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Celanese Corp

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

CE$46.49-2.8%Stored close · as of Nov 6, 2026

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Item 1. Financial Statements

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months EndedJune 30,Six Months EndedJune 30,
2025202420252024
(In $ millions, except share and per share data)
Net sales2,5322,6514,9215,262
Cost of sales(1,997)(2,010)(3,910)(4,067)
Gross profit5356411,0111,195
Selling, general and administrative expenses(213)(255)(443)(520)
Amortization of intangible assets(42)(38)(82)(79)
Research and development expenses(31)(33)(62)(67)
Other (charges) gains, net(20)(48)(51)(62)
Foreign exchange gain (loss), net6(9)272
Gain (loss) on disposition of businesses and assets, net(2)(8)1(9)
Operating profit (loss)233250401460
Equity in net earnings (loss) of affiliates295151106
Non-operating pension and other postretirement employee benefit (expense) income1234
Interest expense(177)(174)(347)(343)
Refinancing expense——(32)—
Interest income7101123
Dividend income - equity investments41314265
Other income (expense), net113325
Earnings (loss) from continuing operations before tax135183132340
Income tax (provision) benefit77(29)68(62)
Earnings (loss) from continuing operations212154200278
Earnings (loss) from operation of discontinued operations(10)(1)(16)(1)
Income tax (provision) benefit from discontinued operations——1—
Earnings (loss) from discontinued operations(10)(1)(15)(1)
Net earnings (loss)202153185277
Net (earnings) loss attributable to noncontrolling interests(3)2(7)(1)
Net earnings (loss) attributable to Celanese Corporation199155178276
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations209156193277
Earnings (loss) from discontinued operations(10)(1)(15)(1)
Net earnings (loss)199155178276
Earnings (loss) per common share - basic
Continuing operations1.911.431.762.54
Discontinued operations(0.09)(0.01)(0.13)(0.01)
Net earnings (loss) - basic1.821.421.632.53
Earnings (loss) per common share - diluted
Continuing operations1.901.421.762.53
Discontinued operations(0.09)(0.01)(0.14)(0.01)
Net earnings (loss) - diluted1.811.411.622.52
Weighted average shares - basic109,526,113109,314,411109,473,864109,191,736
Weighted average shares - diluted109,734,396109,547,401109,686,840109,523,364

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

Three Months EndedJune 30,Six Months EndedJune 30,
2025202420252024
(In $ millions)
Net earnings (loss)202153185277
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)(70)(7)(75)(61)
Gain (loss) on derivative hedges(15)122014
Pension and postretirement benefits(1)——(1)
Total other comprehensive income (loss), net of tax(86)5(55)(48)
Total comprehensive income (loss), net of tax116158130229
Comprehensive (income) loss attributable to noncontrolling interests(4)2(8)(1)
Comprehensive income (loss) attributable to Celanese Corporation112160122228

UNAUDITED CONSOLIDATED BALANCE SHEETS

As of June 30, 2025As of December 31,2024
(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents1,173962
Trade receivables - third party and affiliates1,2161,121
Non-trade receivables, net703493
Inventories2,2882,284
Other assets295285
Total current assets5,6755,145
Investments in affiliates1,2631,217
Property, plant and equipment (net of accumulated depreciation - 2025: $4,995; 2024: $4,562)5,3035,273
Operating lease right-of-use assets388388
Deferred income taxes1,3211,251
Other assets525555
Goodwill5,4665,387
Intangible assets, net3,7723,641
Total assets23,71322,857
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates2521,501
Trade payables - third party and affiliates1,2831,228
Other liabilities1,1371,157
Income taxes payable954
Total current liabilities2,7673,890
Long-term debt, net of unamortized deferred financing costs12,68911,078
Deferred income taxes704925
Uncertain tax positions226286
Benefit obligations411396
Operating lease liabilities295294
Other liabilities917408
Commitments and Contingencies
Shareholders' Equity
Common stock, $0.0001 par value, 400,000,000 shares authorized (2025: 170,914,461 issued and 109,501,876 outstanding; 2024: 170,827,196 issued and 109,327,556 outstanding)——
Treasury stock, at cost (2025: 61,412,585 shares; 2024: 61,499,640 shares)(5,483)(5,486)
Additional paid-in capital419409
Retained earnings11,24311,071
Accumulated other comprehensive income (loss), net(903)(848)
Total Celanese Corporation shareholders' equity5,2765,146
Noncontrolling interests428434
Total equity5,7045,580
Total liabilities and equity23,71322,857

