Form 8-K

8-K — Celanese Corp

Accession: 0001306830-26-000091

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001306830

SIC: 2820 (PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ce-20260505.htm (Primary)

EX-99.1 (q120268-kex991.htm)

EX-99.2 (q120268-kex992.htm)

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8-K

8-K (Primary)

Filename: ce-20260505.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-32410 98-0420726

(State or other jurisdiction

of incorporation) (Commission File

Number) (IRS Employer

Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share CE The New York Stock Exchange

4.777% Senior Notes due 2026 CE /26A The New York Stock Exchange

2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange

0.625% Senior Notes due 2028 CE /28 The New York Stock Exchange

5.337% Senior Notes due 2029 CE /29A The New York Stock Exchange

5.000% Senior Notes due 2031 CE /31 The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition

On May 5, 2026, Celanese Corporation (the "Company") issued a press release reporting the financial results for its first quarter 2026. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each Non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit

Number

Description

99.1

Press Release dated May 5, 2026*

99.2

Non-US GAAP Financial Measures and Supplemental Information dated May 5, 2026*

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

* In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELANESE CORPORATION

By: /s/ ASHLEY B. DUFFIE

Name: Ashley B. Duffie

Title: Senior Vice President, General Counsel and Corporate Secretary

Date:

May 5, 2026

EX-99.1

Filename: q120268-kex991.htm · Sequence: 2

Document

Exhibit 99.1

Celanese Corporation Reports First Quarter Earnings

Dallas, May 5, 2026: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported first quarter 2026 U.S. GAAP diluted earnings per share of $0.41 and adjusted earnings per share of $0.85. Net sales of $2.3 billion increased 6 percent sequentially, reflecting a 5 percent increase in volume, a small currency benefit and stable pricing. Results reflected actions that delivered favorable product mix and cost productivity measures in Engineered Materials, along with deliberate steps to capture higher value opportunities within the Acetyl Chain. These benefits were partially offset by higher feedstock and energy costs across both businesses.

Celanese utilized its fundamentally strong and differentiated business models to take swift action and capitalize on opportunities. For the first quarter, the Company reported consolidated operating profit of $214 million, adjusted EBIT of $275 million, and operating EBITDA of $455 million at margins of 9, 12, and 20 percent, respectively.

Celanese continued to take actions to advance the strategic priorities of increasing cash flow to accelerate deleveraging, intensifying cost improvements, and driving top line growth. These actions included the successful restart of the Frankfurt, Germany VAM unit and the announcement of the intended closure of the nylon 6,6 polymerization unit in Singapore.

“We are taking decisive and intentional actions to drive business improvement,” said Scott Richardson, president and chief executive officer. “By staying ahead of dynamic global events, we were able to capitalize on opportunities while positioning the business for an improved earnings profile over the course of the year. At the same time, we are strengthening the long-term fundamentals of the business through operational improvements and increased resilience. This progress supports our decision to raise our full‑year free cash flow outlook to $700 to $800 million and reinforces our confidence in the path forward.”

First Quarter 2026 Financial Highlights:

Three Months Ended

March 31,

2026 December 31,

2025 March 31,

2025

(unaudited)

(In $ millions, except per share data)

Net Sales

Engineered Materials 1,325 1,277 1,287

Acetyl Chain 1,036 940 1,116

Intersegment Eliminations (24) (13) (14)

Total 2,337 2,204 2,389

Operating Profit (Loss)

Engineered Materials 221 111 94

Acetyl Chain 95 90 161

Other Activities (102) (108) (90)

Total 214 93 165

Net Earnings (Loss)

48 22 (20)

Adjusted EBIT(1)

Engineered Materials 220 183 124

Acetyl Chain 131 146 167

Other Activities (76) (78) (60)

Total 275 251 231

Equity Earnings and Dividend Income, Other Income (Expense)

Engineered Materials 32 32 17

Acetyl Chain 2 42 3

Operating EBITDA(1)

455 435 411

Diluted EPS - continuing operations $ 0.41 $ 0.23 $ (0.17)

Diluted EPS - total $ 0.40 $ 0.17 $ (0.22)

Adjusted EPS(1)

$ 0.85 $ 0.67 $ 0.54

Net cash provided by (used in) investing activities 425 (104) (98)

Net cash provided by (used in) financing activities (3) (324) 45

Net cash provided by (used in) operating activities 76 252 37

Free cash flow(1)

3 160 (73)

____________________________

(1)See "Non-US GAAP Financial Measures" below.

