Celanese Corp
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001306830-25-000174
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001306830-25-000225
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 199 previous paragraphs and 186 current paragraphs.
118 unchanged; 44 reworded; 22 added; 36 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
Net sales decreased $229 million, or 9%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
Operating profit decreased $1.5 billion, or 620%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel®(see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
Current report
Equity in net earnings (loss) of affiliates decreased $12 million, or 24%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
Our effective income tax rate for the three months ended September 30, 2025 was 1% compared to 34% for the same period in 2024, primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Current report
Operating profit decreased $1.6 billion, or 226%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily in our Engineered Materials segment related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel®(see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
Current report
Dividend income - equity investments decreased $13 million, or 14%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel®(see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
Current report
Net sales decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
Operating profit decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•an unfavorable impact of $1.4 billion to Other (charges) gains, net, primarily related to an impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel®(see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and
Current report
•lower Net sales;
Current report
Equity in net earnings (loss) of affiliates decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•lower volume across the chain, primarily for acetate tow, due to decreased global demand and reduced seasonality;
Current report
Net sales decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•lower volume across the chain, primarily for acetate tow and acid, due to decreased global demand and reduced seasonality.
Current report
Operating profit decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report
•an unfavorable currency impact.
Current report
On October 28, 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We intend to permanently cease all manufacturing operations during the second half of 2026. As a result of the intended closure, we expect to incur exit and shutdown costs, excluding employee termination costs, of approximately $70 million to $90 million, consisting primarily of accelerated depreciation on property, plant and equipment of approximately $55 million to $65 million and plant closure costs of approximately $15 million to $25 million. In addition, we expect to incur certain employee termination costs, which are subject to works council consultation. All costs resulting from the planned closure are expected to be incurred during fiscal years 2026 through 2028.
Current report
Also on October 28, 2025, we entered into a purchase and sale agreement with Element Solutions Inc to divest our Micromax® portfolio of products, for a purchase price of approximately $500 million in cash, subject to adjustments. The transaction is expected to close in the first quarter of 2026, subject to certain regulatory approvals and other customary closing conditions. For further information regarding the divestiture, see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
Current report
•a decrease in other investing activities, primarily due to non-trade transactions with affiliates.
Removed paragraphs (36)
Previous report
Net sales decreased $119 million, or 4%, for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•lower spending of $30 million, primarily in Other Activities due to realization of synergy and cost savings actions incurred during the three months ended June 30, 2025;
Previous report
•a favorable impact of $27 million to Other (charges) gains, net in our Engineered Materials segment primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany which did not recur in the current period (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);
Previous report
•lower raw materials costs in our Acetyl Chain and Engineered Materials segments; and
Previous report
•a favorable impact of operating foreign currency exchange in Other Activities, primarily due to integration activities during the three months ended June 30, 2024, which did not recur in the current period.
Previous report
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.
Previous report
Net sales decreased $341 million, or 6%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
Operating profit decreased $59 million, or 13%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•lower raw materials costs and favorable raw materials mix in our Engineered Materials segment;
Previous report
•a favorable impact of $23 million to Other (charges) gains, net in our Engineered Materials segment primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, which did not recur in the current period, partially reduced by the Company-wide business restructuring and optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information), during the six months ended June 30, 2025; and
Previous report
•a favorable impact of operating foreign currency exchange in Other Activities, primarily due to business optimization during the six months ended June 30, 2025 and integration activities during the three months ended June 30, 2024, which did not recur in the current period.
Previous report
Equity in net earnings (loss) of affiliates decreased $55 million, or 52%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
Dividend income - equity investments decreased $23 million, or 35%, for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.
Previous report
•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.
Previous report
Operating profit increased for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•a favorable impact of $27 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, which did not recur in the current period (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);
Previous report
•lower spending of $17 million, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, and the previously announced Company-wide business optimization projects, during the three months ended June 30, 2025; and
Previous report
•lower raw materials costs and favorable raw materials mix;
Previous report
Net sales decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
Operating profit increased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•lower raw materials costs and favorable raw materials mix; and
Previous report
•a favorable impact of $23 million to Other (charges) gains, net primarily related to restructuring costs for the previously announced closure of our facility in Mechelen, Belgium and our polymerization units in Uentrop, Germany, which did not recur in the current period, partially reduced by the Company-wide business restructuring and optimization projects in the current period (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information), during the six months ended June 30, 2025;
Previous report
Equity in net earnings (loss) of affiliates decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•lower volume across most of our products, due to decreased global demand and weaker seasonal trends;
Previous report
•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.
