture~~January 15, ~~plus~~2026 ~~accrued~~through ~~and unpaid interest~~May 15, ~~if any, to the redemption date~~2026.

In(3)On ~~August~~March ~~2023~~14, 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act asin ~~follows~~aggregate principal amounts of €750 million and $1.8 billion (~~collectively~~the "March 2025 Offering"). On March 21, 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "~~2023~~March 2025 ~~Offering~~Tender Offers"):.

Maturity Date	Aggregate PrincipalAmount Issued	Discount to Par	Interest Rate
	(In $ millions)
November 15, 2028	1,000	99.986%	6.350%
November 15, 2030	999	99.950%	6.550%
November 15, 2033	1,000	99.992%	6.700%

The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness, including a portion of the March 2022 U.S. Term Loan Credit Facility, borrowings under the U.S. Revolving Credit Facility and certain senior unsecured notes due March 15, 2025 and (iii) to pay related fees and expenses.

46(4)On December 17, 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering"). In addition, on December 17, 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers").

The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay the outstanding borrowings under the March 2022 U.S. Term Loan Credit Facility and (iii) pay related fees and expenses.

The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date. See Note 11 - Debt in the accompanying consolidated financial statements for further information.

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Also in August 2023, Celanese U.S. completed a cash tender offer for $2.25 billion in aggregate principal amount (the "Tender Offer") as follows:

Maturity Date	Aggregate Principal Amount Tendered	Purchase price per $1,000 principal amount		Total Tender Offer Consideration	Accrued and Unpaid Interest
	(In $ millions)			(In $ millions)
July 5, 2024	1,473	$	999.92	1,473	12
March 15, 2025	750	$	1,002.85	752	20
May 8, 2024	27	$	983.95	27	—

The net proceeds from the 2023 Offering were used (i) to fund the Tender Offer and (ii) for the repayment of other outstanding indebtedness.

•Accounts Receivable Purchasing Facility

InOn June ~~2023~~13, 2025, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $1.5 billion and $1.45 billion of accounts receivable under this agreement for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and collected $1.5 billion and $1.35 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $~~139~~92 million were pledged by the SPE as collateral to the Purchasers as of December 31, ~~2024~~2025.

•Factoring and Discounting Agreements

We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $~~700~~717 million and $~~423~~700 million of accounts receivable under these factoring agreements for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and collected $~~640~~724 million and $~~407~~640 million of accounts receivable sold under these factoring agreements during the same periods.

We have master discounting agreements ~~(the "Master Discounting Agreements")~~ with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ~~("BADs")~~, classified as accounts receivable. We received $~~100~~82 million and $45100 million from the accounts receivable transferred under ~~the~~master ~~Master~~discounting ~~Discounting~~agreements ~~Agreements~~for asthe ofyears ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

See Note 11 - Debt in the accompanying consolidated financial statements for further information.

Covenants

Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. We are in compliance with all of the covenants related to our debt agreements as of December 31, 2024. On February 17, 2025, November 1, 2024, February 16, 2024, August 9, 2023 and February 21, 2023, we amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants.

During the years ended December 31, 2025 and 2024, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.

We are in compliance with the covenants in our material financing arrangements as of December 31, 2025.

Due to scheduled step downs of the required consolidated leverage ratio under the U.S. Revolving Credit Facility taking effect beginning in the first quarter of 2026, we believe we may be unable to comply with the consolidated leverage ratio in its current form within the twelve-month period subsequent to the date of this filing unless we are able to implement sufficient mitigation strategies. Such strategies include, but are not limited to, amending the outstanding U.S. Revolving Credit Facility consistent with prior similar amendments we have obtained over the past several years, obtaining a waiver of the default, replacing the U.S. Revolving Credit Facility with a new revolving credit facility, consummating additional divestiture opportunities, and/or reducing operating costs. Implementation of such strategies may increase our borrowing costs under existing material financing arrangements. If we are not able to implement sufficient mitigating strategies and are therefore not able to comply with the consolidated leverage ratio, the lenders under the U.S. Revolving Credit Facility could elect to terminate the facility. As of the date of this filing, the U.S. Revolving Credit Facility has no outstanding borrowings. We currently do not expect to draw on the U.S. Revolving Credit Facility to fund our operations or financial obligations within the twelve-month period subsequent to the date of this filing and expect to have sufficient liquidity available to meet our operational and capital investment needs and financial obligations for the foreseeable future.

See Note 11 - Debt in the accompanying consolidated financial statements for further information.

Guarantor Financial Information

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act ~~of 1933, as amended (collectively, the "Senior Notes")~~. The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 11 - Debt in the accompanying consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. ~~The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.~~

The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it

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or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. In addition, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Revolving Credit ~~Agreements~~Facility (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S. Revolving Credit ~~Agreements~~Facility, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.

For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Revolving Credit ~~Agreements~~Facility, other outstanding debt, Common Stock dividends and Common Stock repurchases.

The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.

			Year Ended December 31,2024
			Year Ended December 31,2025
			(In $ millions)
Net sales to third parties			1,~~819~~679
Net sales to non-guarantor subsidiaries			~~1,140~~460
Total net sales			2,~~959~~139
Gross profit			~~558~~6
Earnings (loss) from continuing operations			(~~367~~738)
Net earnings (loss)			(~~374~~747)
Net earnings (loss) attributable to the Obligor Group			(~~374~~747)

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions)
Receivables from non-guarantor subsidiaries	1,~~138~~176	~~787~~1,138
Other current assets	2,~~372~~503	2,~~245~~353
Total current assets	3,~~510~~679	3,~~032~~491
Goodwill	536	536
Other noncurrent assets	6,~~386~~620	36,~~289~~386
Total noncurrent assets	67,~~922~~156	36,~~825~~922
Current liabilities due to non-guarantor subsidiaries	58,~~258~~384	25,~~993~~258
Current liabilities due to affiliates	5	65
Other current liabilities	21,~~212~~666	12,~~940~~244
Total current liabilities	710,~~475~~055	47,~~939~~507
Noncurrent liabilities due to non-guarantor subsidiaries	31,~~371~~810	3,~~365~~371
Other noncurrent liabilities	11,~~241~~784	1311,~~007~~232
Total noncurrent liabilities	1413,~~612~~594	1614,~~372~~603

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Share Capital

On February 1211, ~~2025~~2026, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to ~~approximately~~ $3 million. The cash dividend will be paid on March 1110, ~~2025~~2026 to holders of record as of February 2524, ~~2025~~2026. As ~~disclosed~~indicated above, as part of our deleveraging efforts, we ~~announced~~reduced our ~~intent to reduce our~~ quarterly dividend by approximately 95% ~~percent~~ beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation policy.

Our Board of Directors has authorized the aggregate repurchase of $6.9 billion of our Common Stock since February 2008. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. During the year ended December 31, ~~2024~~2025, we did not repurchase any shares of our Common Stock. As of December 31, ~~2024~~2025, we had $1.1 billion remaining under authorizations by our Board of Directors. As discussed above, as part of our deleveraging efforts, we have paused our share repurchase program.

See Note 14 - Shareholders' Equity in the accompanying consolidated financial statements for further information.

Contractual Obligations, Guarantees and Commitments

We ~~calculated~~estimate ~~$2.5 billion of all~~ future interest payments on debt and other obligations calculated using ~~the~~interest ~~rate~~rates in effect on December 31, ~~2024~~2025 ~~and~~to be $~~493~~3.5 ~~million~~billion. ofWe ~~all~~estimate future pension and other postretirement funding obligations to be $503 million. We have directly guaranteed various debt obligations under agreements with third parties related to certain equity affiliates. As of December 31, ~~2024~~2025, we have directly guaranteed $145 million and €31 million of such obligations.

We have not entered into any material off-balance sheet arrangements.

In the accompanying consolidated financial statements, see Note 10 - Current Other Liabilities for current asset retirement obligations, Note 11 - Debt for a description of the guarantees under our Senior Notes and U.S. Revolving Credit ~~Agreement~~Facility, Note 12 - Benefit Obligations for a description of the pension and other postretirement funding obligations, Note 13 - Environmental for a description of environmental obligations, Note 15 - Income Taxes for a description of uncertain tax positions, Note 16 - Leases for lease obligations and Note 19 - Commitments and Contingencies for a discussion of commitments and contingencies related to legal and regulatory proceedings.

Market Risks

See Item 7A. Quantitative and Qualitative Disclosure about Market Risk for further information.

Business Environment

During the three months ended December 31, ~~2024~~2025, we ~~experienced~~continued ~~a sustained decrease in our share price, following downward revisions in forecast earnings and our announcement~~ to ~~reduce~~experience ~~our quarterly dividend by approximately 95% beginning in the first quarter of 2025 to redeploy cash toward debt reduction, and a challenging~~ demand ~~environment.~~challenges ~~We faced extended weakness~~ in ~~the~~key ~~macroeconomic environment, with downturns in the Western Hemisphere automotive and industrial~~ end-markets, ~~impacting~~like ~~our Engineering Materials segment~~automotive, ~~as well as persistent demand weakness in~~ paints, coatings, and construction, ~~impacting~~due ~~our~~to ~~Acetyl~~continued ~~Chain~~weakness ~~segment,~~in ~~which~~global ~~deepened~~macroeconomic ~~general demand softness~~conditions. WeDemand ~~are~~during ~~committed~~this totime ~~taking~~was ~~actions~~further ~~that~~impacted ~~are~~by ~~expected~~greater tothan ~~improve~~anticipated ~~our~~western ~~earnings,~~hemisphere ~~accelerate deleveraging, and increase shareholder returns in this challenging, and any, environment~~seasonality. We ~~also~~continue ~~intend~~ to ~~continue~~identify toand ~~closely~~implement ~~monitor~~actions ~~the~~to ~~impact~~improve ofearnings, ~~and~~accelerate ~~responses to~~deleveraging, ~~geopolitical effects on demand conditions~~ and ~~the~~create ~~supply~~long-term ~~chain~~shareholder value.

Critical Accounting Policies and Estimates

Our consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates.

We believe the following accounting policies and estimates are critical to understanding the financial reporting risks present in the current economic environment. These matters, and the judgments and uncertainties affecting them, are also essential to understanding our reported and future operating results. See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information.

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•Recoverability of Long-Lived Assets

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

We assess the recoverability of the carrying amount of our goodwill and other indefinite-lived intangible assets annually during the third quarter of our fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable.

When assessing the recoverability of goodwill and other indefinite-lived intangible assets, we may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit or another indefinite-lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. We may elect to bypass the qualitative assessment for some or all of our reporting units or other indefinite-lived intangible assets and proceed directly to a quantitative analysis depending on the facts and circumstances.

In performing a quantitative analysis of goodwill, recoverability of goodwill for each reporting unit is measured using the income approach based on a discounted cash flow model incorporating discount rates commensurate with the risks involved or a combination of the income approach and the market approach using the guideline public company method. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, revenue growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital ("WACC") considering any differences in company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting units operate. Tax rates consider the operating structure of the reporting unit and jurisdictions in which the reporting unit operates. A terminal value rate is applied to the final year of the projected periods to reflect continued stable, perpetual growth.

Management tests other indefinite-lived intangible assets quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. Key assumptions used in this model include discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, revenue growth rates, tax rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors. Royalty rates are established by management using the most recent third party valuations and are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate. Tax rates consider the operating structure of the Company and ~~tax rates in~~ jurisdictions in which the entity with the rights to the indefinite-lived intangible assets operate.

Specific assumptions discussed above are updated at the date of each test to consider current industry and company-specific risk factors from the perspective of a market participant. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. To the extent that changes in the current business environment result in adjusted management projections, impairment losses may occur in future periods.

During the three months ended September 30, 2024, the Company completed its annual goodwill impairment test. The results of the test indicated the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets. Although no impairment of the engineered materials reporting unit was identified during the nine months ended September 30, 2024, the estimated fair value exceeded its carrying value by less than 10% as of September 30, 2024.

During the three months ended December 31, 2024, the Company experienced a significant and sustained decrease in the Company's share price. Further, due to extended weakness in the macroeconomic environment, specifically the auto and industrial end-markets, which deepened general demand softness during the three months ended December 31, 2024, thereby impacting pricing and volume, the Company updated its engineered materials reporting unit forecast model for the 2025 fiscal year which showed additional deterioration in the projected financial results for the 2025 fiscal year compared to the analyses prepared during the three months ended September 30, 2024. While the long-term projections beyond 2025 include recovery, the lower projections in 2025 do have an impact on the forecast model beyond 2025 by applying forecasted growth rates to a lower anticipated 2025 base revenue. The updated 2025 projections continue to reflect industry wide challenges including demand softness across the majority of end uses resulting in lower pricing. Based on the sustained decrease in the share price and the downward revisions to projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired. As a result, the Company performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024. The results of the test determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value primarily due to the downward adjustments

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in the forecast model, as well as an increase in the discount rate. As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in the Engineered Materials segment. As of December 31, 2024, the engineered materials reporting unit had goodwill of $5.0 billion.

In connection with the Company's annual indefinite-lived intangible assets impairment test during the three months ended September 30, 2024, the Company recorded a non-cash impairment loss of $34 million to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.

Additionally, in conjunction with the goodwill impairment test in the three months ended December 31, 2024, the Company performed an interim impairment test of the indefinite-lived intangible assets assigned to the engineered materials reporting unit and determined certain trade names were impaired. As a result, the Company recorded a non-cash impairment loss of $83 million to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.

See Note 9 - Goodwill and Intangible Assets, Net in the accompanying consolidated financial statements for further information.

•Benefit Obligations

Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans. These key assumptions include the discount rate and expected long-term rates of return on plan assets. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions. These differences may result in a significant impact to the amount of net periodic benefit cost recorded in future periods.

Pension assumptions are reviewed annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. Assumptions are reviewed on a plan and country-specific basis by third-party actuaries and senior management. Such assumptions are adjusted as appropriate to reflect changes in market rates and outlook.