Recent Highlights:

•Announced the intended closure of the nylon 6,6 polymerization unit in Sakra, Singapore, alongside optimization of the nylon 6,6 polymer assets in North America. Through these actions, Celanese expects to reposition its nylon business to create a more competitive and resilient platform for the future, without compromising customer confidence, product quality, or the Company’s ability to innovate on its existing polymer production assets or existing specialty polymerization capability.

•Reaffirmed the ongoing complementary actions across the Engineered Materials network, including advancing steps towards commencement of liquid crystal polymer-related operations in China, targeted upgrades of specialty compounds capability in Europe, introduction of new medical-grade compounding in Asia, and implementation of targeted product mix enhancements and localization in India.

•Opened the expanded Michigan Technology Center, enabling earlier customer engagement, faster development cycles, and deeper integration of technology and application expertise to advance the Engineered Materials growth strategy.

•Restarted the Frankfurt, Germany, VAM unit on an accelerated timeline, enhancing supply reliability to respond to customer's needs.

•Initiated commissioning of a new VAE Emulsions reactor in Frankfurt, Germany, supporting cost reduction and incremental capacity while strengthening downstream integration and agility of the Acetyl Chain.

•Advanced the turnaround of the POM facility in Frankfurt, Germany, with restart expected later in May.

•Added Anne P. Noonan to the Company’s Board of Directors in April 2026. Ms. Noonan most recently served as president and chief executive officer of Summit Materials, Inc., and previously as president and chief executive officer of OMNOVA Solutions Inc. Earlier in her career, she spent 27 years at Chemtura Corporation in a variety of leadership roles.

First Quarter Business Segment Overview

Engineered Materials

Engineered Materials reported first quarter net sales of $1.3 billion, a 4 percent sequential increase, consisting of 3 percent higher volume with no change in pricing and a modest currency benefit. Results were supported by seasonal volume improvement and favorable product and regional mix, partially offset by continued softness in certain end markets, particularly automotive in China. The business reported first quarter operating profit of $221 million, adjusted EBIT of $220 million, and operating EBITDA of $324 million, with margins of 17, 17, and 25 percent, respectively. Performance reflected continued execution of strategic initiatives focused on product and market segment positioning, improvements in pipeline quality and diversification, value-based pricing, and cost reduction, leading to favorable mix. During the quarter, the business advanced a series of structural actions under its Grow and Fortify strategy, such as the repositioning of the nylon portfolio and targeted network enhancements including liquid crystal polymers capabilities in Asia, specialty compounding in Europe, and medical-grade compounding in Asia. These actions strengthen the operational foundation in concert with business diversification and

breadth into higher-growth end markets such as electronics, data center server componentry, medical devices, and electric vehicles.

Acetyl Chain

The Acetyl Chain reported first quarter net sales of $1.0 billion, a 10 percent sequential increase, consisting of increases of 8 percent in volume and 1 percent in price, with a small currency benefit. Results were supported by late‑quarter pricing and volume opportunities, primarily in China, partially offset by higher feedstock costs and continued softness in acetate tow. The business delivered first quarter operating profit of $95 million, adjusted EBIT of $131 million, and operating EBITDA of $194 million at margins of 9, 13, and 19 percent, respectively. Performance highlighted the agility of the globally integrated operating model, as the business responded swiftly through targeted pricing actions, proactive feedstock management, and dynamic network optimization. The business took multiple actions during the quarter, including the accelerated restart of the Frankfurt VAM unit, commissioning of the VAE reactor, and optimization of asset utilization across the U.S. and Asia. These actions enabled the Acetyl Chain to mitigate cost inflation, capture high value opportunities, and reinforce its position as a reliable supplier.

