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Celanese Corp

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-21.

0001306830-25-000027

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

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-24.

0001306830-26-000031

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

The 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 184 previous paragraphs and 183 current paragraphs.

92 unchanged; 52 reworded; 35 added; 38 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 12 previous and 10 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 (35)

Current report

•the ability to successfully achieve planned cost reductions;

Current report

Net sales decreased $724 million, or 7%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

Current report

•lower volume in our Engineered Materials and Acetyl Chain segments, primarily driven by weaker global economic conditions and decreased global demand; and

Current report

Operating loss increased $66 million, or 9%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to:

Current report

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

Current report

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

Current report

•current year impacts of a non-deductible goodwill impairment loss, recognition of a valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period, the further integrated global principal operations and the relocation of certain intangible assets among wholly-owned foreign affiliates and the settlement of tax examinations with German tax authorities; and

Current report

•lower volume, primarily due to weaker global economic conditions; and

Current report

•lower raw material costs and favorable raw materials mix;

Current report

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

Current report

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

Current report

•a decrease in earnings from our Ibn Sina strategic affiliate, primarily due to lower methyl tertiary-butyl ether ("MTBE") volume arising from weaker economic conditions, as well as lower MTBE pricing and higher feedstock costs.

Current report

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

Current report

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

Current report

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

Current report

•a decrease in the actuarial loss of $82 million, primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).

Current report

On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $492 million, subject to customary transaction adjustments. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Current report

•the change in Net earnings after noncash adjustments, which resulted in a $236 million decrease of cash flows provided by operating activities for the year ended December 31, 2025.

Current report

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

Current report

•an increase in proceeds from long-term debt, primarily due to $4.0 billion in proceeds received from the March 2025 Offering (defined below) and December 2025 Offering (defined below);

Current report

•a decrease in common stock dividends paid of $294 million during the year ended December 31, 2025; and

Current report

•an increase in repayments of long-term debt, primarily due to payments made in connection with the March 2025 Tender Offers (defined below) and December 2025 Tender Offers (defined below) of $2.3 billion, redemption of the 6.050% Senior Notes due March 15, 2025, repayment of $880 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, partially 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 year ended December 31, 2024; and

Current report

•an increase in debt refinancing costs paid of $142 million during the year ended December 31, 2025.

Current report

In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025.

Current report

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

Current report

Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") has entered into various working capital loans that bear interest at floating interest rates or fixed interest rates and expire on various dates beginning December 2026 through July 2028. These working capital loans have an outstanding balance of $571 million as of December 31, 2025.

Current report

On April 11, 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of December 31, 2025.

Current report

On October 20, 2025, CNCC entered into a CNY300 million working capital loan expiring three years from the drawdown date. No draws were initiated as of December 31, 2025.

Current report

On November 17, 2025, S&P Global Ratings downgraded our credit rating and on November 25, 2025, Moody's Ratings downgraded our credit rating, which together will have the effect of increasing interest rates for certain senior unsecured notes by an additional 50 basis points, effective on various dates beginning January 15, 2026 through May 15, 2026.

Current report

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

Current report

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

Current report

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

Current report

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

Current report

During the three months ended December 31, 2025, we continued to experience demand challenges in key end-markets like automotive, paints, coatings, and construction due to continued weakness in global macroeconomic conditions. Demand during this time was further impacted by greater than anticipated western hemisphere seasonality. We continue to identify and implement actions to improve earnings, accelerate deleveraging, and create long-term shareholder value.
Removed paragraphs (38)

Previous report

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

Previous report

Net sales decreased $660 million, or 6%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to:

Previous report

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

Previous report

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

Previous report

•higher volume in our Acetyl Chain segment for most of our products, primarily methanol, downstream derivative products, acid, and VAM.

Previous report

Operating profit decreased $2.4 billion, or 141%, for the year ended December 31, 2024 compared to the same period in 2023 primarily due to:

Previous report

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

Previous report

Non-operating pension and other postretirement employee expense decreased $49 million for the year ended December 31, 2024 compared to the same period in 2023 primarily due to a decrease in recognized actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, partially offset by lower than expected actual asset returns. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

Previous report

•prior year impacts that did not recur in the current year, including the relocation of certain intangible assets to better align with the acquired M&M foreign operations, the realignment of our European headquarters and principal operations to Switzerland to achieve operational efficiencies, the release of valuation allowances on U.S. foreign tax credit carryforwards, and the excess of the U.S. GAAP gain over the tax gain from the formation of the Nutrinova joint venture; and

Previous report

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

Previous report

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

Previous report

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

Previous report

•an increase in earnings from our Mylar Specialty Films strategic affiliates of $61 million, primarily due to increased restructuring costs incurred in the year ended December 31, 2023, which did not recur in the current year.