See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

~~The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2025 from a change in the indicated assumptions are as follows:~~49

	Change in Rate		Impact on Net Periodic Benefit Cost	Impact on Projected Benefit Obligations
			(In $ millions)
U.S. Pension Benefits
Decrease in the discount rate	0.5	%	(5)	74
Decrease in the long-term expected rate of return on plan assets(1)	0.5	%	9	N/A
Non-U.S. Pension Benefits
Decrease in the discount rate	0.5	%	(1)	55
Decrease in the long-term expected rate of return on plan assets	0.5	%	3	N/A

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The estimated change in pension net periodic benefit cost and projected benefit obligations that would occur in 2026 from a change in the indicated assumptions are as follows:


	Change in Rate		Impact on Net Periodic Benefit Cost	Impact on Projected Benefit Obligations
			(In $ millions)
U.S. Pension Benefits
Decrease in the discount rate	0.5	%	(7)	72
Decrease in the long-term expected rate of return on plan assets(1)	0.5	%	9	N/A
Non-U.S. Pension Benefits
Decrease in the discount rate	0.5	%	(1)	49
Decrease in the long-term expected rate of return on plan assets	0.5	%	3	N/A

______________________________

(1)Excludes nonqualified pension plans.

•Income Taxes

We regularly review our deferred tax assets for recoverability and establish a valuation allowance as needed. In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to positive and negative evidence based on the extent to which the forms of evidence can be objectively verified.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment. If actual results differ from the estimates made by management in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or Other comprehensive income depending on the nature of the respective deferred tax asset. In addition, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

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positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Recent Accounting Pronouncements

See Note 3 - Recent Accounting Pronouncements in the accompanying consolidated financial statements for information regarding recent accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risks

Our financial market risk consists principally of exposure to currency exchange rates, interest rates and commodity prices. Exchange rate and interest rate risks are managed with a variety of techniques, including use of derivatives. We have in place policies of hedging against changes in currency exchange rates, interest rates and commodity prices as described below.

See Note 2 - Summary of Accounting Policies in the accompanying consolidated financial statements for further information regarding our derivative and hedging instruments accounting policies related to financial market risk.

See Note 17 - Derivative Financial Instruments in the accompanying consolidated financial statements for further information regarding our market risk management and the related impact on our financial position and results of operations.

•Foreign Currency Forwards and Swaps

A portion of our assets, liabilities, net sales and expenses are denominated in currencies other than the U.S. dollar. Fluctuations in the value of these currencies against the U.S. dollar can have a direct and material impact on the business and financial results. Our largest exposures are to the euro and Chinese yuan ("CNY"). A decline in the value of the euro and CNY versus the U.S. dollar results in a decline in the U.S. dollar value of our sales and earnings denominated in euro and CNY. Likewise, an increase in the value of the euro and CNY versus the U.S. dollar would result in an opposite effect. We estimate that a 10% ~~change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings for the year ended December 31, 2024 by $26 million and $55 million, respectively.~~

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change in the euro/U.S. dollar and CNY/U.S. dollar exchange rates would impact our earnings for the year ended December 31, 2025 by $34 million and $35 million, respectively.

Item 8. Financial Statements and Supplementary Data

The selected quarterly financial data is no longer required, as the Company adopted the amendment to Item 302 of Regulation S-K contained in SEC Release No. 33-10890, which became effective on February 10, 2021. There were no material retrospective changes to any quarters in the two most recent fiscal years that would require this disclosure.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report. Based on that evaluation, as of December 31, ~~2024~~2025, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the three months ended December 31, ~~2024~~2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Management on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, ~~2024~~2025. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of the Company's internal control over financial reporting. Their report follows on page 6461.

Item 9B. Other Information

During the three months ended December 31, ~~2024~~2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated herein by reference from the subsections of "Governance," captioned "Item 1: Election of Directors," "Director Nominees," "Board and Committee Governance," "Additional Governance Matters" and the sections "Stock Ownership Information" and "Questions and Answers — Company Documents, Communications and Shareholder Proposals" sections of the Company's definitive proxy statement for the ~~2025~~2026 annual meeting of shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "~~2025~~2026 Proxy Statement"). With regard to the information required by this Item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in the ~~2025~~2026 Proxy Statement under "Delinquent Section 16(a) Reports" and such disclosure, if any, is incorporated herein by reference. Information about executive officers of the Company is contained in Part I of this Annual Report. A copy of our insider trading policy is filed as Exhibit 19.1 to ~~this~~the 2024 Annual Report Form 10-K filed on February 21, 2025 and is incorporated by reference herein.

Codes of Ethics

The Company has adopted a Business Conduct Policy for directors, officers and employees along with a Financial Code of Ethics for its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. These codes are available on the corporate governance portal of the Company's investor relations website at investors.celanese.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to and waivers from these codes by posting such information on the same website.

Item 11. Executive Compensation

The information required by this Item 11 is incorporated herein by reference from the section "Governance – Director Compensation" and the subsections of "Executive Compensation" captioned "Compensation Discussion and Analysis," "Compensation Risk Assessment," "Compensation and Management Development Committee Report," "Compensation Tables," "CEO Pay Ratio" and "Pay Versus Performance" of the ~~2025~~2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information with respect to beneficial ownership and equity compensation plans required by this Item 12 is incorporated herein by reference from the subsections of "Stock Ownership Information" captioned "Principal Shareholders and Beneficial Owners" and "Securities Authorized for Issuance Under Equity Compensation Plans" in the ~~2025~~2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated herein by reference from the "Governance — Director Independence and Related Person Transactions" section of the ~~2025~~2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP, Dallas, TX, Auditor Firm ID: 185.

The information required by this Item 14 is incorporated herein by reference from the "Audit Matters — Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm" section of the ~~2025~~2026 Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

1. Financial Statements. The report of our independent registered public accounting firm and our consolidated financial statements are listed below and begin on page 6461 of this Annual Report.

			Page Number
Report of Independent Registered Public Accounting Firm			6461
Consolidated Statements of Operations			6764
Consolidated Statements of Comprehensive Income (Loss)			6865
Consolidated Balance Sheets			6966
Consolidated Statements of Equity			7067
Consolidated Statements of Cash Flows			7168
Notes to the Consolidated Financial Statements			7269

2. Financial Statement Schedules.

The financial statement schedules required by this item, if any, are included as Exhibits to this Annual Report.

3. Exhibit List.

INDEX TO EXHIBITS(1)

Exhibits will be furnished upon request for a nominal fee, limited to reasonable expenses.

ExhibitNumber
						Description
3.1						Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, effective May 15, 2025 (incorporated by reference to Exhibit 3.1 to the ~~Quarterly~~Current Report on Form 108-QK filed with the SEC on ~~October~~May 1816, ~~2016~~2025).
3.1(a)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of April 21, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2016).
3.2						Certificate of Elimination of 4.25% Convertible Perpetual Preferred Stock of Celanese Corporation, effective May 15, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2025).
3.1(b)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of September 17, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 17, 2018).
3.3						Restated Certificate of Incorporation of Celanese Corporation, effective May 15, 2025 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on May 16, 2025).
3.1(c)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of April 18, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2019).
3.4						Amended and Restated By-laws of Celanese Corporation, effective May 15, 2025 (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed with the SEC on May 16, 2025).
3.1(d)						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of May 13, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 15, 2024).
3.2						Seventh Amended and Restated By-laws, effective as of November 2, 2022 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022).
4.1						Form of certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A/A filed with the SEC on September 18, 2018).
4.2						Indenture, dated May 6, 2011, by and between Celanese US Holdings LLC, Celanese Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on May 6, 2011).
4.3						~~Seventh~~Eighth Supplemental Indenture, dated as of ~~December~~November 115, ~~2017~~2018, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust ~~Companies~~Company Americas, as paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on ~~December~~November 115, ~~2017~~2018).
4.4						Tenth Supplemental Indenture, dated as of August 5, 2021, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on August 5, 2021).
4.5						Eleventh Supplemental Indenture, dated as of September 10, 2021, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on September 10, 2021).

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Exhibit Number
						Description

4.6						Twelfth Supplemental Indenture, dated as of July 14, 2022, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 14, 2022).

4.7						Thirteenth Supplemental Indenture, dated as of July 19, 2022, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, registrar and transfer agent, Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 19, 2022).

4.8						Fourteenth Supplemental Indenture, dated as of August 24, 2023, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on August 24, 2023).

4.9						Fifteenth Supplemental Indenture, dated as of March 14, 2025, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, registrar and transfer agent, U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch) as paying agent and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on March 14, 2025).

4.10						Sixteenth Supplemental Indenture, dated as of March 14, 2025, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).

4.11						Seventeenth Supplemental Indenture, dated as of December 17, 2025, among Celanese US Holdings, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on December 17, 2025).

4.12*						Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

10.1						Term Loan Credit Agreement, dated as of March 18, 2022, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K Filed with the SEC on March 24, 2022).

10.1(a)						First Amendment to Credit Agreement, dated as of February 21, 2023, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 23, 2023).

10.1(b)						Second Amendment to Credit Agreement, dated as of August 9, 2023, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q file with the SEC on November 8, 2023).

10.1(c)						Third Amendment to Credit Agreement, dated as of February 16, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 20, 2024).

10.1(d)						Fourth Amendment to Credit Agreement, dated as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 4, 2024).

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Exhibit Number
						Description

10.1(e)						Fifth Amendment to Credit Agreement, dated as of February 17, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 18, 2025).

10.1(f)						Sixth Amendment to Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 11, 2025).

10.2						Term Loan Credit Agreement, date as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, and Bank of America N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 4, 2024).

10.2(a)						First Amendment to Credit Agreement, dated as of February 17, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of November 1, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 18, 2025).

10.3						Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 11, 2025).

10.4‡						Celanese Corporation 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 29, 2008).

10.5(a)‡						Amendment Number One to Celanese Corporation 2008 Deferred Compensation Plan dated December 11, 2008 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).

10.5(b)‡						Amendment Number Two to Celanese Corporation 2008 Deferred Compensation Plan dated December 22, 2008 (incorporated by reference to Exhibit 10.4(b) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).

10.5(c)‡						Amendment Number Three to the Celanese Corporation 2008 Deferred Compensation Plan dated October 31, 2019 (incorporated by reference to Exhibit 10.4(c) to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).

10.5(d)‡						Amendment Number Four to the Celanese Corporation Deferred Compensation Plan dated February 5, 2020 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).

10.5(e)‡						Amendment Number Five to the Celanese Corporation Deferred Compensation Plan dated December 28, 2020 incorporated by reference to Exhibit 10.2(e) to the Annual Report on Form 10-K filed with the SEC on February 11, 2021).

10.6‡						Celanese Corporation 2009 Employee Stock Purchase Program (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on April 23, 2009).

10.7‡						Celanese Corporation Amended and Restated 2018 Global Incentive Plan, effective as of April 20, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 25, 2023).

10.8(a)‡						Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).

10.8(b)‡						Form of 2023 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).

10.8(c)‡						Form of 2023 Time-Based Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).

10.8(d)‡						Form of 2023 Time-Based Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).

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ExhibitNumber
						Description
4.4						Eighth Supplemental Indenture, dated as of November 5, 2018, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on November 5, 2018).
10.8(e)‡						Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
4.5						Tenth Supplemental Indenture, dated as of August 5, 2021, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on August 5, 2021).
10.8(f)‡						Form of 2024 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
4.6						Eleventh Supplemental Indenture, dated as of September 10, 2021, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on September 10, 2021).
10.8(g)‡						Form of 2024 Time-Based Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
4.7						Twelfth Supplemental Indenture, dated as of July 14, 2022, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 14, 2022).
10.8(h)‡						Form of 2024 Time-Based Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
4.8						Thirteenth Supplemental Indenture, dated as of July 19, 2022, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, registrar and transfer agent, Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on July 19, 2022).
10.8(i)‡						Form of 2024 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 2, 2024).
4.9						Fourteenth Supplemental Indenture, dated as of August 24, 2023, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on August 24, 2023).
10.8(j)‡						Form of 2025 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
4.10*						Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934.
10.8(k)‡						Form of 2025 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.1						Credit Agreement, dated as of March 18, 2022, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K Filed with the SEC on March 24, 2022).
10.8(l)‡						Form of 2025 Time-Based Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.1(a)						First Amendment to Credit Agreement, dated as of February 21, 2023, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 23, 2023).
10.8(m)‡						Form of 2025 Time-Based Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.1(b)						Second Amendment to Credit Agreement, dated as of February 16, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 20, 2024).
10.8(n)‡						Form of 2025 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025).
10.1(c)						Third Amendment to Credit Agreement, dated as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 4, 2024).
10.9‡						Designated Roles Member Severance Benefits Plan dated December 9, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024).
10.1(d)						Fourth Amendment to Credit Agreement, dated as of February 17, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 18, 2025).
10.10(a)‡						Offer Letter, dated December 9, 2024, between Celanese Corporation and Scott A. Richardson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2024).
10.10(b)‡						Agreement and General Release, dated as of February 6, 2025, between Celanese Corporation and Thomas Kelly (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.10(c)‡						Offer Letter, dated January 15, 2025, between Celanese Corporation and Todd L. Elliott (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.11(a)‡						Amended and Restated Change in Control Agreement between Celanese Corporation and Scott A. Richardson (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 9, 2024).
10.11(b)‡						Form of Amended and Restated Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.11(b).1*‡						Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement.
10.11(c)‡						Change in Control Agreement between Celanese Corporation and Todd L. Elliott (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2025).
10.12‡						Form of Long-Term Incentive Claw-Back Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed with the SEC on January 26, 2009).
10.13‡						Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.14(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
10.13(a)‡						Amendment Number One to the Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014, dated December 28, 2020 (incorporated by reference to Exhibit 10.11(a) to the Annual Report on Form 10-K filed with the SEC on February 11, 2021).