Cash Flow and Tax

Celanese reported first quarter operating cash flow of $76 million and free cash flow of $3 million. First quarter operating and free cash flow results reflected expected seasonal working capital timing effects and disciplined capital spending, along with changes in the timing of interest payments.

The effective U.S. GAAP income tax rate for the first quarter was 40 percent, which was higher compared to the same period in 2025, primarily due to increased forecasted earnings for the current year, changes in uncertain tax benefits related to prior year tax examinations, and difference in functional currencies for tax purposes in certain jurisdictions.

The effective tax rate for 2026 adjusted earnings was 8 percent for the first quarter. We anticipate this rate for the full year 2026 based on expected jurisdictional earnings mix for the full year and consideration of other non-recurring U.S. GAAP items.

Outlook

"We are uniquely positioned to create and capture opportunities, and as we move into the second quarter, we expect meaningful sequential improvement driven by stronger volumes and price increase realization in the Acetyl Chain, along with pricing improvements in Engineered Materials and seasonal demand across both businesses." continued Richardson. "Based on this, we expect second quarter adjusted earnings per share to be $2.00 to $2.40. We are currently estimating adjusted earnings per share of approximately $3.00 per share in the second half of 2026 as we continue to advance actions to enhance our commercial capabilities and cost structure."

“These actions are expected to strengthen earnings in 2026, meaningfully accelerate deleveraging, and bring our net debt to operating EBITDA ratio into the vicinity of 4.8x. Across market cycles, execution of our priorities positions Celanese for stronger resilience and more sustainable long‑term performance,” Richardson concluded.

Reconciliations of forecasted non-GAAP measures such as adjusted earnings per share, adjusted EBIT, operating EBITDA or free cash flow to the equivalent U.S. GAAP measures (diluted earnings per share, net earnings (loss) attributable to Celanese Corporation and net cash provided by (used in) operations, respectively), are not available without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, and other items is not practical. For more information, see "Non-GAAP Financial Measures" below.

The Company's prepared remarks related to the first quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on May 5, 2026. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.

Contacts:

Investor Relations Media - U.S. Media - Europe Media - Asia

Bill Cunningham Jamaison Schuler Petra Czugler Maria Xia

Phone: +1 302 772 5231 Phone: +1 972 443 4400 Phone: +49 69 45009 1206 Phone: +86 21 3861 9368

william.cunningham@celanese.com media@celanese.com petra.czugler@celanese.com maria.xia@celanese.com

Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs more than 11,000 employees worldwide with 2025 net sales of $9.5 billion.

Forward-Looking Statements

This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues, cash flow, financial performance, synergies, capital expenditures, deleveraging efforts, planned cost reductions, dividend policy, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: the ability to successfully achieve planned cost reductions; changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate; our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades; volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources; the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases; the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities; additional impairment of goodwill or intangible assets; increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies; risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all; the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance; the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with the Company's strategy; market acceptance of our products and technology; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events, or other crises; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States and other jurisdictions; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters; changes in currency exchange rates and interest rates; tax rates and changes thereto; and various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Non-GAAP Financial Measures

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-US GAAP Financial Information

This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for operating EBITDA margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.

Definitions of Non-US GAAP Financial Measures

cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales.

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about May 5, 2026 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

Results Unaudited

The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026.

Supplemental Information

Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.