Previous report

•higher volume for most of our products, primarily methanol, downstream derivative products, acid, and VAM.

Previous report

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

Previous report

•lower functional spending and incentive compensation cost of $33 million.

Previous report

In September 2023, we formed a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. We contributed receivables, inventory, property, plant and equipment, certain other assets, liabilities, technology and employees of our food ingredients business while retaining a 30% interest in the joint venture. Mitsui acquired the remaining 70% interest in the food ingredients business for a purchase price of $503 million, subject to transaction adjustments. We accounted for our interest in the joint venture as an equity method investment, and our portion of the results will continue to be included in the Engineered Materials segment. For further information regarding the food ingredients joint venture, see Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements.

Previous report

In November 2022, we acquired a majority of the M&M Business for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction. For further information regarding the acquisition and related financing transactions, see Debt and Other Obligations in this Liquidity and Capital Resources and Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Previous report

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

Previous report

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

Previous report

•a decrease in payments on long-term debt, primarily due to our cash tender offer of $2.25 billion completed in August 2023, payment in full of delayed-draw term loans of $870 million and repayment at maturity of the 1.125% senior unsecured notes during the year ended December 31, 2023, that did not recur in the current year, partially offset by repayments at maturity of the 5.900% and 3.500% senior unsecured notes during the year ended December 31, 2024; and

Previous report

•a decrease in proceeds of long-term debt, primarily due to the issuance of certain senior unsecured notes of $3.0 billion during the year ended December 31, 2023, that did not recur in the current year, partially offset by current year borrowings on working capital loan facilities in China; and

Previous report

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").

Previous report

In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility"). Obligations bear interest at certain fixed and floating rates. On April 7, 2024, the CSIT January 2023 Facility was reduced to CNY750 million and on December 19, 2024, the CSIT January 2023 Facility was reduced to CNY550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S.

Previous report

Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the China Working Capital Term Loan Agreement was fully drawn in January 2023 and was fully repaid during the three months ended March 31, 2024.

Previous report

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 "CNC Working Capital Loan Agreement"). The loan under the CNC Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024.

Previous report

On June 28, 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 28, 2027 and bearing interest at 2.75% (the "CNC Three Year Working Capital Loan Agreement"). The CNC Three Year Working Capital Loan Agreement was partially drawn during the year ended December 31, 2024.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

During the three months ended December 31, 2024, we experienced a sustained decrease in our share price, following downward revisions in forecast earnings and our announcement to reduce our quarterly dividend by approximately 95% beginning in the first quarter of 2025 to redeploy cash toward debt reduction, and a challenging demand environment. We faced extended weakness in the macroeconomic environment, with downturns in the Western Hemisphere automotive and industrial end-markets, impacting our Engineering Materials segment, as well as persistent demand weakness in paints, coatings, and construction, impacting our Acetyl Chain segment, which deepened general demand softness. We are committed to taking actions that are expected to improve our earnings, accelerate deleveraging, and increase shareholder returns in this challenging, and any, environment. We also intend to continue to closely monitor the impact of, and responses to, geopolitical effects on demand conditions and the supply chain.