Previous report
•lower Net sales; and
Previous report
•higher spending of $16 million, primarily as a result of plant turnaround costs at our Clear Lake site, inclusive of our joint venture, Fairway Methanol LLC, incurred during the three months ended June 30, 2025;
Previous report
•lower raw materials and sourcing costs, primarily for ethylene and acid.
Previous report
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.
Previous report
Net sales decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•lower volume across most of our products, due to decreased global demand and weaker seasonal trends.
Previous report
Operating profit decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Previous report
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends are received three times a year beginning in the second quarter instead of each quarter.
Previous report
•a favorable impact of operating foreign currency exchange, primarily due to integration activities during the three months ended June 30, 2024, which did not recur in the current period.
Previous report
•a favorable impact of operating foreign currency exchange, primarily due to business optimization during the six months ended June 30, 2025 and integration activities during the three months ended June 30, 2024, which did not recur in the current period.
Reworded paragraphs (44)
Previous wording
•changes in applicable tariffs, duties 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;
Current wording
•changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions;
Previous wording
•lower volume in our Acetyl Chain and Engineered Materials segments, primarily driven by decreased global demand and weaker global economic conditions; and
Current wording
•lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand; and
Previous wording
•lower pricing, primarily driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics; and
Current wording
•lower pricing, primarily driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics;
Previous wording
Dividend income - equity investments increased $10 million, or 32%, for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Current wording
Dividend income - equity investments increased $10 million, or 33%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Previous wording
Operating profit decreased $17 million, or 7%, for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Current wording
Net sales decreased $570 million, or 7%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Previous wording
•lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand;
Current wording
•lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand; and
Previous wording
•lower pricing, primarily in our Acetyl Chain segment due to an environment with greater supply than demand and in our Engineered Materials segment due to competitive market dynamics.
Current wording
•lower pricing, primarily in our Acetyl Chain segment due to an environment with greater supply than demand and in our Engineered Materials segment due to competitive market dynamics and product mix;
Previous wording
•lower spending of $71 million in Other Activities, primarily due to realization of synergy and cost savings actions during the six months ended June 30, 2025, and IT integration costs which did not recur in the current period;
Current wording
•lower spending of $92 million in Other Activities, primarily due to realization of synergy and cost savings during the nine months ended September 30, 2025, and information technology ("IT") integration costs which did not recur in the current period; and
Previous wording
•accelerated depreciation expense of $56 million in our Engineered Materials segment, during the six months ended June 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period;
Current wording
•accelerated depreciation expense of $72 million in our Engineered Materials segment, during the nine months ended September 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period.
Previous wording
Equity in net earnings (loss) of affiliates decreased $22 million, or 43%, for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Current wording
Equity in net earnings (loss) of affiliates decreased $67 million, or 43%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Previous wording
Our effective income tax rate for the six months ended June 30, 2025 was a benefit of 52% compared to an expense of 18% for the same period in 2024, primarily due to a net deferred tax benefit related to the relocation of certain intangible assets among wholly owned foreign affiliates as part of the continued integration of global principal operations during the three months ended June 30, 2025 and a tax benefit related to the settlement of tax examinations with the German tax authorities for the tax years 2008 through 2012 during the three months ended June 30, 2025, partially offset by increases in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period during the three months ended March 31, 2025. In addition, the effective income tax rate for the six months ended June 30, 2024, included non-recurring tax effects related to internal debt restructuring transactions for the three months ended March 31, 2024. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Current wording
Our effective income tax rate for the nine months ended September 30, 2025 was 6% compared to 24% for the same period in 2024, primarily due to a non-cash goodwill impairment loss of $1.1 billion in the Engineered Materials segment recorded during the three months ended September 30, 2025, which is not deductible for tax purposes. The rate for the nine months ended September 30, 2025 was also favorably impacted by a deferred tax benefit related to the relocation of certain intangible assets among wholly owned foreign affiliates as part of the continued integration of global principal operations and a tax benefit related to the settlement of tax examinations with the German tax authorities for the tax years 2008 through 2012 during the three months ended June 30, 2025. These favorable impacts to the effective tax rate for the nine months ended September 30, 2025, compared to the same period in 2024, were partially offset by increases in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period during the three months ended March 31, 2025. In addition, the effective income tax rate for the nine months ended September 30, 2024, included non-recurring tax effects related to internal debt restructuring transactions for the three months ended March 31, 2024. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Previous wording
•lower pricing for most of our products, primarily due to competitive market dynamics.