Consolidated Statements of Operations - Unaudited

Three Months Ended

March 31,

2026 December 31,

2025 March 31,

2025

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

Net sales 2,337 2,204 2,389

Cost of sales (1,869) (1,781) (1,915)

Gross profit 468 423 474

Selling, general and administrative expenses (226) (223) (231)

Amortization of intangible assets (40) (40) (40)

Research and development expenses (28) (32) (31)

Other (charges) gains, net (20) (39) (31)

Foreign exchange gain (loss), net 12 7 21

Gain (loss) on disposition of businesses and assets, net 48 (3) 3

Operating profit (loss) 214 93 165

Equity in net earnings (loss) of affiliates 35 37 22

Non-operating pension and other postretirement employee benefit (expense) income 5 50 2

Interest expense (183) (177) (170)

Refinancing expense — (36) (32)

Interest income 9 6 4

Dividend income - equity investments 1 40 1

Other income (expense), net 1 — 2

Earnings (loss) from continuing operations before tax 82 13 (6)

Income tax (provision) benefit (33) 15 (9)

Earnings (loss) from continuing operations 49 28 (15)

Earnings (loss) from operation of discontinued operations (1) (8) (6)

Income tax (provision) benefit from discontinued operations — 2 1

Earnings (loss) from discontinued operations (1) (6) (5)

Net earnings (loss) 48 22 (20)

Net (earnings) loss attributable to noncontrolling interests (4) (3) (4)

Net earnings (loss) attributable to Celanese Corporation 44 19 (24)

Amounts attributable to Celanese Corporation

Earnings (loss) from continuing operations 45 25 (19)

Earnings (loss) from discontinued operations (1) (6) (5)

Net earnings (loss) 44 19 (24)

Earnings (loss) per common share - basic

Continuing operations 0.41 0.23 (0.17)

Discontinued operations (0.01) (0.06) (0.05)

Net earnings (loss) - basic 0.40 0.17 (0.22)

Earnings (loss) per common share - diluted

Continuing operations 0.41 0.23 (0.17)

Discontinued operations (0.01) (0.06) (0.05)

Net earnings (loss) - diluted 0.40 0.17 (0.22)

Weighted average shares (in millions)

Basic 109.7 109.6 109.4

Diluted 110.0 109.8 109.4

Consolidated Balance Sheets - Unaudited

As of

March 31,

2026 As of

December 31,

2025

(In $ millions)

ASSETS

Current Assets

Cash and cash equivalents 1,758 1,263

Trade receivables - third party and affiliates, net 1,097 922

Non-trade receivables, net 583 545

Inventories 2,284 2,220

Assets held for sale — 492

Other assets 247 251

Total current assets 5,969 5,693

Investments in affiliates 1,227 1,252

Property, plant and equipment, net 4,938 5,076

Operating lease right-of-use assets 376 359

Deferred income taxes 1,341 1,359

Other assets 608 601

Goodwill 4,157 4,171

Intangible assets, net 3,119 3,184

Total assets 21,735 21,695

LIABILITIES AND EQUITY

Current Liabilities

Short-term borrowings and current installments of long-term debt - third party and affiliates

1,741 1,204

Trade payables - third party and affiliates 1,441 1,279

Liabilities held for sale — 75

Other liabilities 1,040 1,049

Income taxes payable 94 76

Total current liabilities 4,316 3,683

Long-term debt, net of unamortized deferred financing costs 10,813 11,394

Deferred income taxes 512 512

Uncertain tax positions 225 208

Benefit obligations 332 344

Operating lease liabilities 275 265

Other liabilities 777 817

Commitments and Contingencies

Shareholders' Equity

Treasury stock, at cost (5,482) (5,482)

Additional paid-in capital 439 431

Retained earnings 9,917 9,876

Accumulated other comprehensive income (loss), net (811) (776)

Total Celanese Corporation shareholders' equity 4,063 4,049

Noncontrolling interests 422 423

Total equity 4,485 4,472

Total liabilities and equity 21,735 21,695

EX-99.2

Filename: q120268-kex992.htm · Sequence: 3

Document

Exhibit 99.2

Non-U.S. GAAP Financial Measures and Supplemental Information

May 5, 2026

In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.