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30,
2025 · 2024
Shares · Amount · Shares · Amount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period109,403,403—109,210,286—
Stock option exercises——1,292—
Stock awards98,473—50,985—
Balance as of the end of the period109,501,876—109,262,563—
Treasury Stock
Balance as of the beginning of the period61,499,640(5,486)61,570,314(5,488)
Issuance of treasury stock under stock plans(87,055)3(33,068)1
Balance as of the end of the period61,412,585(5,483)61,537,246(5,487)
Additional Paid-In Capital
Balance as of the beginning of the period413383
Stock-based compensation, net of tax611
Balance as of the end of the period419394
Retained Earnings
Balance as of the beginning of the period11,04712,953
Net earnings (loss) attributable to Celanese Corporation199155
Common stock dividends(3)(77)
Balance as of the end of the period11,24313,031
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(817)(797)
Other comprehensive income (loss), net of tax(86)5
Balance as of the end of the period(903)(792)
Total Celanese Corporation shareholders' equity5,2767,146
Noncontrolling Interests
Balance as of the beginning of the period429460
Net earnings (loss) attributable to noncontrolling interests3(2)
Other comprehensive income (loss), net of tax1(1)
Distributions/dividends to noncontrolling interests(5)(14)
Balance as of the end of the period428443
Total equity5,7047,589

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30,
2025 · 2024
Shares · Amount · Shares · Amount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period109,327,556—108,906,426—
Stock option exercises——9,239—
Stock awards174,320—346,898—
Balance as of the end of the period109,501,876—109,262,563—
Treasury Stock
Balance as of the beginning of the period61,499,640(5,486)61,570,314(5,488)
Issuance of treasury stock under stock plans(87,055)3(33,068)1
Balance as of the end of the period61,412,585(5,483)61,537,246(5,487)
Additional Paid-In Capital
Balance as of the beginning of the period409394
Stock-based compensation, net of tax10(1)
Stock option exercises, net of tax—1
Balance as of the end of the period419394
Retained Earnings
Balance as of the beginning of the period11,07112,909
Net earnings (loss) attributable to Celanese Corporation178276
Common stock dividends(6)(154)
Balance as of the end of the period11,24313,031
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(848)(744)
Other comprehensive income (loss), net of tax(55)(48)
Balance as of the end of the period(903)(792)
Total Celanese Corporation shareholders' equity5,2767,146
Noncontrolling Interests
Balance as of the beginning of the period434461
Net earnings (loss) attributable to noncontrolling interests71
Other comprehensive income (loss), net of tax1(1)
Distributions/dividends to noncontrolling interests(14)(18)
Balance as of the end of the period428443
Total equity5,7047,589

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months EndedJune 30,
20252024
(In $ millions)
Operating Activities
Net earnings (loss)185277
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments—5
Depreciation, amortization and accretion384425
Pension and postretirement net periodic benefit cost43
Pension and postretirement contributions(27)(25)
Deferred income taxes, net(44)4
(Gain) loss on disposition of businesses and assets, net(2)8
Stock-based compensation1220
Undistributed earnings in unconsolidated affiliates2(10)
Other, net404
Operating cash provided by (used in) discontinued operations8(9)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net(31)(37)
Inventories115(143)
Other assets99(29)
Trade payables - third party and affiliates3899
Other liabilities(336)(199)
Net cash provided by (used in) operating activities447393
Investing Activities
Capital expenditures on property, plant and equipment(195)(242)
Proceeds from sale of businesses and assets, net7(4)
Settlement of cross-currency swap agreement—17
Other, net2(13)
Net cash provided by (used in) investing activities(186)(242)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less18
Proceeds from short-term borrowings589160
Repayments of short-term borrowings(555)(418)
Proceeds from long-term debt2,821183
Repayments of long-term debt(2,833)(485)
Stock option exercises—1
Common stock dividends(6)(154)
Distributions/dividends to noncontrolling interests(14)(18)
Other, net(74)(25)
Net cash provided by (used in) financing activities(71)(748)
Exchange rate effects on cash and cash equivalents21(23)
Net increase (decrease) in cash and cash equivalents211(620)
Cash and cash equivalents as of beginning of period9621,805
Cash and cash equivalents as of end of period1,1731,185

