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Earnings release · 8-K Exhibit 99

Celanese · Earnings release · 8-K Exhibit 99

CE · Materials

Filed 2026-02-17 · CY2026 Q1 · Company’s FY2026 Q1 · 5,942 words

Read the original on sec.gov ↗

Palanor summary

Celanese reported a net loss for Q4 2025, driven by significant asset impairments. Adjusted EBIT and operating EBITDA showed profitability after excluding certain items. Free cash flow was positive for the quarter and year. Net sales decreased compared to the prior year due to lower volumes and prices across both segments. The company provided definitions and reconciliations for its non-GAAP financial measures.

Written by Palanor from the full document. Not the company’s words.

Sentiment

-0.30

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80%

Scored on the whole document. No single passage carries these two numbers, so none is highlighted.

EX-99.23q420258-kex992.htmEX-99.2 Document

Exhibit 99.2

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

February 17, 2026

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

Purpose

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

Presentation

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

Use of Non-U.S. GAAP Financial Measures

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

Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other U.S. GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com.

The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.

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

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

Specific Measures Used

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

1

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

Definitions

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan.

We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as adjusted EBIT.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. We do not provide reconciliations for operating EBITDA on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort.

This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Operating EBITDA margin is defined by the Company as operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as operating EBITDA.

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

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan.

We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP.

In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax

2

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

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our NCI joint ventures. We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations.

Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain debt service and finance lease payments that are not deducted from that measure. T1We do not provide reconciliations for free cash flow on a forward-looking basis when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of items such as working capital changes, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, and other structural changes, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

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

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

Supplemental Information

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

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

•Cash dividends received from our equity investments.

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

Results Unaudited

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

Certain prior period amounts have been revised to correct for certain prior period immaterial errors. See Note 1 to our Annual Report on Form 10-K for the annual period ending December 31, 2025.

3

Table 1

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions)

Net earnings (loss) attributable to Celanese Corporation

(1,165)

19

(1,357)

197

(24)

(1,542)

(1,925)

113

152

118

(Earnings) loss from discontinued operations

21

6

—

10

5

8

5

2

1

—

Interest income

(24)

(6)

(7)

(7)

(4)

(33)

(5)

(5)

(10)

(13)

Interest expense

701

177

177

177

170

676

164

169

174

169

Refinancing expense

68

36

—

—

32

—

—

—

—

—

Income tax provision (benefit)

(90)

(15)

(7)

(77)

9

507

384

61

29

33

Certain Items attributable to Celanese Corporation (Table 8)

1,639

34

1,520

42

43

2,009

1,696

114

102

97

Adjusted EBIT

1,150

251

326

342

231

1,625

319

454

448

404

Depreciation and amortization expense(1)

743

184

191

188

180

728

184

187

181

176

Operating EBITDA

1,893

435

517

530

411

2,353

503

641

629

580

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions)

Engineered Materials

6

1

3

2

—

73

1

16

11

45

Acetyl Chain

11

11

—

—

—

—

—

—

—

—

Other Activities(2)

—

—

—

—

—

—

—

—

—

—

Accelerated depreciation and amortization expense

17

12

3

2

—

73

1

16

11

45

Depreciation and amortization expense(1)

743

184

191

188

180

728

184

187

181

176

Total depreciation and amortization expense

760

196

194

190

180

801

185

203

192

221

______________________________

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

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

4

Table 2

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions, except percentages)

Operating Profit (Loss) / Operating Margin

Engineered Materials

(958)

(17.8)

%

111

8.7

%

(1,327)

(95.9)

%

164

11.4

%

94

7.3

%

(1,197)

(21.4)

%

(1,521)

(119.9)

%

100

6.8

%

136

9.3

%

88

6.4

%

Acetyl Chain

539

12.7

%

90

9.6

%

135

12.7

%

153

13.7

%

161

14.4

%

946

19.9

%

215

19.4

%

238

20.0

%

241

20.0

%

252

20.0

%

Other Activities(1)

(367)

(108)

(83)

(86)

(90)

(469)

(113)

(93)

(130)

(133)

Total

(786)

(8.2)

%

93

4.2

%

(1,275)

(52.7)

%

231

9.1

%

165

6.9

%

(720)

(7.0)

%

(1,419)

(60.2)

%

245

9.3

%

247

9.3

%

207

7.9

%

Less: Net Earnings (Loss) Attributable to NCI for Engineered Materials

6

—

3

1

2

(1)

2

2

(4)

(1)