Purpose

The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-U.S. GAAP financial measures. This document is updated quarterly.

Presentation

This document presents the Company's two business segments, Engineered Materials and the Acetyl Chain.

Use of Non-U.S. GAAP Financial Measures

From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable U.S. GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.

Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other U.S. GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.

Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt

is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity.

Definitions

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA.

•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as operating profit (loss) attributable to Celanese Corporation.

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax

rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.

•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation shareholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our shareholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:

•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.

•Cash dividends received from our equity investments.

•For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as NCI. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026.

Table 1

Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions)

Net earnings (loss) attributable to Celanese Corporation 44 (1,165) 19 (1,357) 197 (24)

(Earnings) loss from discontinued operations 1 21 6 — 10 5

Interest income (9) (24) (6) (7) (7) (4)

Interest expense 183 701 177 177 177 170

Refinancing expense — 68 36 — — 32

Income tax provision (benefit) 33 (90) (15) (7) (77) 9

Certain Items attributable to Celanese Corporation (Table 8)

23 1,639 34 1,520 42 43

Adjusted EBIT 275 1,150 251 326 342 231

Depreciation and amortization expense(1)

180 743 184 191 188 180

Operating EBITDA 455 1,893 435 517 530 411

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions)

Engineered Materials 3 6 1 3 2 —

Acetyl Chain 18 11 11 — — —

Other Activities(2)

— — — — — —

Accelerated depreciation and amortization expense 21 17 12 3 2 —

Depreciation and amortization expense(1)

180 743 184 191 188 180

Total depreciation and amortization expense 201 760 196 194 190 180

______________________________

(1)Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.

(2)Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2

Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions, except percentages)

Operating Profit (Loss) / Operating Margin

Engineered Materials 221 16.7 % (958) (17.8) % 111 8.7 % (1,327) (95.9) % 164 11.4 % 94 7.3 %

Acetyl Chain 95 9.2 % 539 12.7 % 90 9.6 % 135 12.7 % 153 13.7 % 161 14.4 %

Other Activities(1)

(102) (367) (108) (83) (86) (90)

Total 214 9.2 % (786) (8.2) % 93 4.2 % (1,275) (52.7) % 231 9.1 % 165 6.9 %

Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials 2 6 — 3 1 2

Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain 2 8 3 1 2 2

Operating Profit (Loss) Attributable to Celanese Corporation 210 9.0 % (800) (8.4) % 90 4.1 % (1,279) (52.9) % 228 9.0 % 161 6.7 %

Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation

Engineered Materials 219 16.5 % (964) (17.9) % 111 8.7 % (1,330) (96.1) % 163 11.3 % 92 7.1 %

Acetyl Chain 93 9.0 % 531 12.5 % 87 9.3 % 134 12.6 % 151 13.5 % 159 14.2 %

Other Activities(1)

(102) (367) (108) (83) (86) (90)

Total 210 9.0 % (800) (8.4) % 90 4.1 % (1,279) (52.9) % 228 9.0 % 161 6.7 %

Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation

Engineered Materials 32 109 32 35 25 17

Acetyl Chain 2 132 42 44 43 3

Other Activities(1)

3 15 3 4 3 5

Total 37 256 77 83 71 25

Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation

Engineered Materials — 3 3 — — —

Acetyl Chain — — — — — —

Other Activities(1)

5 52 47 2 1 2

Total 5 55 50 2 1 2

Certain Items Attributable to Celanese Corporation (Table 8)

Engineered Materials (31) 1,572 37 1,495 25 15

Acetyl Chain 36 32 17 9 1 5

Other Activities(1)

18 35 (20) 16 16 23

Total 23 1,639 34 1,520 42 43

Adjusted EBIT / Adjusted EBIT Margin

Engineered Materials 220 16.6 % 720 13.4 % 183 14.3 % 200 14.5 % 213 14.8 % 124 9.6 %