Current wording
•lower pricing for most of our products, primarily due to competitive market dynamics and product mix;
Previous wording
•accelerated depreciation expense of $56 million during the six months ended June 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period;
Current wording
•accelerated depreciation expense of $72 million during the nine months ended September 30, 2024, primarily related to the previously announced closure of our polymerization units in Uentrop, Germany and our facility in Mechelen, Belgium, which did not recur in the current period.
Previous wording
•lower pricing for most of our products globally, due to an environment with greater supply than demand during the three months ended June 30, 2025; and
Current wording
•lower pricing for our products globally, due to an environment with greater supply than demand during the three months ended September 30, 2025; and
Previous wording
•lower pricing for our products globally, due to an environment with greater supply than demand during the six months ended June 30, 2025; and
Current wording
•lower pricing for our products globally, due to an environment with greater supply than demand during the nine months ended September 30, 2025; and
Previous wording
Dividend income - equity investments decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Current wording
Dividend income - equity investments decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Previous wording
•lower spending of $29 million, primarily due to realization of synergy and cost savings actions incurred during the three months ended June 30, 2025; and
Current wording
•lower spending of $20 million, primarily due to realization of synergy and cost savings actions incurred during the three months ended September 30, 2025;
Previous wording
Operating loss decreased for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to:
Current wording
Operating loss decreased for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Previous wording
•lower spending of $71 million, primarily due to realization of synergy and cost savings actions during the six months ended June 30, 2025, and IT integration costs which did not recur in the current period; and
Current wording
•lower spending of $92 million, primarily due to realization of synergy and cost savings actions during the nine months ended September 30, 2025, and IT integration costs which did not recur in the current period.
Previous wording
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of June 30, 2025, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility and $70 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $1.2 billion as of June 30, 2025. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
Current wording
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of September 30, 2025, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $54 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $1.4 billion as of September 30, 2025. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
Previous wording
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2025. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant is in construction and on schedule for completion in the third quarter of 2025 to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026. At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit has completed detailed engineering design though construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is delayed consistent with our capital reductions. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction and on schedule for start-up in the third quarter of 2025. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers.
Current wording
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2025. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant construction was completed in the third quarter of 2025 and start-up is on schedule to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026. At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit has completed detailed engineering design though construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is delayed consistent with our capital reductions. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the first quarter of 2026 to align with demand. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers.
Previous wording
Cash and cash equivalents increased $211 million to $1.2 billion as of June 30, 2025 compared to December 31, 2024. As of June 30, 2025, $704 million of the $1.2 billion of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we incurred a prior year charge associated with the deemed repatriation of foreign earnings. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations.
Current wording
Cash and cash equivalents increased $478 million to $1.4 billion as of September 30, 2025 compared to December 31, 2024. As of September 30, 2025, $830 million of the $1.4 billion of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we incurred a prior year charge associated with the deemed repatriation of foreign earnings. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations.
Previous wording
Net cash provided by operating activities increased $54 million to $447 million for the six months ended June 30, 2025 compared to net cash provided by operating activities of $393 million for the same period in 2024, primarily due to:
Current wording
Net cash provided by operating activities increased $422 million to $894 million for the nine months ended September 30, 2025 compared to net cash provided by operating activities of $472 million for the same period in 2024, primarily due to:
Previous wording
•favorable trade working capital of $203 million, primarily due to inventory reductions and the timing of settlement of trade payables, during the six months ended June 30, 2025;
Current wording
•favorable trade working capital of $576 million, primarily due to inventory reductions and the timing of collection of trade receivables and settlement of trade payables, during the nine months ended September 30, 2025;
Previous wording
•a decrease in Net earnings, excluding non-cash items.
Current wording
•a decrease in Net earnings, excluding the non-cash impacts of the impairment loss on goodwill of $1.1 billion and impairment losses on certain trade names, primarily Zytel®(see Note 5 - Goodwill and Intangible Assets, Net and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).
Previous wording
Net cash used in investing activities decreased $56 million to $186 million for the six months ended June 30, 2025 compared to net cash used in investing activities of $242 million for the same period in 2024, primarily due to:
Current wording
Net cash used in investing activities decreased $97 million to $245 million for the nine months ended September 30, 2025 compared to net cash used in investing activities of $342 million for the same period in 2024, primarily due to:
Previous wording
•a decrease of $47 million in capital expenditures during the six months ended June 30, 2025.