Table of Contents

ExhibitNumber
						Description
10.2						Term Loan Credit Agreement, dated as of March 18, 2022, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K Filed with the SEC on March 24, 2022).
10.14‡						Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).
10.2(a)						First Amendment to Credit Agreement, dated as of February 21, 2023, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 23, 2023).
10.14(a)‡						First Amendment to the Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009, dated as of July 22, 2013 (incorporated by reference to Exhibit 10.15(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).
10.2(b)						Second Amendment to Credit Agreement, dated as of August 9, 2023, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q file with the SEC on November 8, 2023).
10.14(b)‡						Amendment Number Two to the Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009, dated as of February 5, 2020 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.2(c)						Third Amendment to Credit Agreement, dated as of February 16, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 20, 2024).
10.15*‡						Summary of Non-Employee Director Compensation.
10.2(d)						Fourth Amendment to Credit Agreement, dated as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 4, 2024).
19.1						Insider Trading Policy and Procedures (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on February 21, 2025).
10.2(e)						Fifth Amendment to Credit Agreement, dated as of February 17, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 18, 2025).
21.1*						List of Subsidiaries of Celanese Corporation.
10.3						Term Loan Credit Agreement, date as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, and Bank of America N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 4, 2024).
22.1*						List of Guarantor Subsidiaries.
10.3(a)						First Amendment to Credit Agreement, dated as of February 17, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of November 1, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 18, 2025).
23.1*						Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
10.4‡						Celanese Corporation 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 29, 2008).
24.1*						Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
10.5(a)‡						Amendment Number One to Celanese Corporation 2008 Deferred Compensation Plan dated December 11, 2008 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.5(b)‡						Amendment Number Two to Celanese Corporation 2008 Deferred Compensation Plan dated December 22, 2008 (incorporated by reference to Exhibit 10.4(b) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.5(c)‡						Amendment Number Three to the Celanese Corporation 2008 Deferred Compensation Plan dated October 31, 2019 (incorporated by reference to Exhibit 10.4(c) to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).
32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.5(d)‡						Amendment Number Four to the Celanese Corporation Deferred Compensation Plan dated February 5, 2020 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.5(e)‡						Amendment Number Five to the Celanese Corporation Deferred Compensation Plan dated December 28, 2020 incorporated by reference to Exhibit 10.2(e) to the Annual Report on Form 10-K filed with the SEC on February 11, 2021).
97*						Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL.

Table of Contents

ExhibitNumber
						Description
10.6‡						Celanese Corporation 2009 Employee Stock Purchase Program (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on April 23, 2009).
10.7‡						Celanese Corporation Amended and Restated 2018 Global Incentive Plan, effective as of April 20, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 25, 2023).
10.8(a)‡						Form of 2022 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2022).
10.8(b)‡						Form of 2022 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2022).
10.8(c)‡						Form of 2022 Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2022).
10.8(d)‡						Form of 2022 Time-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2022).
10.8(e)‡						Form of 2022 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2022).
10.8(f)‡						Form of 2023 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).
10.8(g)‡						Form of 2023 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).
10.8(h)‡						Form of 2023 Time-Based Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).
10.8(i)‡						Form of 2023 Time-Based Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023).
10.8(j)‡						Form of 2023 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023).
10.8(k)‡						Form of 2024 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
10.8(l)‡						Form of 2024 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
10.8(m)‡						Form of 2024 Time-Based Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
10.8(n)‡						Form of 2024 Time-Based Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024).
10.8(o)‡						Form of 2024 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 2, 2024).
10.9(a)‡						Executive Severance Benefits Plan, amended effective February 6, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 12, 2013).
10.9(b)‡						Executive Severance Benefits Plan, amended effective October 18, 2017 (incorporated by reference to Exhibit 10.9(b) the Annual Report on Form 10-K filed with the SEC on February 9, 2018).
10.9(c)‡						Executive Severance Benefits Plan, amended effective February 5, 2020 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.10‡						Designated Roles Member Severance Benefits Plan dated December 9, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024).
10.11(a)*‡						Agreement and General Release, dated December 27, 2024 between Celanese Corporation and Lori J. Ryerkerk.
10.11(b)‡						Offer Letter, dated December 9, 2024, between Celanese Corporation and Scott A. Richardson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2024).

Table of Contents

ExhibitNumber
						Description
10.12(a)‡						Form of Amended and Restated Change in Control Agreement between Celanese Corporation and Lori J. Ryerkerk (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.12(b)‡						Amended and Restated Change in Control Agreement between Celanese Corporation and Scott A. Richardson (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 9, 2024).
10.12(c)‡						Form of Amended and Restated Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.12(c).1*‡						Amended Schedule of Participants to Form of Non-CEO Amended and Restated Change in Control Agreement.
10.13‡						Form of Long-Term Incentive Claw-Back Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed with the SEC on January 26, 2009).
10.14‡						Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.14(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
10.14(a)‡						Amendment Number One to the Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014, dated December 28, 2020 (incorporated by reference to Exhibit 10.11(a) to the Annual Report on Form 10-K filed with the SEC on February 11, 2021).
10.15‡						Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).
10.15(a)‡						First Amendment to the Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009, dated as of July 22, 2013 (incorporated by reference to Exhibit 10.15(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2020).
10.15(b)‡						Amendment Number Two to the Celanese Americas Supplemental Retirement Pension Plan, as amended and restated effective January 1, 2009, dated as of February 5, 2020 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2020).
10.16*‡						Summary of Non-Employee Director Compensation.
19.1*						Insider Trading Policy and Procedures.
21.1*						List of Subsidiaries of Celanese Corporation.
22.1*						List of Guarantor Subsidiaries.
23.1*						Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
24.1*						Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97*						Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

Table of Contents

ExhibitNumber
						Description
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL.

* Filed herewith.

‡ Indicates a management contract or compensatory plan or arrangement.

(1) The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.

6057

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CELANESE CORPORATION

By:

/s/ SCOTT A. RICHARDSON

Name:

Scott A. Richardson

Title:

President, Chief Executive Officer and Director

Date:

February 2124, ~~2025~~2026

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chuck B. Kyrish and Aaron M. McGilvray, and each of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that any such attorney-in-fact may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that such said attorney-in-fact, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ SCOTT A. RICHARDSON

President, Chief Executive Officer and Director(Principal Executive Officer)

February 2124, ~~2025~~2026

Scott A. Richardson

/s/ CHUCK B. KYRISH

Senior Vice President and Chief Financial Officer(Principal Financial Officer)

February 2124, ~~2025~~2026

Chuck B. Kyrish

/s/ AARON M. MCGILVRAY

Vice President, Finance, Controller andChief Accounting Officer(Principal Accounting Officer)

February 2124, ~~2025~~2026

Aaron M. McGilvray

/s/ BRUCE E. CHINN

Director

February 2124, ~~2025~~2026

Bruce E. Chinn

/s/ EDWARD G. GALANTE

Chairman of the Board of Directors

February 2124, ~~2025~~2026

Edward G. Galante

/s/ TIMOTHY GO

Director

February 2124, ~~2025~~2026

Timothy Go

/s/ KATHRYN M. HILL

Director

February 2124, ~~2025~~2026

Kathryn M. Hill

/s/ DAVID F. HOFFMEISTER

Director

February 2124, ~~2025~~2026

David F. Hoffmeister

6158

Table of Contents

Signature

Title

Date

/s/ JAY V. IHLENFELD

Director

February 2124, ~~2025~~2026

Jay V. Ihlenfeld

/s/ DEBORAH J. KISSIRE

Director

February 2124, ~~2025~~2026

Deborah J. Kissire

/s/ CHRISTOPHER KUEHN

Director

February 21, 2025

/s/ MICHAEL KOENIG

Director

February 24, 2026

Christopher Kuehn

/s/ MICHAEL KOENIG

Director

February 21, 2025

Michael Koenig

/s/ GANESH MOORTHY

Director

February 21, 2025

/s/ CHRISTOPHER KUEHN

Director

February 24, 2026

Christopher Kuehn

/s/ GANESH MOORTHY

Director

February 24, 2026

Ganesh Moorthy

/s/ KIM K.W. RUCKER

Director

February 2124, ~~2025~~2026

Kim K.W. Rucker

6259

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			PageNumber
Report of Independent Registered Public Accounting Firm			6461
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			67
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023			64
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022			68
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023			65
Consolidated Balance Sheets as of December 31, 2024 and 2023			69
Consolidated Balance Sheets as of December 31, 2025 and 2024			66
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022			70
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023			67
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			71
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023			68
Notes to the Consolidated Financial Statements			7269
1. Description of the Company and Basis of Presentation			7269
2. Summary of Accounting Policies			7270
3. Recent Accounting Pronouncements			8178
4. Acquisitions, Dispositions and Plant Closures			8380
5. Receivables, Net			8482
6. Inventories			8582
7. Investments in Affiliates			8582
8. Property, Plant and Equipment, Net			8784
9. Goodwill and Intangible Assets, Net			8785
10. Current Other Liabilities			9087
11. Debt			9187
12. Benefit Obligations			9593
13. Environmental			~~102~~100
14. Shareholders' Equity			~~105~~103
15. Income Taxes			~~107~~105
16. Leases			~~112~~111
17. Derivative Financial Instruments			~~114~~113
18. Fair Value Measurements			~~116~~115
19. Commitments and Contingencies			~~118~~117
20. Supplemental Cash Flow Information			~~120~~119
21. Segment Information			~~120~~119
22. Revenue Recognition			~~124~~123
23. Earnings (Loss) Per Share			~~125~~124
24. Other (Charges) Gains, Net			125

6360

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Celanese Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Celanese Corporation and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

6461

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the Company's application of multinational income tax regulations

As discussed in Note 15 to the consolidated financial statements, the Company recorded $~~510~~ 90 million of income tax ~~provision~~benefit for the year ended December 31, ~~2024~~2025. Because of its multinational presence, the Company's effective income tax rate and related income tax attributes are significantly impacted by tax regulations in certain operating locations. As a result, the Company continuously monitors, evaluates, and responds to these impacts.

We identified the evaluation of the Company's ongoing assessment and application of multinational income tax regulations as a critical audit matter. This was due to the complex, subjective and evolving nature of tax regulations, the steps taken by the Company to interpret and respond to changes in the tax environment, and taxing authorities' collective impacts on the Company's consolidated income tax computations. As a result, a high degree of auditor judgment and the use of income tax professionals with specialized skills and knowledge were required to 1) evaluate significant income tax regulations, including changes thereto, 2) assess the application of the taxing authorities' regulations on the Company's business operations, and 3) evaluate the Company's accounting for income taxes pertaining to significant transactions and restructurings.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to 1) the application of tax regulations, 2) the execution of certain significant transactions and restructurings, and 3) their collective impacts on consolidated income tax computations. We involved income tax professionals with specialized skills and knowledge, who assisted in evaluating the Company's interpretation and application of tax regulations, including tax regulation changes, and the associated income tax consequences. They also assisted in assessing certain significant transactions and restructurings, including reviewing the underlying documentation and evaluating the impact on the Company's global tax rate.

Assessment of goodwill and trade names for impairment

As discussed in Notes 2 and 9 to the consolidated financial statements, the Company tests goodwill and indefinite-lived intangible assets, including trade names, for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may not be fully recoverable. The Company's goodwill impairment test uses a weighting of the income and market approach to estimate a reporting unit's fair value. The ~~income~~Company ~~approach~~tests isother ~~based~~indefinite-lived onintangible aassets ~~discounted~~quantitatively ~~cash~~utilizing ~~flow analysis and involves~~ the ~~use~~relief offrom ~~assumptions,~~royalty ~~including~~method ~~projections~~under ofthe ~~revenues~~income ~~and~~approach ~~expenses,~~to ~~revenue~~determine ~~growth~~the ~~rates,~~estimated ~~and~~fair ~~the~~value ~~selection~~for ofeach ~~discount~~indefinite-lived ~~rates~~intangible asset. In the ~~fourth~~third quarter of ~~2024~~2025, the Company recorded an impairment of goodwill in the engineered materials reporting unit of $1,~~517~~140 million. ~~The~~and ~~total~~an ~~goodwill~~impairment ~~balance~~of ascertain oftrade ~~December 31~~names, ~~2024~~ ~~was~~primarily $5Zytel,~~387~~ of $346 million,. As of ~~which $5~~December 31,~~025~~ ~~million~~2025, ~~relates~~the Company had recorded goodwill related to the engineered materials reporting unit of $3,782 million and indefinite-lived intangible assets, including trade names, of $1,235 million.

We identified the evaluation of the ~~fair~~impairment ~~value~~assessment of goodwill assigned to the engineered materials reporting unit and the Zytel trade name as a critical audit matter. There was a high degree of subjective auditor judgment in evaluating the key assumptions used in the discounted cash flow analysis used to estimate the fair value of the engineered materials reporting unit and the Zytel trade name. Specifically, minor changes to key assumptions, including projected revenue, revenue growth rates and the discount rate, could have had a significant effect on the Company's assessment of ~~the~~such fair ~~value of the reporting unit~~values. Additionally, the use of professionals with specialized skills and knowledge was required to assess these key assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's goodwill impairment process. This included controls related to the determination of the estimated fair value of the reporting unit and the development of the key assumptions. We evaluated the projected revenue by comparing it to the historical results of 62

Table of Contents

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's goodwill and indefinite-lived intangible asset impairment process. This included controls related to the development of the key assumptions used to estimate the fair value of the engineered materials reporting unit and the Zytel trade name. We evaluated the projected revenue by comparing it to historical results and assessing the impacts of internal and~~/or~~ external economic factors. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the revenue growth rates by comparing them with projected revenue growth rates of peer companies based on publicly available market data

•evaluating the discount rate by comparing it to a discount rate that was independently developed using publicly available market data for comparable companies.

/s/ KPMG LLP

We have served as the Company's auditor since 2004.