Acetyl Chain 131 12.6 % 695 16.4 % 146 15.5 % 187 17.6 % 195 17.5 % 167 15.0 %

Other Activities(1)

(76) (265) (78) (61) (66) (60)

Total 275 11.8 % 1,150 12.0 % 251 11.4 % 326 13.5 % 342 13.5 % 231 9.7 %

___________________________

(1)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2

Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions, except percentages)

Depreciation and Amortization Expense(1)

Engineered Materials 104 441 105 115 112 109

Acetyl Chain 63 252 64 63 64 61

Other Activities(2)

13 50 15 13 12 10

Total 180 743 184 191 188 180

Operating EBITDA / Operating EBITDA Margin

Engineered Materials 324 24.5 % 1,161 21.5 % 288 22.6 % 315 22.8 % 325 22.5 % 233 18.1 %

Acetyl Chain 194 18.7 % 947 22.4 % 210 22.3 % 250 23.6 % 259 23.2 % 228 20.4 %

Other Activities(2)

(63) (215) (63) (48) (54) (50)

Total 455 19.5 % 1,893 19.8 % 435 19.7 % 517 21.4 % 530 20.9 % 411 17.2 %

___________________________

(1)Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.

(2)Other Activities includes corporate SG&A expenses, results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 3

Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

per share per share per share per share per share per share

(In $ millions, except per share data)

Earnings (loss) from continuing operations attributable to Celanese Corporation 45 0.41 (1,144) (10.44) 25 0.23 (1,357) (12.39) 207 1.89 (19) (0.17)

Income tax provision (benefit) 33 (90) (15) (7) (77) 9

Earnings (loss) from continuing operations before tax 78 (1,234) 10 (1,364) 130 (10)

Certain Items attributable to Celanese Corporation (Table 8)

23 1,639 34 1,520 42 43

Refinancing and related expenses — 68 36 — — 32

Adjusted earnings (loss) from continuing operations before tax 101 473 80 156 172 65

Income tax (provision) benefit on adjusted earnings(1)

(8) (36) (6) (9) (15) (6)

Adjusted earnings (loss) from continuing operations(2)

93 0.85 437 3.98 74 0.67 147 1.34 157 1.43 59 0.54

Diluted shares (in millions)(3)

Weighted average shares outstanding 109.7 109.5 109.6 109.6 109.5 109.4

Incremental shares attributable to equity awards 0.3 0.2 0.2 — 0.2 —

Total diluted shares 110.0 109.7 109.8 109.6 109.7 109.4

______________________________

(1)Calculated using adjusted effective tax rates (Table 3a) as follows:

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

Adjusted effective tax rate 8 8 8 6 9 9

(2)Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.

Actual Plan Asset Returns Expected Plan Asset Returns

(In percentages)

2025 7.8 5.3

(3)Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited

Estimated Actual

2026 2025

(In percentages)

U.S. GAAP annual effective tax rate 16 7

Discrete quarterly recognition of GAAP items(1)

(6) 17

Tax impact of other charges and adjustments(2)

1 (12)

Utilization of foreign tax credits (1) —

Changes in valuation allowances, excluding impact of other charges and adjustments(3)

(3) (12)

Other, includes effect of discrete current year transactions(4)

1 8

Adjusted tax rate 8 8

______________________________

Note: As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate for actual results.

(1)Such as changes in tax laws (including U.S. tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.

(2)Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.

(3)Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.

(4)Includes tax impacts related to full-year actual tax opportunities and related costs, as well as current year realization of U.S. GAAP benefits deferred in prior years.

Table 4

Net Sales by Segment - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions)

Engineered Materials 1,325 5,390 1,277 1,384 1,442 1,287

Acetyl Chain 1,036 4,232 940 1,061 1,115 1,116

Intersegment eliminations(1)

(24) (78) (13) (26) (25) (14)

Net sales 2,337 9,544 2,204 2,419 2,532 2,389

___________________________

(1)Includes intersegment sales primarily related to the Acetyl Chain.