Current wording
•a decrease of $71 million in capital expenditures during the nine months ended September 30, 2025; and
Previous wording
Net cash used in financing activities decreased $677 million to $71 million for the six months ended June 30, 2025 compared to net cash used in financing activities of $748 million for the same period in 2024, primarily due to:
Current wording
Net cash used in financing activities decreased $935 million to $189 million for the nine months ended September 30, 2025 compared to net cash used in financing activities of $1.1 billion for the same period in 2024, primarily due to:
Previous wording
•a decrease in common stock dividends paid of $148 million during the six months ended June 30, 2025;
Current wording
•a decrease in common stock dividends paid of $221 million during the nine months ended September 30, 2025; and
Previous wording
•an increase in net borrowings on short-term debt of $285 million, primarily due to an increase in net borrowings on our China Revolving Credit Facilities (defined below) of $187 million, and an increase in net borrowings under the China Working Capital Term Loan Agreement (defined below); and
Current wording
•an increase in net borrowings on short-term debt of $179 million, primarily due to an increase in net borrowings on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $84 million, and an increase in net borrowings under the China Working Capital Term Loan Agreement (defined below);
Previous wording
•an increase in repayments of long-term debt, primarily due to the Tender Offers (defined below) of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $400 million of the March 2022 U.S. Term Loan Credit Agreement (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, offset by the $473 million payment at maturity of the 3.500% senior unsecured notes during the six months ended June 30, 2024.
Current wording
•an increase in repayments of long-term debt, primarily due to the Tender Offers (defined below) of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $550 million of the March 2022 U.S. Term Loan Credit Agreement (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, offset by the $527 million payment at maturity of the 5.900% senior unsecured notes and $473 million payment at maturity of the 3.500% senior unsecured notes, during the nine months ended September 30, 2024.
Previous wording
In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). As of June 30, 2025, $480 million was outstanding under the March 2022 U.S. Term Loan Credit Agreement. On July 30, 2025, $150 million of such outstanding amount was repaid. On August 11, 2025, Celanese, Celanese U.S. and certain subsidiaries entered into an amendment to the March 2022 U.S. Term Loan Credit Agreement (see Note 19 - Subsequent Events in the accompanying unaudited interim consolidated financial statements for further information).
Current wording
In March 2022, we entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). As of September 30, 2025, $330 million was outstanding under the March 2022 U.S. Term Loan Credit Agreement. $150 million of such outstanding amount was repaid on October 29, 2025, and $50 million was repaid on November 3, 2025.
Previous wording
In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "December 2023 CNC Three Year Working Capital Loan Agreement"). The loan under the December 2023 CNC Three Year Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024.
Current wording
In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "December 2023 CNC Three Year Working Capital Loan Agreement"). The loan under the December 2023 CNC Three Year Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024. On July 18, 2025, CNC entered into an agreement to amend the December 2023 CNC Three Year Working Capital Loan Agreement to adopt certain floating rates.
Previous wording
In June 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 2027 and bearing interest at 2.75% (the "June 2024 CNC Three Year Working Capital Loan Agreement"). CNY720 million of the June 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of June 30, 2025.
Current wording
In June 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 2027 and bearing interest at 2.75% (the "June 2024 CNC Three Year Working Capital Loan Agreement"). CNY720 million of the June 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025. On July 18, 2025, CNC entered into an agreement to amend the June 2024 CNC Three Year Working Capital Loan Agreement to adopt certain floating rates.
Previous wording
In November 2024, we entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement", and together with the U.S. Revolving Credit Agreement and March 2022 U.S. Term Loan Credit Agreement, the "U.S. Credit Agreements"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement accrued interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on our senior unsecured debt rating, subject to further changes based on such ratings. $500 million was drawn under the November 2024 U.S. Term Loan Credit Agreement during the six months ended June 30, 2025, and any remaining commitments thereunder terminated on March 15, 2025. $500 million of such drawn amount was repaid and the facility was terminated during the six months ended June 30, 2025.
Current wording
In November 2024, we entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement accrued interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on our senior unsecured debt rating, subject to further changes based on such ratings. $500 million was drawn under the November 2024 U.S. Term Loan Credit Agreement during the three months ended March 31, 2025, and any remaining commitments thereunder terminated on March 15, 2025. $500 million of such drawn amount was repaid and the facility was terminated during the nine months ended September 30, 2025.