Less: Net Earnings (Loss) Attributable to NCI for Acetyl Chain

8

3

1

2

2

9

1

2

2

4

Operating Profit (Loss) Attributable to Celanese Corporation

(800)

(8.4)

%

90

4.1

%

(1,279)

(52.9)

%

228

9.0

%

161

6.7

%

(728)

(7.1)

%

(1,422)

(60.3)

%

241

9.1

%

249

9.4

%

204

7.8

%

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

Engineered Materials

(964)

(17.9)

%

111

8.7

%

(1,330)

(96.1)

%

163

11.3

%

92

7.1

%

(1,196)

(21.4)

%

(1,523)

(120.0)

%

98

6.6

%

140

9.5

%

89

6.5

%

Acetyl Chain

531

12.5

%

87

9.3

%

134

12.6

%

151

13.5

%

159

14.2

%

937

19.7

%

214

19.3

%

236

19.8

%

239

19.9

%

248

19.7

%

Other Activities(1)

(367)

(108)

(83)

(86)

(90)

(469)

(113)

(93)

(130)

(133)

Total

(800)

(8.4)

%

90

4.1

%

(1,279)

(52.9)

%

228

9.0

%

161

6.7

%

(728)

(7.1)

%

(1,422)

(60.3)

%

241

9.1

%

249

9.4

%

204

7.8

%

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

Engineered Materials

109

32

35

25

17

178

33

46

49

50

Acetyl Chain

132

42

44

43

3

138

35

34

33

36

Other Activities(1)

15

3

4

3

5

48

4

16

13

15

Total

256

77

83

71

25

364

72

96

95

101

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

Engineered Materials

3

3

—

—

—

8

8

—

—

—

Acetyl Chain

—

—

—

—

—

—

—

—

—

—

Other Activities(1)

52

47

2

1

2

(28)

(35)

3

2

2

Total

55

50

2

1

2

(20)

(27)

3

2

2

Certain Items Attributable to Celanese Corporation (Table 8)

Engineered Materials

1,572

37

1,495

25

15

1,851

1,625

91

74

61

Acetyl Chain

32

17

9

1

5

22

3

5

4

10

Other Activities(1)

35

(20)

16

16

23

136

68

18

24

26

Total

1,639

34

1,520

42

43

2,009

1,696

114

102

97

Adjusted EBIT / Adjusted EBIT Margin

Engineered Materials

720

13.4

%

183

14.3

%

200

14.5

%

213

14.8

%

124

9.6

%

841

15.0

%

143

11.3

%

235

15.9

%

263

17.9

%

200

14.5

%

Acetyl Chain

695

16.4

%

146

15.5

%

187

17.6

%

195

17.5

%

167

15.0

%

1,097

23.0

%

252

22.7

%

275

23.1

%

276

23.0

%

294

23.3

%

Other Activities(1)

(265)

(78)

(61)

(66)

(60)

(313)

(76)

(56)

(91)

(90)

Total

1,150

12.0

%

251

11.4

%

326

13.5

%

342

13.5

%

231

9.7

%

1,625

15.8

%

319

13.5

%

454

17.1

%

448

16.9

%

404

15.5

%

___________________________

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

5

Table 2

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions, except percentages)

Depreciation and Amortization Expense(1)

Engineered Materials

441

105

115

112

109

437

114

111

110

102

Acetyl Chain

252

64

63

64

61

244

63

63

61

57

Other Activities(2)

50

15

13

12

10

47

7

13

10

17

Total

743

184

191

188

180

728

184

187

181

176

Operating EBITDA / Operating EBITDA Margin

Engineered Materials

1,161

21.5

%

288

22.6

%

315

22.8

%

325

22.5

%

233

18.1

%

1,278

22.8

%

257

20.3

%

346

23.4

%

373

25.4

%

302

21.9

%

Acetyl Chain

947

22.4

%

210

22.3

%

250

23.6

%

259

23.2

%

228

20.4

%

1,341

28.2

%

315

28.4

%

338

28.4

%

337

28.0

%

351

27.8

%

Other Activities(2)

(215)

(63)

(48)

(54)

(50)

(266)

(69)

(43)

(81)

(73)

Total

1,893

19.8

%

435

19.7

%

517

21.4

%

530

20.9

%

411

17.2

%

2,353

22.9

%

503

21.3

%

641

24.2

%

629

23.7

%

580

22.2

%

___________________________

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

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

6

Table 3

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

per share

per share

per share

per share

per share

per share

per share

per share

per share

per share

(In $ millions, except per share data)