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

Three Months Ended March 31, 2026 Compared to Three Months Ended December 31, 2025

Volume Price Currency Total

(In percentages)

Engineered Materials 3 — 1 4

Acetyl Chain 8 1 1 10

Total Company 5 — 1 6

Three Months Ended December 31, 2025 Compared to Three Months Ended September 30, 2025

Volume Price Currency Total

(In percentages)

Engineered Materials (6) (2) — (8)

Acetyl Chain (10) (1) — (11)

Total Company (7) (2) — (9)

Three Months Ended September 30, 2025 Compared to Three Months Ended June 30, 2025

Volume Price Currency Total

(In percentages)

Engineered Materials (6) 1 1 (4)

Acetyl Chain (2) (4) 1 (5)

Total Company (4) (1) 1 (4)

Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025

Volume Price Currency Total

(In percentages)

Engineered Materials 9 — 3 12

Acetyl Chain (1) (2) 3 —

Total Company 4 (1) 3 6

Three Months Ended March 31, 2025 Compared to Three Months Ended December 31, 2024

Volume Price Currency Total

(In percentages)

Engineered Materials — 2 (1) 1

Acetyl Chain 3 (1) (1) 1

Total Company 2 — (1) 1

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Volume Price Currency Total

(In percentages)

Engineered Materials — (1) 4 3

Acetyl Chain (7) (4) 4 (7)

Total Company (3) (3) 4 (2)

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

Volume Price Currency Total

(In percentages)

Engineered Materials (2) — 3 1

Acetyl Chain (10) (7) 2 (15)

Total Company (6) (3) 2 (7)

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Volume Price Currency Total

(In percentages)

Engineered Materials (8) (1) 2 (7)

Acetyl Chain (4) (8) 1 (11)

Total Company (6) (4) 1 (9)

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Volume Price Currency Total

(In percentages)

Engineered Materials (3) (1) 2 (2)

Acetyl Chain (2) (7) 2 (7)

Total Company (2) (4) 2 (4)

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Volume Price Currency Total

(In percentages)

Engineered Materials (4) (2) (1) (7)

Acetyl Chain (6) (4) (1) (11)

Total Company (5) (3) (1) (9)

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

Volume Price Currency Total

(In percentages)

Engineered Materials (4) (1) 1 (4)

Acetyl Chain (6) (6) 1 (11)

Total Company (4) (4) 1 (7)

Table 5

Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions, except percentages)

Net cash provided by (used in) investing activities 425 (349) (104) (59) (88) (98)

Net cash provided by (used in) financing activities (3) (513) (324) (118) (116) 45

Net cash provided by (used in) operating activities 76 1,146 252 447 410 37

Capital expenditures on property, plant and equipment (66) (343) (84) (64) (93) (102)

Contributions from/(Distributions) to NCI (7) (30) (8) (8) (6) (8)

Free cash flow(1)

3 773 160 375 311 (73)

Net sales 2,337 9,544 2,204 2,419 2,532 2,389

Free cash flow as % of Net sales 0.1 % 8.1 % 7.3 % 15.5 % 12.3 % (3.1) %

______________________________

(1)Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures.

Table 6

Cash Dividends Received - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions)

Dividends from equity method investments 54 139 47 40 21 31

Dividends from equity investments without readily determinable fair values 1 122 40 40 41 1

Total 55 261 87 80 62 32

Table 7

Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25

(In $ millions)

Short-term borrowings and current installments of long-term debt - third party and affiliates 1,741 1,204 1,204 1,199 252 406

Long-term debt, net of unamortized deferred financing costs 10,813 11,394 11,394 11,655 12,689 12,378

Total debt 12,554 12,598 12,598 12,854 12,941 12,784

Cash and cash equivalents (1,758) (1,263) (1,263) (1,440) (1,173) (951)