Dallas, Texas

February 2124, ~~2025~~2026

6663

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(In $ millions, except share and per share data)

Net sales

109,~~280~~544

10,~~940~~268

910,~~673~~926

Cost of sales

(7,~~924~~592)

(87,~~337~~932)

(78,~~293~~343)

Gross profit

21,~~356~~952

2,~~603~~336

2,~~380~~583

Selling, general and administrative expenses

(~~1,030~~899)

(1,~~075~~033)

(~~824~~1,077)

Amortization of intangible assets

(~~159~~164)

(~~164~~159)

(62164)

Research and development expenses

(~~130~~125)

(~~146~~130)

(~~112~~146)

Other (charges) gains, net

(1,~~744~~581)

(681,744)

(868)

Foreign exchange gain (loss), net

2436

3224

~~(1)~~32

Gain (loss) on disposition of businesses and assets, net

(145)

~~505~~(14)

5505

Operating profit (loss)

(~~697~~786)

~~1,687~~(720)

1,~~378~~665

Equity in net earnings (loss) of affiliates

~~196~~127

~~102~~196

~~220~~102

Non-operating pension and other postretirement employee benefit (expense) income

~~(20)~~55

(6920)

17(69)

Interest expense

(~~676~~701)

(~~720~~676)

(~~405~~720)

Refinancing expense

—(68)

~~(7)~~—

—(7)

Interest income

3324

3933

6939

Dividend income - equity investments

~~128~~122

~~126~~128

~~133~~126

Other income (expense), net

407

2540

925

Earnings (loss) from continuing operations before tax

(~~996~~1,220)

(1,~~183~~019)

1,~~421~~161

Income tax (provision) benefit

~~(510)~~90

~~790~~(507)

~~489~~795

Earnings (loss) from continuing operations

(1,~~506~~130)

(1,~~973~~526)

1,~~910~~956

Earnings (loss) from operation of discontinued operations

(1024)

(1210)

(912)

Income tax (provision) benefit from discontinued operations

Earnings (loss) from discontinued operations

(821)

(98)

(89)

Net earnings (loss)

(1,~~514~~151)

(1,~~964~~534)

1,~~902~~947

Net (earnings) loss attributable to noncontrolling interests

(814)

(48)

(84)

Net earnings (loss) available to Celanese Corporation

(1,~~522~~165)

(1,~~960~~542)

1,~~894~~943

Amounts attributable to Celanese Corporation

Earnings (loss) from continuing operations

(1,~~514~~144)

(1,~~969~~534)

1,~~902~~952

Earnings (loss) from discontinued operations

(821)

(98)

(89)

Net earnings (loss)

(1,~~522~~165)

(1,~~960~~542)

1,~~894~~943

Earnings (loss) per common share - basic

Continuing operations

(1310.8644)

18(14.0904)

17.5593

Discontinued operations

(0.0720)

(0.0807)

(0.0708)

Net earnings (loss) - basic

(1310.9364)

18(14.0111)

17.4885

Earnings (loss) per common share - diluted

Continuing operations

(1310.8644)

18(14.0004)

17.4184

Discontinued operations

(0.0720)

(0.0807)

(0.0708)

Net earnings (loss) - diluted

(1310.9364)

17(14.9211)

17.3476

Weighted average shares - basic

109,~~273~~530,~~779~~303

~~108~~109,~~848~~273,~~962~~779

108,~~380~~848,~~082~~962

Weighted average shares - diluted

109,~~273~~530,~~779~~303

109,~~379~~273,~~664~~779

109,~~235~~379,~~376~~664

See the accompanying notes to the consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(In $ millions)

Net earnings (loss)

(1,~~514~~151)

(1,~~964~~534)

1,~~902~~947

Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss)

~~(99)~~—

(~~213~~101)

(~~217~~213)

Gain (loss) on derivative hedges

—63

~~(6)~~—

21(6)

Pension and postretirement benefits

~~(5)~~14

(75)

(7)

Total other comprehensive income (loss), net of tax

~~(104)~~77

(~~226~~106)

(~~189~~226)

Total comprehensive income (loss), net of tax

(1,~~618~~074)

(1,~~738~~640)

1,~~713~~721

Comprehensive (income) loss attributable to noncontrolling interests

(619)

(46)

(84)

Comprehensive income (loss) attributable to Celanese Corporation

(1,~~624~~093)

(1,~~734~~646)

1,~~705~~717

See the accompanying notes to the consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	~~962~~1,263	~~1,805~~962
Trade receivables - third party and affiliates	1,121	1,243
Trade receivables - third party and affiliates, net	922	1,121
Non-trade receivables, net	~~493~~545	~~541~~493
Inventories	2,~~284~~220	2,~~357~~284
Other assets	285	272
Assets held for sale	492	—
Total current assets	5,145	6,218
Other assets	251	266
Investments in affiliates	1,217	1,220
Total current assets	5,693	5,126
Property, plant and equipment (net of accumulated depreciation - 2024: $4,562; 2023: $4,080)	5,273	5,584
Investments in affiliates	1,252	1,217
Operating lease right-of-use assets	388	422
Property, plant and equipment, net	5,076	5,273
Deferred income taxes	1,251	1,677
Operating lease right-of-use assets	359	388
Other assets	555	524
Deferred income taxes	1,359	1,251
Goodwill	5,387	6,977
Other assets	601	555
Intangible assets, net	3,641	3,975
Goodwill	4,171	5,387
Total assets	22,857	26,597
Intangible assets, net	3,184	3,641
Total assets	21,695	22,838
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,~~501~~204	1,~~383~~501
Trade payables - third party and affiliates	1,~~228~~279	1,~~510~~228
Other liabilities	1,120	1,154
Liabilities held for sale	75	—
Income taxes payable	4	25
Other liabilities	1,049	1,157
Total current liabilities	3,853	4,072
Income taxes payable	76	4
Long-term debt, net of unamortized deferred financing costs	11,078	12,301
Total current liabilities	3,683	3,890
Deferred income taxes	933	999
Long-term debt, net of unamortized deferred financing costs	11,394	11,078
Uncertain tax positions	286	300
Deferred income taxes	512	923
Benefit obligations	396	457
Uncertain tax positions	208	286
Operating lease liabilities	294	325
Benefit obligations	344	396
Other liabilities	408	591
Operating lease liabilities	265	294
Other liabilities	817	408
Commitments and Contingencies
Shareholders' Equity
Common stock, $0.0001 par value, 400,000,000 shares authorized (2025: 170,918,221 and 2024: 170,827,196 issued)	—	—
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2024 and 2023: 0 issued and outstanding)	—	—
Treasury stock, at cost	(5,482)	(5,486)
Common stock, $0.0001 par value, 400,000,000 shares authorized (2024: 170,827,196 issued and 109,327,556 outstanding; 2023: 170,476,740 issued and 108,906,426 outstanding)	—	—
Additional paid-in capital	431	409
Treasury stock, at cost (2024: 61,499,640 shares; 2023: 61,570,314 shares)	(5,486)	(5,488)
Retained earnings	9,876	11,054
Additional paid-in capital	409	394
Accumulated other comprehensive income (loss), net	(776)	(848)
Retained earnings	11,100	12,929
Total Celanese Corporation shareholders' equity	4,049	5,129
Accumulated other comprehensive income (loss), net	(848)	(744)
Noncontrolling interests	423	434
Total Celanese Corporation shareholders' equity	5,175	7,091
Total equity	4,472	5,563
Noncontrolling interests	434	461
Total liabilities and equity	21,695	22,838
Total equity	5,609	7,552
Total liabilities and equity	22,857	26,597

See the accompanying notes to the consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Amount

(In $ millions, except share data)

Common Stock

Balance as of the beginning of the period

~~108~~109,~~906~~327,~~426~~556

—

108,~~473~~906,~~932~~426

—

108,~~023~~473,~~735~~932

—

Stock option exercises

~~10,088~~—

—

~~968~~10,088

—

—968

—

Stock awards

~~411~~242,~~042~~601

—

~~431~~411,~~526~~042

—

~~450~~431,~~197~~526

—

Balance as of the end of the period

109,~~327~~570,~~556~~157

—

~~108~~109,~~906~~327,~~426~~556

—

108,~~473~~906,~~932~~426

—

Treasury Stock

Balance as of the beginning of the period

61,~~570~~499,~~314~~640

(5,~~488~~486)

61,~~661~~570,~~493~~314

(5,~~491~~488)

61,~~736~~661,~~289~~493

(5,~~492~~491)

Issuance of treasury stock under stock plans

(70151,~~674~~576)

(9170,~~179~~674)

(7491,~~796~~179)

Balance as of the end of the period

61,~~499~~348,~~640~~064

(5,~~486~~482)

61,~~570~~499,~~314~~640

(5,~~488~~486)

61,~~661~~570,~~493~~314

(5,~~491~~488)

Additional Paid-In Capital

Balance as of the beginning of the period

~~394~~409

~~372~~394

~~333~~372

Stock-based compensation, net of tax

1422

2214

3922

Stock option exercises, net of tax

1—

—1

—

Balance as of the end of the period

~~409~~431

~~394~~409

~~372~~394

Retained Earnings

Balance as of the beginning of the period

1211,~~929~~054

1112,~~274~~903

911,~~677~~265

Net earnings (loss) attributable to Celanese Corporation

(1,~~522~~165)

(1,~~960~~542)

1,~~894~~943

Common stock dividends

(~~307~~13)

(~~305~~307)

(~~297~~305)

Balance as of the end of the period

119,~~100~~876

1211,~~929~~054

1112,~~274~~903

Accumulated Other Comprehensive Income (Loss), Net

Balance as of the beginning of the period

(~~744~~848)

(~~518~~744)

(~~329~~518)

Other comprehensive income (loss), net of tax

~~(104)~~72

(~~226~~104)

(~~189~~226)

Balance as of the end of the period

(~~848~~776)

(~~744~~848)

(~~518~~744)

Total Celanese Corporation shareholders' equity

54,~~175~~049

75,~~091~~129

57,~~637~~065

Noncontrolling Interests

Balance as of the beginning of the period

~~461~~434

~~468~~461

~~348~~468

Net earnings (loss) attributable to noncontrolling interests

814

Other comprehensive income (loss), net of tax

~~(2)~~5

—(2)

—

Distributions/dividends to noncontrolling interests

(3330)

(1133)

(1311)

Acquisition of noncontrolling interests

—

125

Balance as of the end of the period

423

434

461

Balance as of the end of the period

434

461

468

Total equity

4,472

5,563

7,526

Total equity

5,609

7,552

6,105

See the accompanying notes to the consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
	(In $ millions)
Operating Activities
Net earnings (loss)	(1,~~514~~151)	(1,~~964~~534)	1,~~902~~947
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments	1,639	15	14
Asset impairment losses	1,513	1,639	15
Depreciation, amortization and accretion	~~823~~786	~~739~~823	~~478~~739
Pension and postretirement net periodic benefit cost	68	136	~~(85)~~13
Pension and postretirement contributions	(54)	(4954)	(4849)
Actuarial (gain) loss on pension and postretirement plans	37(45)	6637	8166
Pension curtailments and settlements, net	(93)	1(9)	—1
Deferred income taxes, net	~~216~~(278)	~~(967)~~213	(~~835~~972)
(Gain) loss on disposition of businesses and assets, net	135	~~(501)~~13	(8501)
Stock-based compensation	3224	4032	6040
Undistributed earnings in unconsolidated affiliates	~~(33)~~13	55(33)	~~(3)~~55
Other, net	1981	919	119
Operating cash provided by (used in) discontinued operations	~~(5)~~12	(25)	(282)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	92213	~~105~~92	~~218~~105
Inventories	11154	~~398~~11	~~(253)~~398
Other assets	~~(10)~~167	~~277~~1	~~(13)~~285
Trade payables - third party and affiliates	~~(234)~~26	20(234)	~~(84)~~20
Other liabilities	(63325)	(~~284~~51)	~~412~~(270)
Net cash provided by (used in) operating activities	~~966~~1,146	~~1,899~~966	1,~~819~~899
Investing Activities
Capital expenditures on property, plant and equipment	(~~435~~343)	(~~568~~435)	(~~543~~568)
Acquisitions, net of cash acquired	—	52—	~~(10,589)~~52
Proceeds from sale of businesses and assets, net	—21	~~480~~—	48480
Settlement of cross-currency swap agreement	17—	—17	—
Other, net	(5227)	(9852)	(5798)
Net cash provided by (used in) investing activities	(~~470~~349)	(~~134~~470)	(~~11,141~~134)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	158	~~(278)~~15	36(278)
Proceeds from short-term borrowings	~~160~~606	~~452~~160	~~500~~452
Repayments of short-term borrowings	(~~418~~637)	(~~603~~418)	—(603)
Proceeds from long-term debt	~~328~~4,352	~~3,001~~328	103,~~769~~001
Repayments of long-term debt	(14,~~033~~652)	(31,~~660~~033)	(~~526~~3,660)
Purchases of treasury stock, including related fees	—	—	(17)
Common stock dividends	(13)	(307)	(305)
Stock option exercises	1	—	—
Distributions/dividends to noncontrolling interests	(30)	(33)	(11)
Common stock dividends	(307)	(305)	(297)
Other, net	(147)	(25)	(52)
Distributions/dividends to noncontrolling interests	(33)	(11)	(13)
Net cash provided by (used in) financing activities	(513)	(1,313)	(1,456)
Issuance cost of bridge facility	—	—	(63)
Exchange rate effects on cash and cash equivalents	17	(26)	(12)
Other, net	(26)	(52)	(99)
Net increase (decrease) in cash and cash equivalents	301	(843)	297
Net cash provided by (used in) financing activities	(1,313)	(1,456)	10,290
Cash and cash equivalents as of beginning of period	962	1,805	1,508
Exchange rate effects on cash and cash equivalents	(26)	(12)	4
Cash and cash equivalents as of end of period	1,263	962	1,805
Net increase (decrease) in cash and cash equivalents	(843)	297	972
Cash and cash equivalents as of beginning of period	1,805	1,508	536
Cash and cash equivalents as of end of period	962	1,805	1,508

See the accompanying notes to the consolidated financial statements.

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CELANESE CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Company and Basis of Presentation

Description of the Company

Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles.

Definitions

In this Annual Report on Form 10-K ("Annual Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

Basis of Presentation

The consolidated financial statements contained in this Annual Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The consolidated financial statements and other financial information included in this Annual Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Annual Report.

For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as noncontrolling interests.

Immaterial Revision of Prior Period Financial Statements

During the year ended December 31, 2025, the Company identified immaterial errors in the estimate of the rebates accrual for certain distributors included in Customer rebates (Note 10) and prepaid insurance included in Current Other assets, respectively. The Company evaluated the errors, both quantitatively and qualitatively, and concluded that the impact of these errors is not material to any previously issued annual or interim consolidated financial statements for the impacted periods and is not material to the current periods if left uncorrected; however, to promote the consistency and comparability of the financial statements, the Company has voluntarily revised previously reported financial information.

The Company corrected these errors in the consolidated balance sheets as of December 31, 2024, decreasing Retained earnings by $46 million, increasing total liabilities by $27 million and decreasing Total assets by $19 million. No single line item in the consolidated statements of operations was impacted by more than $14 million for each of the years ended December 31, 2024 and 2023.

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2. Summary of Accounting Policies

Critical Accounting Policies

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

The Company assesses the recoverability of the carrying amount of its reporting unit goodwill and other indefinite-lived intangible assets either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of the carrying amount of goodwill is measured at the reporting unit level. The Company assesses the recoverability of finite-lived intangible assets in the same manner as for property, plant and equipment. Impairment losses are generally recorded in Other (charges) gains, net in the consolidated statements of operations.

When assessing the recoverability of goodwill and other indefinite-lived intangible assets, the Company may first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit, including goodwill, or another indefinite-lived intangible asset is less than its carrying amount. The qualitative evaluation is an assessment of multiple factors, including the current operating environment, financial performance and market considerations. The Company may elect to bypass this qualitative assessment for some or all of its reporting units or other indefinite-lived intangible assets and perform a quantitative test, based on management's judgment.