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

  1. Description of the Company and Basis of Presentation

Description of the Company

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

Definitions

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

Basis of Presentation

The unaudited interim consolidated financial statements for the three and six months ended June 30, 2025 and 2024 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2024, filed on February 21, 2025 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire year.

In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.

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

Immaterial Revision of Prior Period Financial Statements

During the three months ended June 30, 2025, the Company identified an immaterial error in the estimate of the rebates accrual for certain distributors included in Customer rebates (Note 6). The Company evaluated the error, both quantitatively and qualitatively, and concluded that the impact of this error is not material to any previously issued annual or interim consolidated financial statements for the impacted periods and is not material to the current period 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 this error in the accompanying consolidated balance sheet as of December 31, 2024, increasing Other current liabilities by $37 million, decreasing Deferred income taxes liability by $8 million and decreasing Retained earnings by $29 million. The consolidated statements of operations for the years ended December 31, 2024, 2023, 2022 and 2021 were impacted by a decrease to Net sales of $12 million, $14 million, $5 million and $6 million, respectively, and a decrease to Income tax provision of $3 million, an increase to Income tax benefit of $3 million, an increase to Income tax benefit of $1 million, and a decrease to Income tax provision of $1 million, respectively.

Estimates and Assumptions

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

  1. 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 RuleDescriptionEffective DateEffect 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.
Standard/Final RuleDescriptionEffective DateEffect 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. In March 2025, the SEC voted to end its defense of the final rule.The Company is currently evaluating the impact of the adoption on its financial statement 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 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.
  1. Acquisitions, Dispositions and Plant Closures

On May 5, 2025, the Company announced its intent to divest its Micromax® portfolio of products as an opportunity for cash generation and deleveraging of the Company's balance sheet. These operations do not meet the accounting criteria to be classified as assets held for sale as of June 30, 2025, nor does the proposed transaction represent a strategic shift in the Company's future operations and financial results.

  1. Inventories
As of June 30, 2025As of December 31,2024
(In $ millions)
Finished goods1,6451,605
Work-in-process115119
Raw materials and supplies528560
Total2,2882,284
  1. Goodwill and Intangible Assets, Net

Goodwill

EngineeredMaterialsAcetyl ChainTotal
(In $ millions)
As of December 31, 2024(1)5,0253625,387
Exchange rate changes522779
As of June 30, 2025(1)5,0773895,466

(1)Includes accumulated impairment losses of $1.5 billion in the Engineered Materials segment as of June 30, 2025 and December 31, 2024.

Intangible Assets, Net

Finite-lived intangible assets are as follows:

LicensesCustomer-RelatedIntangibleAssetsDevelopedTechnologyCovenantsNot toCompeteand OtherTotal
(In $ millions)
Gross Asset Value
As of December 31, 2024402,406587553,088
Exchange rate changes1164271193
As of June 30, 2025412,570614563,281
Accumulated Amortization
As of December 31, 2024(37)(728)(134)(43)(942)
Amortization—(60)(21)(1)(82)
Exchange rate changes(1)(57)(6)—(64)
As of June 30, 2025(38)(845)(161)(44)(1,088)
Net book value31,725453122,193

Indefinite-lived intangible assets are as follows:

Trademarksand Trade Names
(In $ millions)
As of December 31, 20241,495
Exchange rate changes84
As of June 30, 20251,579

During the six months ended June 30, 2025, the Company didnot renew or extend any intangible assets.

Estimated amortization expense for the succeeding five fiscal years is as follows:

(In $ millions)
2026166
2027166
2028165
2029160
2030157
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.