Celanese Corp

Previous wording

Net sales increased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:

Current wording

Net sales increased $137 million, or 6%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:

Previous wording

•higher pricing in our Engineered Materials segment, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and

Current wording

•higher pricing in our Acetyl Chain segment, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs; and

Previous wording

•higher raw materials and sourcing costs in our Acetyl Chain segment, primarily for ethylene and methanol;

Current wording

•higher raw material and sourcing costs in our Acetyl Chain segment, primarily for ethylene and methanol;

Previous wording

•an unfavorable impact of $20 million to Other (charges) gains, net in our Acetyl Chain segment, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).

Current wording

•an unfavorable impact of $20 million to Other (charges) gains, net and higher accelerated depreciation expense of $18 million in our Acetyl Chain segment, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).

Previous wording

•a gain of $50 million in our Engineered Materials segment, recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and

Current wording

•a gain of $50 million in our Engineered Materials segment, recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

Previous wording

•higher spending of $73 million in our Other Activities and Acetyl Chain segments during the six months ended June 30, 2026, primarily related to higher incentive compensation and merger and acquisition costs in Other Activities segment, and increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment;

Current wording

•higher spending of $130 million in our Other Activities and Acetyl Chain segments during the nine months ended September 30, 2026, primarily related to higher incentive compensation and merger and acquisition costs in our Other Activities segment and increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment;

Previous wording

•higher accelerated depreciation expense of $85 million in our Engineered Materials and Acetyl Chain segments during the six months ended June 30, 2026, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units in our Engineered Materials segment, and the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

Current wording

•higher accelerated depreciation expense of $98 million in our Acetyl Chain and Engineered Materials segments during the nine months ended September 30, 2026, primarily related to the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment, the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and the optimization of the North American nylon 6,6 polymerization units in our Engineered Materials segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

Previous wording

Our effective income tax rate for the six months ended June 30, 2026 was 20% compared to (54)% for the same period in 2025. The higher effective income tax rate was primarily due to favorable tax items recorded in the prior-year period that did not recur in 2026, including net deferred tax benefits 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 associated with the settlement of German tax examinations for the 2008 through 2012 tax years. The higher rate also reflected unfavorable functional-currency tax impacts in certain jurisdictions during the current period. These effects were partially offset by favorable changes in the geographic mix of earnings in the current year and by reductions in valuation allowances on foreign tax credit carryforwards resulting from revised forecasts of foreign-sourced income and expenses during the applicable carryforward period. 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, 2026 was 18% compared to 6% for the same period in 2025. The higher effective income tax rate was 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 5 - Goodwill and Intangible Assets, Net). 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. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Previous wording

The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw materials costs through appropriate pricing actions.

Current wording

The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw material costs through appropriate pricing actions.

Previous wording

•higher pricing for most of our products, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and

Current wording

•higher pricing for most of our products, primarily due to pricing actions implemented during the nine months ended September 30, 2026, as well as a more favorable product mix.

Previous wording

•higher accelerated depreciation expense of $45 million, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units during the six months ended June 30, 2026.

Current wording

•higher accelerated depreciation expense of $40 million, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units during the nine months ended September 30, 2026.

Previous wording

The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw materials costs over months or quarters.

Current wording

The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw material costs over months or quarters.

Previous wording

•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; and

Current wording

•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs.

Previous wording

Operating profit increased $45 million, or 19%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:

Current wording

Operating profit increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:

Previous wording

•higher raw materials and sourcing costs, primarily for ethylene and methanol;

Current wording

•higher raw material and sourcing costs, primarily for ethylene and methanol;

Previous wording

•higher spending of $11 million, primarily as a result of increased plant operating and maintenance expenses, and higher logistics costs during the three months ended June 30, 2026.

Current wording

•higher spending of $23 million, primarily as a result of increased plant operating and maintenance expenses and higher logistics costs during the three months ended September 30, 2026; and

Previous wording

•accelerated depreciation expense of $22 million and an unfavorable impact of $20 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

Current wording

•an unfavorable impact of $20 million to Other (charges) gains, net and higher accelerated depreciation expense of $18 million, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).

Previous wording

•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; and

Current wording

•higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw material and sourcing costs; and

Previous wording

•higher raw materials and sourcing costs, primarily for ethylene and methanol; and

Current wording

•higher raw material and sourcing costs, primarily for ethylene and methanol;

Previous wording

•accelerated depreciation expense of $40 million and an unfavorable impact of $26 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

Current wording

•higher accelerated depreciation expense of $58 million and an unfavorable impact of $46 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and

Previous wording

•higher spending of $28 million, primarily as a result of increased plant operating and maintenance expenses, and higher logistics costs during the six months ended June 30, 2026.

Current wording

•higher spending of $51 million, primarily as a result of increased plant operating and maintenance expenses and higher logistics costs during the nine months ended September 30, 2026.

Previous wording

Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments.

Current wording

Our Other Activities segment primarily consists of corporate administrative and treasury operations such as finance, tax, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Our Other Activities segment also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our other business segments.

Previous wording

Operating loss increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:

Current wording

Operating loss increased for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:

Previous wording

•higher spending of $37 million, primarily related to higher incentive compensation and merger and acquisition costs incurred during the three months ended June 30, 2026;

Current wording

•higher spending of $79 million, primarily related to higher incentive compensation and merger and acquisition costs incurred during the nine months ended September 30, 2026;

Previous wording

•a favorable impact of $16 million to Other (charges) gains, net, primarily due to lower restructuring costs related to the Company-wide business optimization projects during the six months ended June 30, 2026 (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

Current wording

•a favorable impact of $9 million to Other (charges) gains, net, primarily due to lower employee termination benefits related to Company-wide business optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information).