In performing a quantitative analysis of goodwill, the Company measures the recoverability of goodwill for each reporting unit using the income approach based on a discounted cash flow model incorporating discount rates commensurate with the risks involved or a combination of the income approach and the market approach using the guideline public company method, which is classified as a Level 3 fair value measurement. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, revenue growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital ("WACC") considering any differences in company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting units operate. Tax rates consider the operating structure of the reporting unit and jurisdictions in which the reporting unit operates. A terminal value rate is applied to the final year of the projected periods to reflect continued stable, perpetual growth. The Company may engage third-party valuation consultants to assist with this process.

72Management tests other indefinite-lived intangible assets for impairment quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset, which is classified as a Level 3 fair value measurement. The relief from royalty method estimates the Company's theoretical royalty savings from ownership of the intangible asset. The key assumptions used in this model include discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, revenue growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors. Royalty rates are established by management and are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate. Tax rates consider the operating structure of the Company and jurisdictions in which the entity with the rights to the indefinite-lived intangible assets operate.

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involved or a combination of the income approach and the market approach using the guideline public company method, which is classified as a Level 3 fair value measurement. The key assumptions used in the discounted cash flow valuation model include discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, revenue growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital ("WACC") considering any differences in company-specific risk factors. Revenue growth rates and cash flow projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting units operate. The Company may engage third-party valuation consultants to assist with this process.

Management tests other indefinite-lived intangible assets for impairment quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset, which is classified as a Level 3 fair value measurement. The relief from royalty method estimates the Company's theoretical royalty savings from ownership of the intangible asset. The key assumptions used in this model include discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, revenue growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC considering any differences in company-specific risk factors. Royalty rates are established by management and are periodically substantiated by third-party valuation consultants. Revenue growth rates and sales projections are based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate. Tax rates consider the operating structure of the Company and tax rates in jurisdictions in which the indefinite-lived intangible assets operate.

Pension and Other Postretirement Obligations

The Company recognizes a balance sheet asset or liability for each of its pension and other postretirement benefit plans equal to the plan's funded status as of a December 31 measurement date. The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined on an actuarial basis. Various assumptions are used in the calculation of the actuarial valuation of the employee benefit plans. These assumptions include the discount rate, compensation levels, expected long-term rates of return on plan assets and trends in health care costs. In addition, actuarial consultants use factors such as withdrawal and mortality rates to estimate the projected benefit obligation.

The Company applies the long-term expected rate of return to the fair value of plan assets and immediately recognizes in operating results the change in fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. Events requiring a plan remeasurement will be recognized in the quarter in which such remeasurement event occurs. The remaining components of pension and other postretirement plan net periodic benefit costs are recorded on a monthly basis.

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The Company allocates the service cost and amortization of prior service cost (or credit) components of its pension and postretirement plans to its business segments. Interest cost, expected return on assets and net actuarial gains and losses are considered financing activities managed at the corporate level and are recorded to Other Activities. The Company believes the expense allocation appropriately matches the cost incurred for active employees to the respective business segment.

Other postretirement benefit plans provide medical and life insurance benefits to retirees who meet minimum age and service requirements. The key determinants of the accumulated postretirement benefit obligation are the discount rate and the health care cost trend rate.

•Discount Rate

As of the measurement date, the Company determines the appropriate discount rate used to calculate the present value of future cash flows currently expected to be required to settle the pension and other postretirement benefit obligations. The discount rate is generally based on the yield on high-quality corporate fixed-income securities. The Company engages third-party consultants to assist with this process.

In the U.S., the rate used to discount pension and other postretirement benefit plan liabilities is based on a yield curve developed from market data of ~~approximately~~over ~~400~~800 Aa-grade non-callable bonds (unless accompanied by a make whole provision or only callable at a single time within 12 months of maturity) at the measurement date. This yield curve has discount rates that vary based on the duration of the obligations. The estimated future cash flows for the pension and other benefit obligations were matched to the corresponding rates on the yield curve to derive a weighted average discount rate.

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Outside of the U.S., a similar approach of discounting pension and other postretirement benefit plan liabilities is used based on the high quality corporate bonds available in each market. There are some exceptions to this methodology, namely in locations where there is a sparse corporate bond market, and in such cases the discount rate takes into account yields of government bonds at the appropriate duration.

•Expected Long-Term Rate of Return on Assets

The Company determines the long-term expected rate of return on plan assets by considering the current target asset allocation, as well as the historical and expected rates of return on various asset categories in which the plans are invested. A single long-term expected rate of return on plan assets is then calculated for each plan as the weighted average of the target asset allocation and the long-term expected rate of return assumptions for each asset category within each plan. The expected rate of return is assessed annually.

•Investment Policies and Strategies

The investment objectives for the Company's pension plans are to earn, over a moving 20-year period, a long-term expected rate of return, net of investment fees and transaction costs, sufficient to satisfy the benefit obligations of the plan, while at the same time maintaining adequate liquidity to pay benefit obligations and proper expenses, and meet any other cash needs, in the short- to medium-term.

The equity and debt securities objectives are to provide diversified exposure across the U.S. and global equity and fixed income markets, and to manage the risks and returns of the plans through the use of multiple managers and strategies. The fixed income strategies are designed to reduce liability-related interest rate risk by investing in bonds that match the duration and credit quality of the plan liabilities where possible.

The financial objectives of the qualified pension plans are established in conjunction with a comprehensive review of each plan's liability structure. The Company's asset allocation policy is based on detailed asset/liability analysis. In developing investment policy and financial goals, consideration is given to each plan's demographics, the returns and risks associated with current and alternative investment strategies and the current and projected cash, expense and funding ratios of each plan. Investment policies must also comply with local statutory requirements as determined by each country. A formal asset/liability study of each plan is undertaken approximately every three to five years or whenever there has been a material change in plan demographics, benefit structure or funding status and investment market. The Company has adopted a long-term investment horizon such that the risk and duration of investment losses are weighed against the long-term potential for appreciation of assets. Although there cannot be complete assurance that these objectives will be realized, it is believed that the likelihood for their realization is reasonably high, based upon the asset allocation chosen and the historical and expected performance of the asset classes utilized by the plans. The intent is for investments to be broadly diversified across asset classes, investment styles, market sectors, investment managers, developed and emerging markets and securities in order to moderate portfolio volatility ~~and risk. Investments may be in separate accounts, commingled trusts, mutual funds and other pooled asset portfolios provided they all conform to fiduciary standards.~~

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and risk. Investments may be in separate accounts, commingled trusts, mutual funds and other pooled asset portfolios provided they all conform to fiduciary standards.

External investment managers are hired to manage pension assets. Investment consultants assist with the screening process for each new manager hired. Over the long-term, the investment portfolio is expected to earn returns that exceed a composite of market indices that are weighted to match each plan's target asset allocation. The portfolio return should also (over the long-term) meet or exceed the return used for actuarial calculations in order to meet the future needs of each plan.

Income Taxes

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date.

The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, remaining carryforward periods, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50%) that some portion or all of the deferred tax assets will not be realized.

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The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the positions will be sustained upon examination. Tax positions that meet the more-likely-than-not threshold are measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Whether the more-likely-than-not recognition threshold is met for a tax position is a matter of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence and technical authorities in the relevant jurisdiction.

The Company recognizes interest and penalties related to uncertain tax positions in Income tax (provision) benefit in the consolidated statements of operations.

Other Accounting Policies

Consolidation Principles

The consolidated financial statements have been prepared in accordance with U.S. GAAP for all periods presented and include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to ~~impairments~~the impairment of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.

Purchase Accounting

The Company recognizes the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of purchase price over the aggregate fair values is recorded as goodwill. Intangible assets are valued using the relief from royalty, multi-period excess earnings and discounted cash flow methodologies, which are considered Level 3 measurements. The relief from royalty method estimates the Company's theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this method include discount rates, royalty rates, growth rates, sales projections and terminal value rates. Key assumptions used in the multi-period excess earnings method include discount rates, retention rates, growth rates, sales projections, expense projections and contributory asset charges. Key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates. All of these methodologies require significant management judgment and, therefore, are susceptible to change. The Company calculates the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed to allocate the purchase price at the acquisition date. The Company may use the assistance of third-party valuation consultants.

~~Variable Interest Entities~~72

The Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities ("VIEs"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

The Company has a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan ("Mitsui"), in which the Company owns 50% of Fairway, for the production of methanol at the Company's integrated chemical plant in Clear Lake, Texas. Fairway is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates the venture and records a noncontrolling interest for the share of the venture owned by Mitsui. Fairway is included in the Company's Acetyl Chain segment. As of December 31, 2024 and 2023, the carrying amount of the total assets associated with

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~~Fairway~~charges. ~~included~~Key assumptions used in the ~~consolidated~~discounted ~~balance~~cash ~~sheets~~flow ~~were~~valuation ~~$574 million~~model ~~and~~include ~~$626 million~~discount rates, ~~respectively~~growth rates, ~~made~~tax uprates, ~~primarily~~cash offlow ~~$491 million~~projections and ~~$529 million~~terminal value rates. All of these methodologies require significant management judgment and, ~~respectively~~therefore, are susceptible to change. The Company calculates the fair value of ~~property,~~the ~~plant~~identifiable tangible and ~~equipment~~intangible assets acquired and liabilities assumed to allocate the purchase price at the acquisition date. The Company may use the assistance of third-party valuation consultants.

~~The~~Variable ~~Company~~Interest holds variable interests in entities that supply certain raw materials and services to the Company. The variable interests primarily relate to cost-plus contractual arrangements with the suppliers and recovery of capital expenditures for certain plant assets plus a rate of return on such assets. Liabilities for such supplier recoveries of capital expenditures have been recorded as finance lease obligations. The entities are not consolidated because the Company is not the primary beneficiary of the entities as it does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance. The Company's maximum exposure to loss as a result of its involvement with these VIEs as of December 31, 2024 and 2023 was $208 million, related primarily to the recovery of capital expenditures for certain property, plant and equipment.Entities

The Company assesses whether it has a variable interest in a legal entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

The carrying amount of significant balances associated with Fairway included in the consolidated balance sheets is as follows:


	As of December 31,
	2025	2024
	(In $ millions)
Property, plant and equipment, net	452	491
Total assets(1)	543	574

______________________________

(1)Joint venture assets can only be used to settle the obligations of Fairway.

The Company also holds variable interests in entities that supply certain raw materials and services to the Company. The variable interests primarily relate to cost-plus contractual arrangements with the suppliers and recovery of capital expenditures for certain plant assets plus a rate of return on such assets. Liabilities for such supplier recoveries of capital expenditures have been recorded as finance lease obligations. The entities are not consolidated because the Company is not the primary beneficiary of the entities as it does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance. The Company's maximum exposure to loss as a result of its involvement with these VIEs as of December 31, 2025 and 2024 was $190 million and $208 million, respectively, related primarily to the recovery of capital expenditures for certain property, plant and equipment.

Fair Value Measurements

The Company determines fair value based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers assumptions that market participants would use when pricing the asset or liability. Market participant assumptions are categorized by a three-tiered fair value hierarchy which prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. Valuations for fund investments, such as pooled-type investments and registered investment companies, which do not have readily determinable fair values, are typically estimated using a net asset value provided by a third party ~~as a practical expedient~~.

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The levels of inputs used to measure fair value are as follows:

Level 1 - unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company

Level 2 - inputs that are observable in the marketplace other than those inputs classified as Level 1

Level 3 - inputs that are unobservable in the marketplace and significant to the valuation

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered cash equivalents.

Inventories

Inventories, including stores and supplies, are stated at the lower of cost and net realizable value. Cost for inventories is determined using the first-in, first-out method. Cost includes raw materials, direct labor and manufacturing overhead. Cost for stores and supplies is primarily determined by the average cost method.

Investments in Affiliates

Investments in equity securities where the Company can exercise significant influence over operating and financial policies of an investee, which is generally considered when an investor owns 20% or more of the voting stock of an investee, are accounted for under the equity method of accounting. Investments in equity securities where the Company does not exercise significant influence are accounted for at fair value or, if such investments do not have a readily determinable fair value, an election may be made to measure them at cost after considering observable price changes for similar instruments, ~~minus~~less impairment losses, if any. The Company determined it cannot exercise significant influence over certain investments where the Company owns greater than a 20% interest due to local government investment in and influence over these entities, limitations on the Company's involvement in the day-to-day operations and the present inability of the entities to provide timely financial information prepared in accordance with U.S. GAAP. Further, these investments were determined not to have a readily determinable fair value. Accordingly, these investments are accounted for using the alternative measure described above.

In certain instances, the financial information of the Company's equity investees is not available on a timely basis. Accordingly, the Company records its proportional share of the investee's earnings or losses on a consistent lag of no more than one quarter.

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When required to assess the recoverability of its investments in affiliates, the Company estimates fair value using a discounted cash flow model. The Company may engage third-party valuation consultants to assist with this process.

Property, Plant and Equipment, Net

Land is recorded at historical cost. Buildings, machinery and equipment, including capitalized interest, and property under finance lease agreements, are recorded at cost less accumulated depreciation. The Company records depreciation and amortization in its consolidated statements of operations as either Cost of sales, Selling, general and administrative expenses or Research and development expenses consistent with the utilization of the underlying assets. Depreciation is calculated on a straight-line basis over the following estimated useful lives of depreciable assets:


Land improvements			20 years
Buildings and improvements			30 years
Machinery and equipment			20 years

Leasehold improvements are amortized over 10 years or the remaining life of the respective lease, whichever is shorter.

Accelerated depreciation is recorded when the estimated useful life is shortened. Ordinary repair and maintenance costs, including costs for planned maintenance turnarounds, that do not extend the useful life of the asset are charged to earnings as incurred. Fully depreciated assets are retained in property and depreciation accounts until sold or otherwise disposed. In the case of disposals, assets and related depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in earnings.

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The Company assesses the recoverability of the carrying amount of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. The Company calculates the fair value using a discounted cash flow model incorporating discount rates commensurate with the risks involved for the asset group, which is classified as a Level 3 fair value measurement. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections involve significant judgment and are based on management's estimate of current and forecasted market conditions and cost structure. Impairment losses are generally recorded in Other (charges) gains, net in the consolidated statements of operations.

Definite-lived Intangible Assets

Customer-related intangible assets and other intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range from eight to 30 years.