Previous wording
In December 2024, CNC entered into a senior unsecured working capital loan agreement for CNY1.0 billion, payable in installments until March 2028 and bearing interest at certain floating rates (the "December 2024 CNC Three Year Working Capital Loan Agreement"). CNY500 million of the December 2024 CNC Three Year Working Capital Loan Agreement was drawn during the six months ended June 30, 2025.
Current wording
In December 2024, CNC entered into a senior unsecured working capital loan agreement for CNY1.0 billion, payable in installments until March 2028 and bearing interest at certain floating rates (the "December 2024 CNC Three Year Working Capital Loan Agreement"). CNY872 million of the December 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025.
Previous wording
On March 6, 2025, CNC entered into a senior unsecured working capital loan agreement for CNY750 million, payable in installments until March 2028 and bearing interest at certain floating rates (the "March 2025 CNC Three Year Working Capital Loan Agreement" together with the December 2024 CNC Three Year Working Capital Loan Agreement, the June 2024 CNC Three Year Working Capital Loan Agreement, the December 2023 CNC Three Year Working Capital Loan Agreement, the January 2023 CSIT One Year Working Capital Term Loan Agreement, and the CSIT Revolving Credit Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements"). CNY509 million of the March 2025 CNC Three Year Working Capital Loan Agreement was drawn during the six months ended June 30, 2025. We expect that the China Credit Agreements will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.
Current wording
On March 6, 2025, CNC entered into a senior unsecured working capital loan agreement for CNY750 million, payable in installments until March 2028 and bearing interest at certain floating rates (the "March 2025 CNC Three Year Working Capital Loan Agreement" together with the December 2024 CNC Three Year Working Capital Loan Agreement, the June 2024 CNC Three Year Working Capital Loan Agreement, the December 2023 CNC Three Year Working Capital Loan Agreement, the January 2023 CSIT One Year Working Capital Term Loan Agreement, and the CSIT Revolving Credit Agreement, the "China Credit Agreements"). CNY560 million of the March 2025 CNC Three Year Working Capital Loan Agreement was outstanding as of September 30, 2025. We expect that the China Credit Agreements will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.
Previous wording
Also in March 2022, we entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. On August 11, 2025, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (see Note 19 -Subs equent Events in the accompanying unaudited interim consolidated financial statements for further information).
Current wording
On August 11, 2025, we entered into a new revolving credit agreement (the "U.S. Revolving Credit Agreement", and together with the November 2024 U.S. Term Loan Credit Agreement and March 2022 U.S. Term Loan Credit Agreement, the "U.S. Credit Agreements," and the U.S. Credit Agreements together with the China Credit Agreements, "Global Credit Agreements" ) consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030, which replaced the existing U.S. revolving credit facility.
Previous wording
On June 13, 2025, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $802 million and $1.5 billion of accounts receivable under this agreement for the six months ended June 30, 2025 and year ended December 31, 2024, respectively, and collected $764 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $95 million were pledged by the SPE as collateral to the Purchasers as of June 30, 2025.
Current wording
On June 13, 2025, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $1.2 billion and $1.5 billion of accounts receivable under this agreement for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively, and collected $1.2 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $78 million were pledged by the SPE as collateral to the Purchasers as of September 30, 2025.
Previous wording
We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $356 million and $700 million of accounts receivable under these factoring agreements for the six months ended June 30, 2025 and year ended December 31, 2024, respectively, and collected $337 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.
Current wording
We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $546 million and $700 million of accounts receivable under these factoring agreements for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively, and collected $533 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.
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Current report — wording carried from elsewhere
Operating profit decreased for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to:
Current report — wording carried from elsewhere
Our tax returns have been under audit for the years 2013 through 2015 by the U.S., Netherlands and Germany (the "Authorities"). The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority. In the third quarter of 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit. We are engaged in continuing discussions with the U.S. tax authority on joint audit matters, as well as other separate matters, and are currently evaluating all additional potential remedies regarding the ongoing examinations.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our effective income tax rate for the three months ended June 30, 2025 was a benefit of 57% compared to an expense of 16% for the same period in 2024, primarily due to a net deferred tax benefit related to the relocation of certain intangible assets among wholly owned foreign affiliates as part of the continued integration of global principal operations during the three months ended June 30, 2025 and a tax benefit related to the settlement of tax examinations with the German tax authorities for the tax years 2008 through 2012 during the three months ended June 30, 2025. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.