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, 2026, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $96 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 $1.4 billion as of June 30, 2026. 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, 2026, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $75 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 $1.4 billion as of September 30, 2026. 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

In October 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 $60 million, including employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.

Current wording

In October 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We fully ceased all manufacturing operations during the three months ended September 30, 2026. We expect to incur additional exit and shutdown costs related to the closure of the facility of approximately $15 million, including employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.

Previous wording

We continue to focus our near-term capital expenditures on required stewardship, maintenance, and productivity projects, 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 liquid crystal polymer ("LCP") facility is on schedule for completion in the second half of 2026. Our energy optimization productivity and greenhouse gas reduction project at our 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 third 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.

Current wording

We continue to focus our near-term capital expenditures on required stewardship, maintenance and productivity projects, 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 liquid crystal polymer ("LCP") facility is on schedule for completion by the end of 2026 with production to begin in 2027. 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 was completed during the third quarter of 2026 and is now in production. 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 $101 million to $1.4 billion as of June 30, 2026 compared to December 31, 2025. As of June 30, 2026, $811 million of the $1.4 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 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Current wording

Cash and cash equivalents increased $99 million to $1.4 billion as of September 30, 2026 compared to December 31, 2025. As of September 30, 2026, $673 million of the $1.4 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 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Previous wording

Net cash provided by operating activities decreased $162 million to $285 million for the six months ended June 30, 2026 compared to net cash provided by operating activities of $447 million for the same period in 2025, primarily due to:

Current wording

Net cash provided by operating activities decreased $71 million to $823 million for the nine months ended September 30, 2026 compared to net cash provided by operating activities of $894 million for the same period in 2025, primarily due to:

Previous wording

•unfavorable trade working capital of $396 million, primarily due to the timing of collections of trade receivables and inventory increases as a result of higher pricing and raw material costs, partially offset by timing of settlement of trade payables during the six months ended June 30, 2026; and

Current wording

•increase in trade working capital of $346 million, primarily due to inventory increases as a result of higher pricing and raw material costs and increased trade receivables due to increased sales and timing of collections, partially offset by increased trade receivable sales and factoring activity and the timing of trade payable settlements during the nine months ended September 30, 2026; and

Previous wording

•favorable changes in other operating assets and liabilities of $275 million, primarily due to the timing of collections and settlements during the six months ended June 30, 2026.

Current wording

•an increase in other operating assets and liabilities of $350 million, primarily due to the timing of collections and settlements during the nine months ended September 30, 2026.

Previous wording

Net cash provided by investing activities increased $552 million to $366 million for the six months ended June 30, 2026 compared to net cash used in investing activities of $186 million for the same period in 2025, primarily due to:

Current wording

Net cash provided by investing activities increased $541 million to $296 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $245 million for the same period in 2025, primarily due to:

Previous wording

•a decrease of $67 million in capital expenditures during the six months ended June 30, 2026.

Current wording

•a decrease of $62 million in capital expenditures during the nine months ended September 30, 2026.

Previous wording

Net cash used in financing activities increased $478 million to $549 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $71 million for the same period in 2025, primarily due to:

Current wording

Net cash used in financing activities increased $840 million to $1.0 billion for the nine months ended September 30, 2026 compared to net cash used in financing activities of $189 million for the same period in 2025, primarily due to:

Previous wording

•a decrease in proceeds from long-term debt, primarily due to the March 2025 Offering (defined below), of $2.6 billion during the six months ended June 30, 2025, which did not recur in the current year, and a decrease in proceeds of $119 million from our various long-term China working capital and term loans;

Current wording

•a decrease in proceeds from long-term debt, primarily due to the March 2025 Offering (defined below), of $2.6 billion during the nine months ended September 30, 2025, which did not recur in the current year, and a decrease in proceeds of $199 million from our various long-term China working capital and term loans; and

Previous wording

•a decrease in repayments of long-term debt, primarily due to the March 2025 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 Facility (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, during the six months ended June 30, 2025, which did not recur in the current year, partially offset by the redemption of the 4.777% Notes (defined below), and repayment of certain long-term China working capital loans during the six months ended June 30, 2026; and

Current wording

•a decrease in repayments of long-term debt, primarily due to the March 2025 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 Facility (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, during the nine months ended September 30, 2025, which did not recur in the current year, partially offset by the redemption of the 4.777% Notes (defined below), payment of the 1.400% Notes (defined below), and repayment of certain long-term China working capital loans during the nine months ended September 30, 2026; and

Previous wording

•a decrease in debt refinancing costs paid of $73 million during the six months ended June 30, 2025, which did not recur in the current year.

Current wording

•a decrease in debt refinancing costs paid of $74 million during the nine months ended September 30, 2025, which did not recur in the current year.

Previous wording

Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") and CSIT entered into various working capital and term loans (the "China Working Capital and Term Loans") that bear interest at floating or fixed interest rates and expire on various dates beginning December 2026 through April 2031. During the three and six months ended June 30, 2026, CNCC and CSIT entered into four such agreements, with a combined borrowing capacity of CNY100 million and CNY1.8 billion, respectively. The China Working Capital and Term Loans have an outstanding balance of $614 million as of June 30, 2026.

Current wording

Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") and CSIT entered into various working capital and term loans (the "China Working Capital and Term Loans") that bear interest at floating or fixed interest rates and expire on various dates beginning December 2026 through April 2031. During the three and nine months ended September 30, 2026, CNCC and CSIT entered into one and five such agreements, respectively, with a combined borrowing capacity of CNY1.0 billion and CNY2.8 billion, respectively. The China Working Capital and Term Loans have an outstanding balance of $560 million as of September 30, 2026.

Previous wording

Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the six months ended June 30, 2025.

Current wording

Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the nine months ended September 30, 2025.