Derivative and Hedging Instruments

The Company manages its exposures to interest rates, foreign exchange rates and commodity prices through a risk management program that includes the use of derivative financial instruments. The Company does not use derivative financial instruments for speculative trading purposes. The fair value of derivative instruments other than foreign currency forwards and swaps is recorded as an asset or liability on a net basis at the balance sheet date.

•Interest Rate Risk Management

The Company entered into a forward-starting interest rate swap to mitigate the risk of variability in the benchmark interest rate for debt issued in 2021. The interest rate swap agreement was designated as a cash flow hedge. Accordingly, to the extent the cash flow hedges were effective, changes in the fair value of the interest rate swap were included in gain (loss) from cash flow hedges within Accumulated other comprehensive income (loss), net in the consolidated balance sheets.

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•Foreign Exchange Risk Management

Certain subsidiaries of the Company have assets and liabilities denominated in currencies other than their respective functional currencies, which creates foreign exchange risk. The Company also is exposed to foreign currency fluctuations on transactions with third-party entities as well as intercompany transactions. The Company minimizes its exposure to foreign currency fluctuations by entering into foreign currency forwards and swaps. These foreign currency forwards and swaps are generally not designated as hedges. Gains and losses on foreign currency forwards and swaps entered into to offset foreign exchange impacts on intercompany balances are included in Other income (expense), net in the consolidated statements of operations. Gains and losses on foreign currency forwards and swaps entered into to offset foreign exchange impacts on all other assets and liabilities are included in Foreign exchange gain (loss), net in the consolidated statements of operations.

The Company uses non-derivative financial instruments that may give rise to foreign currency transaction gains or losses to hedge the foreign currency exposure of net investments in foreign operations. Accordingly, the effective portion of gains and losses from remeasurement of the non-derivative financial instrument is included in foreign currency translation within Accumulated other comprehensive income (loss), net in the consolidated balance sheets. Gains and losses are reclassified to earnings in the period the hedged investment is sold or liquidated.

The Company ~~entered~~periodically enters into cross-currency swaps to synthetically convert certain United States dollar ("USD") borrowings to euro ("EUR") borrowings inor ~~2019~~Chinese ~~and~~yuan ~~2022~~("CNY") borrowings. ~~The~~These cross-currency ~~swap~~swaps ~~agreements~~may ~~are~~be designated as a net investment ~~hedge~~hedges. Accordingly, to the extent the net investment hedges are effective, changes in the fair value of the cross-currency ~~swap~~swaps are included in foreign currency translation within Accumulated other comprehensive income (loss), net in the consolidated balance sheets. Gains and losses are reclassified to earnings in the period the hedged investment is sold or liquidated.

The Company ~~entered~~periodically enters into cross-currency swaps to effectively convert certain USD borrowings to Japanese yen ("JPY") ~~and~~or EUR borrowings ~~in 2023~~. ~~The~~These cross-currency ~~swap~~swaps ~~agreements~~may ~~were~~be designated as fair value hedges. Accordingly, to the extent the fair value hedges are effective, changes in the fair value attributable to changes in the excluded components are included in gain (loss) from fair value hedges within Accumulated other comprehensive income (loss), net in the consolidated balance sheets. The value of the excluded components is recognized ~~in earnings~~ using a systematic and rational method by accruing the current-period swap settlements into earnings each reporting period.

The Company entered into cross-currency swaps to synthetically convert certain USD borrowings to Chinese yuan ("CNY") borrowings in 2024. The cross-currency swap agreements are designated as a net investment hedge. Accordingly, to the extent the net investment hedges are effective, changes in the fair value of the cross-currency swap are included in foreign currency translation within Accumulated other comprehensive income (loss), net in the consolidated balance sheets. Gains and losses are reclassified to earnings in the period the hedged investment is sold or liquidated.

•Commodity Risk Management

The Company has exposure to the prices of commodities in its procurement of certain raw materials. The Company manages its exposure to commodity risk primarily through the use of long-term supply agreements, multi-year purchasing and sales agreements and forward purchase contracts. The Company regularly assesses its practice of using forward purchase contracts and other raw material hedging instruments in accordance with changes in economic conditions. Forward purchases and swap contracts for raw materials are principally settled through physical delivery of the commodity. For qualifying contracts, the Company has elected to apply the normal purchases and normal sales exception based on the probability at the inception and throughout the term of the contract that the Company would not net settle and the transaction would result in the physical delivery of the commodity. Accordingly, realized gains and losses on these contracts are included in the cost of the commodity upon the settlement of the contract.

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and other raw material hedging instruments in accordance with changes in economic conditions. Forward purchases and swap contracts for raw materials are principally settled through physical delivery of the commodity. For qualifying contracts, the Company has elected to apply the normal purchases and normal sales exception based on the probability at the inception and throughout the term of the contract that the Company would not net settle and the transaction would result in the physical delivery of the commodity. Accordingly, realized gains and losses on these contracts are included in the cost of the commodity upon the settlement of the contract.

The Company also uses commodity swaps to hedge the risk of fluctuating price changes in certain raw materials and in which physical settlement does not occur. These commodity swaps fix the variable fee component of the price of certain commodities. All or a portion of these commodity swap agreements may be designated as cash flow hedges. Accordingly, to the extent the cash flow hedges are effective, changes in the fair value of commodity swaps are included in gain (loss) from cash flow hedges within Accumulated other comprehensive income (loss), net in the consolidated balance sheets. Gains and losses are reclassified to earnings in the period that the hedged item affects earnings.

Asset Retirement Obligations

Periodically, the Company will conclude a site no longer has an indeterminate life based on long-lived asset impairment triggering events and decisions made by the Company. Accordingly, the Company will record asset retirement obligations associated with such sites. To measure the fair value of the asset retirement obligations, the Company will use the expected present value technique, which is classified as a Level 3 fair value measurement. The expected present value technique uses a set of cash flows that represent the probability-weighted average of all possible cash flows based on the Company's judgment. The Company uses the following inputs to determine the fair value of the asset retirement obligations based on the Company's experience with fulfilling obligations of this type and the Company's knowledge of market conditions: (a) labor costs; (b) allocation of overhead costs; (c) profit on labor and overhead costs; (d) effect of inflation on estimated costs and profits; (e) risk premium for bearing the uncertainty inherent in cash flows, other than inflation; (f) time value of money represented by the risk-free interest rate commensurate with the timing of the associated cash flows; and (g) nonperformance risk relating to the liability, which includes the Company's own credit risk. The asset retirement obligations are accreted to their undiscounted values until the time at which they are expected to be settled.

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associated with such sites. To measure the fair value of the asset retirement obligations, the Company will use the expected present value technique, which is classified as a Level 3 fair value measurement. The expected present value technique uses a set of cash flows that represent the probability-weighted average of all possible cash flows based on the Company's judgment. The Company uses the following inputs to determine the fair value of the asset retirement obligations based on the Company's experience with fulfilling obligations of this type and the Company's knowledge of market conditions: (a) labor costs; (b) allocation of overhead costs; (c) profit on labor and overhead costs; (d) effect of inflation on estimated costs and profits; (e) risk premium for bearing the uncertainty inherent in cash flows, other than inflation; (f) time value of money represented by the risk-free interest rate commensurate with the timing of the associated cash flows; and (g) nonperformance risk relating to the liability, which includes the Company's own credit risk. The asset retirement obligations are accreted to their undiscounted values until the time at which they are expected to be settled.

The Company has identified but not recognized asset retirement obligations related to certain of its existing operating facilities. Examples of these types of obligations include demolition, decommissioning, disposal and restoration activities. Legal obligations exist in connection with the retirement of these assets upon closure of the facilities or abandonment of the existing operations. However, the Company currently plans on continuing operations at these facilities indefinitely and therefore, a reasonable estimate of fair value cannot be determined at this time. In the event the Company considers plans to abandon or cease operations at these sites, an asset retirement obligation will be reassessed at that time. If certain operating facilities were to close, the related asset retirement obligations could significantly affect the Company's results of operations and cash flows.

Environmental Liabilities

The Company manufactures and sells a diverse line of chemical products throughout the world. Accordingly, the Company's operations are subject to various hazards incidental to the production of industrial chemicals including the use, handling, processing, storage and transportation of hazardous materials. The Company recognizes losses and accrues liabilities relating to environmental matters if available information indicates that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Depending on the nature of the site, the Company accrues costs through 15 years, unless the Company has government orders or other agreements that extend beyond 15 years. The Company estimates environmental liabilities on a case-by-case basis using the most current status of available facts, existing technology, presently enacted laws and regulations and prior experience in remediation of contaminated sites. Recoveries of environmental costs from other parties are recorded as assets when their receipt is deemed probable.

An environmental liability related to cleanup of a contaminated site might include, for example, a provision for one or more of the following types of costs: site investigation and testing costs, cleanup costs, costs related to soil and water contamination resulting from tank ruptures and post-remediation monitoring costs. These undiscounted liabilities do not take into account any claims or recoveries from insurance. The measurement of environmental liabilities is based on the Company's periodic estimate of what it will cost to perform each of the elements of the remediation effort. The Company utilizes third parties to assist in the management and development of cost estimates for its sites. Changes to environmental regulations or other factors affecting environmental liabilities are reflected in the consolidated financial statements in the period in which they occur.

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Loss Contingencies

When determinable, the Company accrues a liability for loss contingencies deemed probable of occurring for which an amount can be reasonably estimated. For certain potentially material loss contingencies, the Company is sometimes unable to estimate and accrue a loss deemed probable of occurring. For such matters, the Company discloses an estimate of the possible loss, range of possible loss or a statement that such estimate cannot be made.

Because the Company's evaluation and assessment of critical facts and circumstances surrounding a contingent loss often occurs well in advance of the matter's final determination, there is an inherent subjectivity and unpredictability involved in estimating, accounting for and reporting contingent losses. Generally, the less progress made in the resolution of a contingent loss matter or the broader the range of potential outcomes, the more difficult it is for the Company to estimate, accrue and report a loss. For example, the Company may disclose certain information about a plaintiff's legal claim against the Company that is alleged in the plaintiff's pleadings or otherwise publicly available. While information of this type may provide more insight into the potential magnitude of a matter, it may not necessarily be indicative of the Company's estimate of probable or possible loss. In addition, some of the Company's contingent loss exposures may be eligible for reimbursement under the provisions of its insurance coverage. The Company does not consider the potential availability of insurance coverage in determining its probable or possible loss estimates. As a result of these factors among others, the Company's ultimate contingent loss exposure may be higher or lower, and possibly materially so, than the Company's recorded probable loss accruals and disclosures of possible losses.

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Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when title and risk of loss have been transferred to the customer, generally at the time of shipment of products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated, formula, list or fixed price. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 90 days.

The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the good. ~~As such~~Accordingly, shipping and handling fees billed to customers in a sales transaction are recorded in Net sales and shipping and handling costs incurred are recorded in Cost of sales. The Company has elected to exclude from Net sales any value add, sales and other taxes which it collects concurrent with revenue-producing activities.

•Contract Estimates

The nature of certain of the Company's contracts gives rise to variable consideration, which may be constrained, including retrospective volume-based rebates to certain customers. The Company issues retrospective volume-based rebates to customers when they purchase a certain volume level, and the rebates are applied retroactively to prior purchases. The Company also issues prospective volume-based rebates to customers when they purchase a certain volume level, and the rebates are applied to future purchases. Prospective volume-based rebates represent a material right within the contract and therefore are considered to be separate performance obligations. For both retrospective and prospective volume-based rebates, the Company estimates the level of volumes based on anticipated purchases at the beginning of the period and records a rebate accrual for each purchase toward the requisite rebate volume. These estimated rebates, which are reassessed each reporting period, are included in the transaction price of the Company's contracts with customers as a reduction to Net sales and are included in ~~Current~~current Other liabilities in the consolidated balance sheets (Note 10).

The majority of the Company's revenue is derived from contracts (i) with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount in which it has the right to invoice as product is delivered. The Company ~~has~~does ~~elected the practical expedient~~ not to disclose the value of remaining performance obligations associated with these types of contracts. However, the Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years. As of December 31, 2024, the Company had $936 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $451 million of its remaining performance obligations as Net sales in 2025, $249 million in 2026, $128 million in 2027 and the balance thereafter.

The Company has certain contracts which contain performance obligations which are immaterial in the context of the contract with the customer. The Company ~~has~~does ~~elected the practical expedient~~ not to assess whether these promised goods or services are performance obligations.

•Contract Balances

Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the consolidated balance sheets.

The Company does not have any material contract assets as of December 31, 2024.

Research and Development

The costs of research and development are charged as an expense in the period in which they are incurred.

~~Leases~~77

The Company leases certain real estate, fleet assets, warehouses and equipment. Leases with an initial term of 12 months or less ("short-term leases") are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception.

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return, the Company uses its imputed collateralized rate based on the information available at commencement date in determining the present value of lease payments. The estimated rate is based on a risk-free rate plus a risk-adjusted margin. Operating lease ROU assets are comprised of the lease liability plus prepaid rents and are reduced by lease incentives or deferred rents. The Company has lease agreements with non-lease components which are not bifurcated.Leases

The Company leases certain real estate, fleet assets, warehouses and equipment. Leases with an initial term of 12 months or less ("short-term leases") are not recorded in the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception.

Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company's leases do not provide an implicit rate of return, the Company uses its imputed collateralized rate based on the information available at commencement date in determining the present value of lease payments. The estimated rate is based on a risk-free rate plus a risk-adjusted margin. Operating lease ROU assets are comprised of the lease liability plus prepaid rents and are reduced by lease incentives or deferred rents. The Company has lease agreements with non-lease components which are not bifurcated.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 30 years. The exercise of a lease renewal option typically occurs at the discretion of both parties. Certain leases also include options to purchase the leased property. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease termination until it is reasonably certain that the Company will exercise that option. Certain of the Company's lease agreements include payments adjusted periodically for inflation based on the consumer price index. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Functional and Reporting Currencies

For the Company's international operations where the functional currency is other than the U.S. dollar, assets and liabilities are translated using period-end exchange rates, while the statement of operations amounts are translated using the average exchange rates for the respective period. Differences arising from the translation of assets and liabilities in comparison with the translation of the previous periods or from initial recognition during the period are included as a separate component of Accumulated other comprehensive income (loss), net.

3. Recent Accounting Pronouncements

The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by the Securities and Exchange Commission ("SEC"):

Standard/Final Rule

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) and on January 6, 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date.