Previous report

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

Previous report

During the three months ended December 31, 2024, the Company experienced a significant and sustained decrease in the Company's share price. Further, due to extended weakness in the macroeconomic environment, specifically the auto and industrial end-markets, which deepened general demand softness during the three months ended December 31, 2024, thereby impacting pricing and volume, the Company updated its engineered materials reporting unit forecast model for the 2025 fiscal year which showed additional deterioration in the projected financial results for the 2025 fiscal year compared to the analyses prepared during the three months ended September 30, 2024. While the long-term projections beyond 2025 include recovery, the lower projections in 2025 do have an impact on the forecast model beyond 2025 by applying forecasted growth rates to a lower anticipated 2025 base revenue. The updated 2025 projections continue to reflect industry wide challenges including demand softness across the majority of end uses resulting in lower pricing. Based on the sustained decrease in the share price and the downward revisions to projections, the Company determined that there were indicators that the engineered materials reporting unit's goodwill may be impaired. As a result, the Company performed an interim quantitative test of the engineered materials reporting unit during the three months ended December 31, 2024. The results of the test determined that the carrying amount of the engineered materials reporting unit exceeded its estimated fair value primarily due to the downward adjustments in the forecast model, as well as an increase in the discount rate. As such, the Company recorded a non-cash goodwill impairment loss of $1.5 billion in the Engineered Materials segment. As of December 31, 2024, the engineered materials reporting unit had goodwill of $5.0 billion.

Previous report

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

Previous report

Additionally, in conjunction with the goodwill impairment test in the three months ended December 31, 2024, the Company performed an interim impairment test of the indefinite-lived intangible assets assigned to the engineered materials reporting unit and determined certain trade names were impaired. As a result, the Company recorded a non-cash impairment loss of $83 million to impair the net book value of certain trade names, primarily Zytel®, included in the Engineered Materials segment.
Reworded paragraphs (52)

Previous wording

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

Current wording

•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;

Previous wording

•additional impairments of goodwill or intangible assets;

Current wording

•additional impairment of goodwill or intangible assets;

Previous wording

•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, 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 weather, natural disasters, or other crises;

Current wording

•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;

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

Previous wording

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

Current wording

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

Previous wording

•lower pricing, 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, product mix, and decreased energy surcharges;

Current wording

•lower pricing in our Acetyl Chain segment, primarily due to an environment with greater supply than demand, as well as our Engineered Materials segment, primarily due to competitive market dynamics, and product mix;

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

•a decrease in the actuarial loss of $29 million as a result of an increase in the weighted average discount rate used to determine benefit obligations from 4.5% to 4.8%, partially offset by lower than expected actual asset returns. See Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information.

Current wording

•a decrease in the actuarial loss of $82 million primarily due to higher than expected asset returns, partially offset by unfavorable plan experience and a decrease in the weighted average discount rate (see Note 12 - Benefit Obligations in the accompanying consolidated financial statements for further information).

Previous wording

Our effective income tax rate for the year ended December 31, 2024 was (51)% compared to (67)% for the year ended 2023. The change in the effective income tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to:

Current wording

Our effective income tax rate for the year ended December 31, 2025 was 7.4% compared to (49.8)% for the year ended 2024. The change in the effective income tax rate for the year ended December 31, 2025 compared to the same period in 2024 was primarily due to:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

•a favorable impact of $172 million to Other (charges) gains, net, primarily related to a decrease in goodwill and certain trade names impairment losses and decreased severance costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

Previous wording

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

Current wording

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

Previous wording

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

Current wording

•lower pricing for most of our products globally, due to an environment with greater supply than demand; and

Previous wording

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

Current wording

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

Previous wording

•lower raw material and sourcing costs, primarily for carbon monoxide and methanol.

Current wording

•lower raw material and sourcing costs driven by productivity initiatives.

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 December 31, 2024, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility, $171 million available for borrowing under our separate China Revolving Credit Facilities (defined below) and up to $1.0 billion under the November 2024 U.S. Term Loan Credit Agreement (defined below), if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $962 million as of December 31, 2024. 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 December 31, 2025, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $50 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 (see Covenants section below for further information). In addition, we held cash and cash equivalents of $1.3 billion as of December 31, 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

On February 29, 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network. This operation is included in the Engineered Materials segment. We fully ceased operations during the three months ended December 31, 2024. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $20 million, inclusive of estimated employee termination costs, through 2028. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements.

Current wording

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. We expect to incur additional exit and shutdown costs related to the closure of the facility of $140 million, including employee termination costs, through 2027. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Previous wording

In October 2023, we announced the intended closure of our PA66 and High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. These operations are included in the Engineered Materials segment. We fully ceased operation of the PA66 polymerization unit and partially ceased operation of the HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements.