Earnings (loss) from continuing operations attributable to Celanese Corporation

(1,144)

(10.44)

25

0.23

(1,357)

(12.39)

207

1.89

(19)

(0.17)

(1,534)

(14.04)

(1,920)

(17.55)

115

1.05

153

1.40

118

1.08

Income tax provision (benefit)

(90)

(15)

(7)

(77)

9

507

384

61

29

33

Earnings (loss) from continuing operations before tax

(1,234)

10

(1,364)

130

(10)

(1,027)

(1,536)

176

182

151

Certain Items attributable to Celanese Corporation (Table 8)

1,639

34

1,520

42

43

2,009

1,696

114

102

97

Refinancing and related expenses

68

36

—

—

32

—

—

—

—

—

Adjusted earnings (loss) from continuing operations before tax

473

80

156

172

65

982

160

290

284

248

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

(36)

(6)

(9)

(15)

(6)

(88)

(14)

(26)

(26)

(22)

Adjusted earnings (loss) from continuing operations(2)

437

3.98

74

0.67

147

1.34

157

1.43

59

0.54

894

8.18

146

1.33

264

2.41

258

2.36

226

2.06

Diluted shares (in millions)(3)

Weighted average shares outstanding

109.5

109.6

109.6

109.5

109.4

109.3

109.4

109.3

109.3

109.1

Incremental shares attributable to equity awards

0.2

0.2

—

0.2

—

—

—

0.2

0.2

0.4

Total diluted shares

109.7

109.8

109.6

109.7

109.4

109.3

109.4

109.5

109.5

109.5

______________________________

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

Adjusted effective tax rate

8

8

6

9

9

9

9

9

9

9

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

Actual Plan Asset Returns

Expected Plan Asset Returns

(In percentages)

Q4 '25 & 2025

7.8

5.3

Q4 '24 & 2024

2.5

5.3

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

7

Table 3a

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

Actual

2025

2024

(In percentages)

U.S. GAAP annual effective tax rate

7

(50)

Discrete quarterly recognition of GAAP items(1)

17

1

Tax impact of other charges and adjustments(2)

(12)

98

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

(12)

(40)

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

8

—

Adjusted tax rate

8

9

______________________________

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

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

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

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

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

8

Table 4

Net Sales by Segment - Unaudited

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions)

Engineered Materials

5,390

1,277

1,384

1,442

1,287

5,595

1,269

1,481

1,467

1,378

Acetyl Chain

4,232

940

1,061

1,115

1,116

4,763

1,110

1,190

1,202

1,261

Intersegment eliminations(1)

(78)

(13)

(26)

(25)

(14)

(90)

(21)

(23)

(18)

(28)

Net sales

9,544

2,204

2,419

2,532

2,389

10,268

2,358

2,648

2,651

2,611

___________________________

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

9

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(6)

(2)

—

(8)

Acetyl Chain

(10)

(1)

—

(11)

Total Company

(7)

(2)

—

(9)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(6)

1

1

(4)

Acetyl Chain

(2)

(4)

1

(5)

Total Company

(4)

(1)

1

(4)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

9

—

3

12

Acetyl Chain

(1)

(2)

3

—

Total Company

4

(1)

3

6

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

—

2

(1)

1

Acetyl Chain

3

(1)

(1)

1

Total Company

2

—

(1)

1

Three Months Ended December 31, 2024 Compared to Three Months Ended September 30, 2024

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(10)

(3)

(1)

(14)

Acetyl Chain

(4)

(2)

(1)

(7)

Total Company

(7)

(3)

(1)

(11)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

—

—

1

1

Acetyl Chain

—

(2)

1

(1)

Total Company

—

(1)

1

—

Three Months Ended June 30, 2024 Compared to Three Months Ended March 31, 2024

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

7

—

(1)

6

Acetyl Chain

(1)

(4)

—

(5)

Total Company

4

(2)

—

2

Three Months Ended March 31, 2024 Compared to Three Months Ended December 31, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(1)

—

—

(1)

Acetyl Chain

5

1

1

7

Total Company

1

1

—

2

10

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(2)

—

3

1

Acetyl Chain

(10)

(7)

2

(15)

Total Company

(6)

(3)

2

(7)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(8)

(1)

2

(7)

Acetyl Chain

(4)

(8)

1

(11)

Total Company

(6)

(4)

1

(9)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(3)

(1)

2

(2)

Acetyl Chain

(2)

(7)

2

(7)

Total Company

(2)