The new guidance requires a public business entity ("PBE") to disclose, on an annual and interim basis, additional information about certain costs and expenses in the notes to financial statements. Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, a PBE is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S. GAAP. Additionally, a PBE is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires a PBE to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

Effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, Narrow Scope Improvements.

The new guidance clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. The new guidance (i) specifies the form and content choices for interim financial statements and accompanying notes; (ii) adds a comprehensive list of required interim disclosures from numerous Codification Topics to Topic 270; and (iii) introduces a disclosure principle that requires disclosure of events since the end of the previous annual reporting period that materially affect the entity.

Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

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Standard/Final Rule

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

The final rule will require the disclosure of Scope 1 and Scope 2 greenhouse gas emissions, if material, which will be subject to phased-in assurance requirements, governance of climate-related risks, risk management processes and climate-related targets and goals. Within the notes to financial statements, the final rule requires disclosure of certain climate-related financial statement effects and metrics.

Phased-in and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The SEC stayed the effectiveness of the final rule in April 2024 pending judicial review.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date.

The new guidance requires the disclosure of additional information about certain costs and expenses on an annual and interim basis in the notes to financial statements. Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, an entity is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S. GAAP. In addition, an entity is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires an entity to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

Effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

The new guidance requires an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign and income tax expense (benefit) from continuing operations disaggregated by federal (national), state and foreign.

Effective for annual periods beginning after December 15, 2024. Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

The effective date is delayed pending the completion of judicial review in consolidated Eighth Circuit petitions.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures.

The new guidance requires an entity to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within segment profit or loss, as well as an amount of other segment items by reportable segment and a description of its composition. Additionally, the guidance requires an entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption.

Effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted.

The Company adopted the new guidance effective for the year ended December 31, 2024. The adoption of the new guidance did not have a material impact to the Company.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

Effective for annual periods beginning after December 15, 2024. Early adoption is permitted.

The Company adopted the new guidance effective for the year ended December 31, 2025. The new guidance is financial statement disclosure-related only. Accordingly, the adoption of the new guidance did not have a material impact to the Company's financial statements.

8279

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4. Acquisitions, Dispositions and Plant Closures

Acquisitions

• Mobility & Materials

In November 2022, the Company acquired 100% ownership of entities and assets consisting of a majority of the Mobility & Materials business ("M&M") of DuPont de Nemours, Inc. ("DuPont") (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction. The Company acquired a global production network of 29 facilities, including compounding and polymerization, customer and supplier contracts and agreements, an intellectual property portfolio, including approximately 850 patents with associated technical and R&D assets, and approximately 5,000 employees across the manufacturing, technical, and commercial organizations. This acquisition of M&M enhances the engineered materials product portfolio by adding new polymers, brands, product technology, and backward integration in critical polymers, allowing the Company to accelerate growth in high-value applications including future mobility, connectivity and medical. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment.

The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill. During the measurement period, there were no adjustments that materially impacted the Company's goodwill initially recorded.

The following unaudited pro forma financial information presents the consolidated results of operations as if the M&M Acquisition had occurred at the beginning of 2021. M&M's pre-acquisition results have been added to the Company's historical results. The pro forma results contained in the table below include adjustments for (i) increased depreciation expense as a result of acquisition date fair value adjustments, (ii) amortization of acquired intangibles, (iii) interest expense and amortization of debt issuance costs of $366 million related to borrowings entered into during the year ended December 31, 2022 and the issuance of $9.0 billion of senior unsecured notes registered under the Securities Act in July 2022 as if these had taken place at the beginning of 2021 for the year ended December 31, 2022, and (iv) net total inventory step up of inventory amortized to Cost of sales of $66 million for the year ended December 31, 2022.

These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisition occurred on the assumed date, nor are they necessarily an indication of future operating results.

			Year EndedDecember 31,
			2022
			(In $ millions)
Unaudited Consolidated Pro Forma Results
Proforma Net sales			12,614
Proforma Earnings (loss) from continuing operations before tax			888

The amount of M&M Net sales and Earnings (loss) from continuing operations before tax consolidated by the Company since the acquisition date through December 31, 2022 were $430 million and $(80) million, respectively.

During the year ended December 31, 2022, transaction related costs of $117 million were expensed as incurred to Selling, general and administrative expenses in the consolidated statements of operations.

•Nutrinova Joint Venture

In September 2023, the Company formed a food ingredients joint venture with Mitsui under the name Nutrinova. The Company contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of its food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. The Company isaccounted ~~accounting~~ for its interest in the joint venture as an equity method investment, and its portion of the results ~~continues~~will continue to be included in the Engineered Materials segment. A gain on the transaction of $515 million ~~was~~is included in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations for the year ended December 31, 2023.

83Dispositions

• Micromax

On February 2, 2026, the Company completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $492 million, subject to customary transaction adjustments. The divestiture does not represent a strategic shift in the Company's future operations and financial results. The Micromax® business is included in the Engineered Materials segment and is classified as held for sale in the consolidated balance sheets as of December 31, 2025.

Assets and liabilities classified as held for sale are as follows:


			As of December 31, 2025
			(In $ millions)
Current assets			91
Goodwill			154
Intangible assets, net			163
Other long-term assets			84
Assets held for sale			492

Liabilities held for sale			75

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Plant Closures

~~•Uentrop,~~Exit ~~Germany~~and shutdown costs related to plant closures are as follows:

In October 2023, the Company announced the intended closure of its Polyamide 66 ("PA66") and High-Performance Nylon ("HPN") polymerization units at its facility in Uentrop, Germany to optimize production costs across its global network. These operations are included in the Company's Engineered Materials segment. The Company fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the year ended December 31, 2024.


	Year Ended December 31,
	2025	2024	2023
	(In $ millions)

Lanaken, Belgium(1)
Restructuring (Note 24)	7	—	—
Accelerated depreciation expense(2)	11	—	—
Total	18	—	—
Mechelen, Belgium(3)
Restructuring (Note 24)	3	55	—
Accelerated depreciation expense(2)	—	35	—
Total	3	90	—
Uentrop, Germany(4)
Restructuring (Note 24)	—	16	—
Accelerated depreciation expense(2)	—	36	14
Loss on disposition of assets, net(5)	—	—	4
Total	—	52	18

The exit and shutdown costs related to the closure of the PA66 and HPN polymerization units in Uentrop, Germany were as follows:

			Year EndedDecember 31,
			2024
			(In $ millions)
Restructuring(1)			16
Accelerated depreciation expense(2)			36
Total			52

______________________________

(1)~~Included~~On inOctober ~~Other~~28, ~~(charges)~~2025, ~~gains~~the Company announced the intended closure of its facility in Lanaken, ~~net~~Belgium to streamline the Company's production costs across its global network. This operation is included in the ~~consolidated~~Company's ~~statements~~Acetyl ofChain segment. The Company intends to permanently cease all manufacturing operations ~~(Note~~during ~~24)~~the second half of 2026.

The Company expects to incur additional exit and shutdown costs related to the intended closure of its facility in Lanaken, Belgium of $140 million, including employee termination costs, through 2027.

(2)Included in Cost of sales in the consolidated statements of operations.

•(3)In February 2024, the Company announced the intended closure of its facility in Mechelen, Belgium to optimize production costs across its global network. This operation is included in the Company's Engineered Materials segment. The Company fully ceased operations during the year ended December 31, 2024.

On(4)In ~~February 29~~October 2023, ~~2024,~~ the Company announced the intended closure of its Polyamide 66 ("PA66") and certain High-Performance Nylon ("HPN") polymerization units at its facility in ~~Mechelen~~Uentrop, ~~Belgium~~Germany to optimize production costs across its global network. ~~This~~These ~~operation~~operations isare included in the Company's Engineered Materials segment. The Company fully ceased ~~operations~~operation of the PA66 polymerization unit and certain HPN polymerization units during the year ended December 31, 2024.

~~The~~(5)Included ~~exit~~in ~~and~~Gain ~~shutdown~~(loss) ~~costs~~on ~~related~~disposition toof ~~the~~businesses ~~closure~~and ofassets, ~~the~~net ~~facility~~ in ~~Mechelen,~~the ~~Belgium~~consolidated ~~were~~statements asof ~~follows:~~operations.

									Year EndedDecember 31,
									2024
									(In $ millions)
Restructuring(1)									55
Accelerated depreciation expense(2)									35
Total									90

______________________________

(1)Included in Other (charges) gains, net in the consolidated statements of operations (Note 24).

(2)Included in Cost of sales in the consolidated statements of operations.

The Company expects to incur additional exit and shutdown costs related to the closure of the facility in Mechelen, Belgium of approximately $20 million, inclusive of estimated employee termination costs, through 2028.

5. Receivables, Net

	As of December 31,
	2024	2023
	(In $ millions)
Trade receivables - third party and affiliates	1,137	1,255
Allowance for doubtful accounts - third party and affiliates	(16)	(12)
Trade receivables - third party and affiliates, net	1,121	1,243

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	As of December 31,
	2024	2023
	(In $ millions)
Non-income taxes receivable	266	270
Income taxes receivable	53	57
Other(1)	174	214
Non-trade receivables, net	493	541

5. Receivables, Net

____________________________


	As of December 31,
	2025	2024
	(In $ millions)
Trade receivables - third party and affiliates	940	1,137
Allowance for credit losses - third party and affiliates	(18)	(16)
Trade receivables - third party and affiliates, net	922	1,121

(1)Includes $42 million of non-trade receivables related to the M&M Acquisition as of December 31, 2023.


	As of December 31,
	2025	2024
	(In $ millions)
Non-income taxes receivable	229	266

Income taxes receivable	132	53
Other	184	174


Non-trade receivables, net	545	493

6. Inventories

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions)
Finished goods	1,~~605~~644	1,~~604~~605
Work-in-process	~~119~~89	~~160~~119
Raw materials and supplies	~~560~~487	~~593~~560
Total	2,~~284~~220	2,~~357~~284

7. Investments in Affiliates

Entities in which the Company has an investment accounted for under the equity method of accounting or equity investments without readily determinable fair values are considered affiliates; any transactions or balances with such companies are considered affiliate transactions.

Equity Method

In September 2023, the Company formed a food ingredients joint venture with Mitsui under the name Nutrinova. The Company accounted for its interest in the joint venture as an equity method investment. ~~See~~ (Note 4 ~~for additional information~~).

~~As a part of the M&M Acquisition, the Company acquired certain equity method investments and ownership interests.~~82

~~The~~Table ~~Company~~of ~~has ownership interests in 14 equity method investments ranging from 22% to 50% at December 31, 2024.~~Contents

The Company has ownership interests in 14 equity method investments ranging from 22% to 50% as of December 31, 2025.

Equity method investments by business segment are as follows:

	CarryingValue as ofDecember 31,		Share ofEarnings (Loss)Year ~~EndedDecember~~Ended December 31,			Dividends and Other Distributions Year ~~EndedDecember~~Ended December 31,
		2024	2023	2024	2023	2022	2024	2023	2022
		2025	2024	2025	2024	2023	2025	2024	2023
	(In $ millions)
Engineered Materials(1)		~~893~~914	~~898~~893	~~182~~114	88182	~~209~~88	(~~149~~125)	(~~145~~149)	(~~204~~145)
Other Activities		5663	56	1413	14	1114	(1114)	(1211)	(1312)
Total		~~949~~977	~~954~~949	~~196~~127	~~102~~196	~~220~~102	(~~160~~139)	(~~157~~160)	(~~217~~157)

____________________________

(1)~~Engineered~~Includes ~~Materials includes~~ an equity method investment with losses in excess of its carrying amount due to the Company's guarantee of various debt obligations under agreements with third parties related to an equity affiliate (Note 19). This equity method investment ~~was~~is recorded in ~~Current~~current Other liabilities (Note 10) in the consolidated balance sheets as of December 31, ~~2024~~2025 and ~~2023~~2024.

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Equity Investments Without Readily Determinable Fair Values

The Company has ownership interests in 4 equity investments without readily determinable fair values ranging from 8% to 31% atas of December 31, ~~2024~~2025.

Equity investments without readily determinable fair values by business segment are as follows:

	Carrying Value as ofDecember 31,		~~DividendIncome~~Dividend ~~for~~IncomeYear ~~theYear~~ Ended December 31,
		2024	2023	2024	2023	2022
		2025	2024	2025	2024	2023
	(In $ millions)
Engineered Materials
Acetyl Chain		165	165	121	127	125
Acetyl Chain		165	165	127	125	132
Other Activities		5	5	1	1	1
Total		170	170	~~128~~122	~~126~~128	~~133~~126

Transactions with Affiliates

The Company owns manufacturing facilities at the InfraServ location in Frankfurt am Main-Hoechst, Germany and has contractual agreements with its InfraServ equity affiliates and certain other equity affiliates and investees accounted for at cost less impairment losses, adjusted for observable price changes for an identical or similar investment of the same issuer. These contractual agreements primarily relate to energy purchases, site services and purchases of product for consumption and resale.

Transactions and balances with affiliates are as follows:

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
	(In $ millions)
Purchases	~~452~~432	~~490~~452	~~590~~490
Sales and other credits	8986	~~212~~89	72212

	As of December 31,
	2024	2023
	(In $ millions)
Trade receivables	11	7
Non-trade receivables	30	40
Current notes receivables	65	57
Total due from affiliates	106	104
Short-term borrowings(1)	37	23
Trade payables	25	52
Current Other liabilities	34	34
Total due to affiliates	96	109

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	As of December 31,
	2025	2024
	(In $ millions)
Trade receivables	6	11
Non-trade receivables	27	30
Current notes receivables	50	65
Total due from affiliates	83	106

Short-term borrowings(1)	47	37
Trade payables	46	25
Current Other liabilities	37	34
Total due to affiliates	130	96

______________________________

(1)The Company has agreements with certain affiliates whereby excess affiliate cash is lent to and managed by the Company at variable interest rates governed by those agreements.

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8. Property, Plant and Equipment, Net

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions)
Land	~~240~~199	~~260~~240
Land improvements	9193	8591
Buildings and building improvements	1,~~059~~168	1,~~082~~059
Machinery and equipment	78,~~745~~264	7,~~157~~745
Construction in progress	~~700~~588	~~1,080~~700
Gross asset value	910,~~835~~312	9,~~664~~835
Accumulated depreciation	(45,~~562~~236)	(4,~~080~~562)
Net book value	5,273	5,584
Net book value(1)	5,076	5,273

~~Assets under finance leases, net, included in the amounts above were $119 million and $154 million as of December 31, 2024 and 2023, respectively.~~______________________________

(1)Includes assets under finance leases, net, of $106 million and $119 million as of December 31, 2025 and 2024, respectively.