Net debt 10,796 11,335 11,335 11,414 11,768 11,833

Table 8

Certain Items - Unaudited

The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:

Q1 '26 2025 Q4 '25 Q3 '25 Q2 '25 Q1 '25 Income Statement Classification

(In $ millions)

Exit and shutdown costs 44 98 29 10 27 32 Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income

Asset impairments — 1,513 27 (1) 1,486 (2) — — Cost of sales / Other (charges) gains, net

Impact from plant incidents and natural disasters 11 3 — — — 3 Cost of sales

Mergers, acquisitions and dispositions 15 52 23 12 12 5 Cost of sales / SG&A

Actuarial (gain) loss on pension and postretirement plans — (49) (49) — — — Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income

Legal settlements and commercial disputes 3 17 1 11 2 3 Cost of sales / SG&A / Other (charges) gains, net

(Gain) loss on disposition of businesses and assets (50) — — — — — Gain (loss) on disposition of businesses and assets, net

Other — 5 3 1 1 — Cost of sales / SG&A

Certain Items attributable to Celanese Corporation 23 1,639 34 1,520 42 43

___________________________

(1)Related to impairment of certain long-lived assets arising from unused parcels of property subsequently sold.

(2)Related to impairment of goodwill and certain trade names, primarily Zytel®, arising from our annual goodwill and indefinite-lived intangible assets impairment tests.

Table 9

Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited

2025

(In $ millions, except percentages)

Net earnings (loss) attributable to Celanese Corporation (1,165)

Adjusted EBIT (Table 1)

1,150

Adjusted effective tax rate (Table 3a)

8 %

Adjusted EBIT tax effected 1,058

2025 2024 Average

(In $ millions, except percentages)

Short-term borrowings and current installments of long-term debt - third parties and affiliates 1,204 1,501 1,353

Long-term debt, net of unamortized deferred financing costs 11,394 11,078 11,236

Celanese Corporation shareholders' equity 4,049 5,129 4,589

Invested capital 17,178

Return on invested capital (adjusted) 6.2 %

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital (6.8) %

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v3.26.1

Cover Page

May 05, 2026

Entity Information [Line Items]

Document Type

8-K

Document Period End Date

May 05, 2026

Entity Registrant Name

CELANESE CORPORATION

Entity Incorporation, State or Country Code

Entity File Number

001-32410

Entity Tax Identification Number

98-0420726

Entity Address, Address Line One

222 West Las Colinas Blvd. Suite 900N

Entity Address, City or Town

Irving

Entity Address, State or Province

Entity Address, Postal Zip Code

75039

City Area Code

972

Local Phone Number

443-4000

Entity Information, Former Legal or Registered Name

N/A

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0001306830

Amendment Flag

false

Common Stock, par value $0.0001 per share

Entity Information [Line Items]

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

Security Exchange Name

NYSE

4.777% Senior Notes due 2026

Entity Information [Line Items]

Title of 12(b) Security

4.777% Senior Notes due 2026

Trading Symbol

CE /26A

Security Exchange Name

NYSE

2.125% Senior Notes due 2027

Entity Information [Line Items]

Title of 12(b) Security

2.125% Senior Notes due 2027

Trading Symbol

CE /27

Security Exchange Name

NYSE

0.625% Senior Notes due 2028

Entity Information [Line Items]

Title of 12(b) Security

0.625% Senior Notes due 2028

Trading Symbol

CE /28

Security Exchange Name

NYSE

5.337% Senior Notes due 2029

Entity Information [Line Items]

Title of 12(b) Security

5.337% Senior Notes due 2029

Trading Symbol

CE /29A

Security Exchange Name

NYSE

5.000% Senior Notes due 2031

Entity Information [Line Items]

Title of 12(b) Security

5.000% Senior Notes due 2031

Trading Symbol

CE /31

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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- Definition

Area code of city

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No definition available.

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Data Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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Data Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

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- Definition

Former Legal or Registered Name of an entity

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No definition available.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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