Current wording

In October 2023, we announced the intended closure of our PA66 and certain High-Performance Nylon ("HPN") polymerization units at our facility in Uentrop, Germany to optimize production costs across our global network. We fully ceased operation of PA66 polymerization unit and certain HPN polymerization units during the year ended December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Previous wording

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

Current wording

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

Previous wording

Total capital expenditures were $435 million for the year ended December 31, 2024. 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 we are accelerating completion to meet demand and (2) the new liquid crystal polymer ("LCP") plant is in construction and remains on schedule under a delayed timeline. At our Bishop, Texas facility, our debottleneck of the ultra-high molecular weight polyethylene ("UHMW-PE") unit is on schedule and in detailed engineering design while construction is delayed in line with expected demand growth. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is on schedule and in detailed engineering design. 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 second half 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

Total capital expenditures were $343 million for the year ended December 31, 2025. We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant was completed and began production activities during the three months ended December 31, 2025 and (2) the new liquid crystal polymer ("LCP") plant is in construction and on schedule for completion in the second half of 2026. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is progressing on an extended schedule that aligns with our strategy for capital spending. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the first half 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 decreased $843 million to $962 million as of December 31, 2024 compared to December 31, 2023. As of December 31, 2024, $627 million of the $962 million of cash and cash equivalents was held by our foreign subsidiaries. Under the Tax Cuts and Jobs Act, we have 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. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Current wording

Cash and cash equivalents increased $301 million to $1.3 billion as of December 31, 2025 compared to December 31, 2024. As of December 31, 2025, $828 million of the $1.3 billion of cash and cash equivalents was held by our foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences if needed in the U.S. to fund operations. See Note 15 - Income Taxes in the accompanying consolidated financial statements for further information.

Previous wording

Net cash provided by operating activities decreased $933 million to $966 million for the year ended December 31, 2024 compared to $1.9 billion for the same period in 2023, primarily due to:

Current wording

Net cash provided by operating activities increased $180 million to $1.1 billion for the year ended December 31, 2025 compared to $1.0 billion for the same period in 2024, primarily due to:

Previous wording

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

Current wording

•favorable trade working capital of $524 million, primarily due to the timing of settlement of trade payables, inventory reductions, and the timing of collection of trade receivables during the year ended December 31, 2025;

Previous wording

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

Current wording

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

Previous wording

•a decrease of $133 million in capital expenditures during the year ended December 31, 2024.

Current wording

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

Previous wording

Net cash used in financing activities decreased $143 million to $1.3 billion for the year ended December 31, 2024 compared to $1.5 billion for the same period in 2023, primarily due to:

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Also in March 2022, we entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement the "U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027.

Current wording

On August 11, 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit Facilities"), 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. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings. The U.S. Revolving Credit Facility had no outstanding balance as of December 31, 2025

Previous wording

The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").

Current wording

The U.S. Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility were guaranteed by Celanese and the Subsidiary Guarantors prior to being fully repaid and terminated as of December 31, 2025. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Annual Report.

Previous wording

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

Current wording

We expect the China Credit Facilities will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate.

Previous wording

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

Current wording

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

Previous wording

(2)On November 14, 2024, S&P Global Ratings downgraded our credit rating to BB+, which had the effect of increasing the interest rates by 25 basis points on the senior unsecured notes due 2028, senior unsecured notes due 2030 and senior unsecured notes due 2033 to 6.600%, 6.800% and 6.950%, respectively, effective November 15, 2024.

Current wording

(2)In November 2024, S&P Global Ratings downgraded our credit rating and on February 12, 2025, Moody's Ratings downgraded our credit rating, which together had the effect of increasing interest rates by 50 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.

Previous wording

In August 2023, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act as follows (collectively, the "2023 Offering"):

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

In June 2023, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $1.5 billion and $1.4 billion of accounts receivable under this agreement for the years ended December 31, 2024 and 2023, respectively, and collected $1.5 billion and $1.3 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $139 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2024.

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 $1.5 billion and $1.5 billion of accounts receivable under this agreement for the years ended December 31, 2025 and 2024, respectively, and collected $1.5 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $92 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2025.

Previous wording

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

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

In February 2024, we announced the intended closure of our facility in Mechelen, Belgium to optimize production costs across our global network. This operation is included in the Engineered Materials segment. We fully ceased operations as of December 31, 2024. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person;
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

•an increase in net payments on our China Working Capital Term Loan Agreement (defined below).