Capitalized interest costs and depreciation expense are as follows:

	Year Ended December 31,
	2024	2023	2022
	2025	2024	2023
	(In $ millions)
Capitalized interest	3024	3730	1837
Depreciation expense	~~640~~595	~~540~~640	~~399~~540

During ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, certain long-lived assets were impaired (Note 24).

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9. Goodwill and Intangible Assets, Net

Goodwill

	EngineeredMaterials	AcetylChain	Total
	(In $ millions)
As of December 31, 2022	6,775	367	7,142
As of December 31, 2023	6,602	375	6,977
Acquisitions (Note 4)	(107)	—	(107)
Dispositions (Note 4)	(80)	—	(80)
Exchange rate changes	14	8	22
As of December 31, 2023(1)	6,602	375	6,977
Impairment losses	(1,517)	—	(1,517)
Exchange rate changes	(60)	(13)	(73)
As of December 31, 2024(1)	5,025	362	5,387
Transfer to assets held for sale (Note 4)	(154)	—	(154)
Impairment losses	(1,140)	—	(1,140)
Exchange rate changes	51	27	78
As of December 31, 2025(2)	3,782	389	4,171

______________________________

(1)Includes accumulated impairment losses of $1.5 billion in the Engineered Materials segment ~~as of December 31, 2024~~. ~~There were no accumulated impairment losses as of December 31, 2023.~~

~~The~~(2)Includes ~~Company~~accumulated ~~assesses~~impairment ~~the~~losses ~~recoverability~~ of ~~the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its fiscal year using June~~$2.7 30billion ~~balances or whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~Engineered ~~amount~~Materials ~~of the asset may not be fully recoverable~~segment.

During the three months ended September 30, ~~2024~~ 2025, the Company completed qualitative evaluations onof its reporting units, with the exception of the engineered materials reporting unit, ~~and~~which was tested quantitatively. The Company concluded that it was more likely than not that the fair value of ~~these~~the reporting units evaluated qualitatively exceeded ~~their~~such units' carrying value. ~~The engineered materials reporting unit was tested quantitatively as the~~

87The results of the quantitative test of the engineered materials reporting unit determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value. Accordingly, the Company recorded a noncash goodwill impairment loss of $1.0 billion in Other charges (gains), net (Note 24) within the Engineered Materials segment. Although the projected cash flows of the engineered materials reporting unit had not declined from the projections used in the December 31, 2024 quantitative analysis, the impairment loss was primarily driven by a decline in the Company's market capitalization as a result of a decrease in the stock price as of the testing date which led to a 275 basis point increase in the discount rate used in the model.

The Company recorded an additional noncash goodwill impairment loss of $98 million in Other charges (gains), net (Note 24) within the Engineered Materials segment during the three months ended September 30, 2025, as a result of the Company's intent to divest the Micromax® business (N o t e 4).

No events or changes in circumstances occurred during the three months ended December 31, 2025 that indicated the fair values of the Company's reporting units were reduced below their carrying amounts. Accordingly, no additional impairment analysis was performed during that period.

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Company experienced decreased demand, identified near-term negative trends in the automotive and industrial end-markets and experienced other challenging current macroeconomic conditions during the three months ended September 30, 2024.

Based on the quantitative test, the estimated fair value of the engineered materials reporting unit exceeded the carrying amount of its underlying assets. Therefore, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2024. Although no impairment of the engineered materials reporting unit was identified during the nine months ended September 30, 2024, the estimated fair value exceeded its carrying value by less than 10% as of September 30, 2024.

During the three months ended December 31, 2024, the Company experienced a significant and sustained decrease in the Company's share price. Further, due to extended weakness in the macroeconomic environment, specifically the auto and industrial end-markets, which deepened general demand softness during the three months ended December 31, 2024, thereby impacting pricing and volume, the Company updated its engineered materials reporting unit forecast model for the 2025 fiscal year which showed additional deterioration in the projected financial results for the 2025 fiscal year compared to the analyses prepared during the three months ended September 30, 2024. While the long-term projections beyond 2025 include recovery, the lower projections in 2025 do have an impact on the forecast model beyond 2025 by applying forecasted growth rates to a lower anticipated 2025 base revenue. The updated 2025 projections continue to reflect industry wide challenges including demand softness across the majority of end uses resulting in lower pricing. Based on the sustained decrease in the share price and updated projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired and, accordingly, performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024. The results of the test determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value primarily due to the downward adjustments in the forecast model, as well as an increase in the discount rate. As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in Other charges (gains), net (Note 24) within the Engineered Materials segment.

The quantitative evaluations of the engineered materials reporting unit were performed using an equal weighting of the income approach based on the discounted estimated future cash flows of the reporting unit and market approach using the guideline public company method. The key assumptions used in the discounted cash flow valuation model include the discount rate, revenue growth rate, tax rate, cash flow projections and terminal value rate. The discount rates were based on market participant data, including the Company's weighted average cost of capital adjusted for risks specific to the reporting unit. The revenue growth rates and cash flow projections were based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the reporting unit operates. The tax rates considered the operating structure of the reporting unit and tax rates in jurisdictions in which the reporting unit operates. A terminal value rate was applied to the final year of the projected periods to reflect continued stable, perpetual growth. Under the market approach, the Company utilized earnings multiples for public companies similar to the engineered materials reporting unit adjusted for a control premium.

While the Company believes the assumptions used in the impairment tests were reasonable, changes in market conditions or key assumptions made in future quantitative tests, including discount rates, revenue growth rates, tax rates, cash flow projections and terminal value rates, could negatively impact the results of future impairment testing for any of the Company's reporting units and could result in the recognition of additional impairment charges. Such charges could be material to the statements of operations and balance sheets in the period(s) recorded.

No events or changes in circumstances occurred during the three months ended December 31, 2024 that indicated the fair values of the Company's remaining reporting units were reduced below their carrying amounts. Accordingly, no additional impairment analysis was performed during that period.

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Intangible Assets, Net

Finite-lived intangible assets are as follows:

	Licenses	Customer-RelatedIntangibleAssets	DevelopedTechnology	CovenantsNot toCompeteand Other	Total
	(In $ millions)
Gross Asset Value
As of December 31, 2022	42	2,455	601	55	3,153
Disposition (Note 4)	—	(60)	(1)	—	(61)
Exchange rate changes	(1)	42	1	—	42
As of December 31, 2023	41	2,437	601	55	3,134
Exchange rate changes	(1)	(31)	(14)	—	(46)
As of December 31, 2024	40	2,406	587	55	3,088
Transfer to assets held for sale (Note 4)	—	(145)	(51)	—	(196)
Exchange rate changes	1	170	27	(1)	197
As of December 31, 2025	41	2,431	563	54	3,089
Accumulated Amortization
As of December 31, 2022	(39)	(567)	(50)	(40)	(696)
Amortization	—	(120)	(43)	(1)	(164)
Disposition (Note 4)	—	59	1	—	60
Exchange rate changes	1	(11)	(3)	(1)	(14)
As of December 31, 2023	(38)	(639)	(95)	(42)	(814)
Amortization	—	(116)	(42)	(1)	(159)
Exchange rate changes	1	27	3	—	31
As of December 31, 2024	(37)	(728)	(134)	(43)	(942)
Net book value	3	1,678	453	12	2,146
Amortization	(1)	(120)	(42)	(1)	(164)
Transfer to assets held for sale (Note 4)	—	22	11	—	33
Exchange rate changes	(1)	(61)	(5)	—	(67)
As of December 31, 2025	(39)	(887)	(170)	(44)	(1,140)
Net book value	2	1,544	393	10	1,949

Indefinite-lived intangible assets are as follows:

			Trademarksand Trade Names
			(In $ millions)
As of December 31, 2022			1,648
Dispositions (Note 4)			(14)
Exchange rate changes			21
As of December 31, 2023			1,655
Impairment losses			(117)
Exchange rate changes			(43)
As of December 31, 2024			1,495
Impairment losses			(346)
Exchange rate changes			86
As of December 31, 2025			1,235

~~The~~During ~~Company~~the ~~assesses~~three ~~the~~months ~~recoverability~~ended ofSeptember 30, 2025, the ~~carrying~~Company ~~amount~~completed qualitative evaluations of its indefinite-lived intangible assets, ~~either~~with ~~qualitatively~~the orexception ~~quantitatively~~of ~~annually~~those ~~during~~assigned to the ~~third~~engineered ~~quarter~~materials ofreporting ~~its~~unit, ~~fiscal~~and ~~year~~concluded ~~using~~that ~~June 30~~it ~~balances~~was ormore ~~whenever~~likely ~~events~~than ornot ~~changes~~that inthe ~~circumstances~~fair ~~indicate~~value ~~that~~of ~~the~~those indefinite-lived intangible assets exceeded their carrying ~~amount~~value. ofIndefinite-lived ~~the~~intangible assets ~~may~~assigned ~~not~~to bethe ~~fully~~engineered ~~recoverable~~materials reporting unit were tested quantitatively.

~~During~~The ~~the~~results ~~three~~of ~~months ended September 30, 2024,~~ the ~~Company~~quantitative ~~completed~~testing ~~qualitative~~of ~~evaluations~~the onengineered ~~its~~materials indefinite-lived intangible assets, ~~with~~determined that the ~~exception~~carrying amount of ~~those~~certain ~~assigned~~trade names exceeded their estimated fair values. Accordingly, the Company recorded a noncash impairment loss of $346 million in Other charges (gains), net (Note 24) to impair the ~~engineered~~net ~~materials~~book ~~reporting~~value ~~unit~~of certain trade names, ~~and~~primarily ~~concluded~~Zytel®, ~~that~~included itin the Engineered Materials segment. The impairment of these trade names was ~~more~~primarily ~~likely~~driven ~~than~~by ~~not~~a ~~that~~decline in the ~~fair~~Company's ~~value~~market capitalization as a result of ~~these~~a ~~indefinite-lived~~decrease ~~intangible~~in ~~assets~~the ~~exceeded~~stock ~~their~~price ~~carrying~~as ~~value.~~of ~~Indefinite-lived~~the ~~intangible~~testing ~~assets~~date ~~assigned~~which led to ~~the~~an ~~engineered~~increase ~~materials~~in ~~reporting~~the ~~unit~~discount ~~were~~rates ~~tested~~used ~~quantitatively~~in the models.

In connection with the Company's annual indefinite-lived intangible assets impairment test, the Company recorded a non-cash impairment loss of $34 million during the three months ended September 30, 2024, in Other charges (gains), net (Note 24) to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.86

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~~Additionally,~~No inevents ~~conjunction~~or ~~with~~changes ~~the~~in ~~goodwill~~circumstances ~~impairment~~occurred ~~test~~during in the three months ended December 31, ~~2024,~~2025 ~~the~~that ~~Company~~indicated ~~performed~~the ancarrying ~~interim~~amount ~~impairment~~of ~~test~~the onCompany's ~~the~~remaining indefinite-lived intangible assets ~~assigned~~may tonot ~~the~~be ~~engineered~~fully ~~materials reporting unit~~recoverable. ~~The~~Accordingly, ~~Company~~no ~~recorded~~additional ~~a non-cash~~ impairment ~~loss~~analysis ofwas ~~$83 million~~performed induring ~~Other~~that ~~charges (gains), net (Note 24) to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment~~period.

~~Indefinite-lived~~During ~~intangible assets assigned to~~ the ~~engineered~~year ~~materials~~ended reporting unit were tested quantitatively utilizing the relief from royalty method under the income approach to determine the estimated fair value for each indefinite-lived intangible asset. The key assumptions used in this model include discount ratesDecember 31, ~~royalty rates~~ 2025, ~~revenue growth rates, tax rates, sales projections and terminal value rates. The discount rates were based on~~ the Company's ~~weighted~~did ~~average~~not ~~return~~renew onor ~~assets~~extend ~~adjusted~~any ~~for risks specific to the indefinite-lived~~ intangible assets. Royalty rates are established by management using the most recent third party valuations and are periodically substantiated by third-party valuation consultants. The revenue growth rates and sales projections were based on historical trends and expected growth drivers such as macroeconomic trends in the industries and territories in which the indefinite-lived intangible assets operate. The tax rates considered the operating structure of the Company and tax rates in jurisdictions in which the indefinite-lived intangible assets operate. A terminal value rate was applied to the final year of the projected period to reflect continued stable, perpetual growth.

~~While~~Estimated ~~the~~amortization ~~Company~~expense ~~believes~~for the ~~assumptions~~next ~~used~~five inyears ~~the~~is ~~impairment~~as tests were reasonable, changes in market conditions or key assumptions made in future quantitative tests, including discount rates, royalty rates, revenue growth rates, tax rates, sales projections and terminal value rates, could negatively impact the results of future impairment testing and could result in the recognition of additional impairment losses. Such charges could be material to the statements of operations and balance sheets in the period(s) recorded.follows:

No events or changes in circumstances occurred during the three months ended December 31, 2024 that indicated the carrying amount of the Company's remaining indefinite-lived intangible assets may not be fully recoverable. Accordingly, no additional impairment analysis was performed during that period.


			As of December 31, 2025
			(In $ millions)
2026			158
2027			158
2028			157
2029			153
2030			149

During the year ended December 31, 2024, the Company did not renew or extend any intangible assets.

Estimated amortization expense for the succeeding five fiscal years is as follows:

			(In $ millions)
2025			162
2026			162
2027			162
2028			162
2029			157

10. Current Other Liabilities

	As of December 31,
	2024	2023
	2025	2024
	(In $ millions)
Benefit obligations (Note 12)	2526	25
Customer rebates	92110	96129
Derivatives (Note 17)	93102	9093
Interest (Note 11)	~~222~~197	~~246~~222
Legal (Note 19)	10	34
Investment in affiliates (Note 7)	105	98
Operating leases (Note 16)	7971	8979
Restructuring (Note 24)	6331	1863
Salaries and benefits	~~166~~147	~~175~~166
Sales and use tax/foreign withholding tax payable	~~150~~113	~~128~~150
Investment in affiliates (Note 7)	98	96
Other	147	132
Other	122	157
Total	1,049	1,157
Total	1,120	1,154

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11. Debt

			As of December 31,
			2024						2023
			2025						2024

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