(4)

2

(4)

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(4)

(2)

(1)

(7)

Acetyl Chain

(6)

(4)

(1)

(11)

Total Company

(5)

(3)

(1)

(9)

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(6)

(3)

—

(9)

Acetyl Chain

(2)

(4)

—

(6)

Total Company

(4)

(4)

—

(8)

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(1)

(2)

—

(3)

Acetyl Chain

1

(3)

—

(2)

Total Company

—

(3)

—

(3)

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(2)

(4)

(1)

(7)

Acetyl Chain

4

(6)

(1)

(3)

Total Company

1

(5)

(1)

(5)

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(12)

(2)

(1)

(15)

Acetyl Chain

11

(10)

—

1

Total Company

(2)

(5)

(1)

(8)

11

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

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

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(4)

(1)

1

(4)

Acetyl Chain

(6)

(6)

1

(11)

Total Company

(4)

(4)

1

(7)

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Volume

Price

Currency

Total

(In percentages)

Engineered Materials

(5)

(3)

(1)

(9)

Acetyl Chain

4

(6)

—

(2)

Total Company

(1)

(4)

(1)

(6)

12

Table 5

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions, except percentages)

Net cash provided by (used in) investing activities

(349)

(104)

(59)

(88)

(98)

(470)

(128)

(100)

(91)

(151)

Net cash provided by (used in) financing activities

(513)

(324)

(118)

(116)

45

(1,313)

(189)

(376)

(489)

(259)

Net cash provided by (used in) operating activities

1,146

252

447

410

37

966

494

79

292

101

Capital expenditures on property, plant and equipment

(343)

(84)

(64)

(93)

(102)

(435)

(105)

(88)

(105)

(137)

Contributions from/(Distributions) to NCI

(30)

(8)

(8)

(6)

(8)

(33)

(8)

(7)

(14)

(4)

Free cash flow(1)

773

160

375

311

(73)

498

381

(16)

173

(40)

Net sales

9,544

2,204

2,419

2,532

2,389

10,268

2,358

2,648

2,651

2,611

Free cash flow as % of Net sales

8.1

%

7.3

%

15.5

%

12.3

%

(3.1)

%

4.9

%

16.2

%

(0.6)

%

6.5

%

(1.5)

%

______________________________

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

13

Table 6

Cash Dividends Received - Unaudited

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions)

Dividends from equity method investments

139

47

40

21

31

160

38

26

69

27

Dividends from equity investments without readily determinable fair values

122

40

40

41

1

128

33

30

31

34

Total

261

87

80

62

32

288

71

56

100

61

Table 7

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

(In $ millions)

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

1,204

1,204

1,199

252

406

1,501

1,501

1,607

1,977

2,439

Long-term debt, net of unamortized deferred financing costs

11,394

11,394

11,655

12,689

12,378

11,078

11,078

11,324

11,058

11,018

Total debt

12,598

12,598

12,854

12,941

12,784

12,579

12,579

12,931

13,035

13,457

Cash and cash equivalents

(1,263)

(1,263)

(1,440)

(1,173)

(951)

(962)

(962)

(813)

(1,185)

(1,483)

Net debt

11,335

11,335

11,414

11,768

11,833

11,617

11,617

12,118

11,850

11,974

14

Table 8

Certain Items - Unaudited

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

2025

Q4 '25

Q3 '25

Q2 '25

Q1 '25

2024

Q4 '24

Q3 '24

Q2 '24

Q1 '24

Income Statement Classification

(In $ millions)

Exit and shutdown costs

98

29

10

27

32

236

47

52

69

68

Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net / Non-operating pension and other postretirement employee benefit (expense) income

Asset impairments

1,513

27

(1)

1,486

(2)

—

—

1,638

1,601

(3)

34

(4)

3

—

Cost of sales / Other (charges) gains, net

Impact from plant incidents and natural disasters

3

—

—

—

3

13

3

3

—

7

Cost of sales

Mergers, acquisitions and dispositions

52

23

12

12

5

80

12

17

26

25

Cost of sales / SG&A

Actuarial (gain) loss on pension and postretirement plans

(49)

(49)

—

—

—

27

27

—

—

—

Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income

Legal settlements and commercial disputes

17

1

11

2

3

8

6

7

3

(8)

Cost of sales / SG&A / Other (charges) gains, net

(Gain) loss on disposition of businesses and assets

—

—

—

—

—

2

—

1

1

—

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

Other

5

3

1

1

—

5

—

—

—

5

Cost of sales / SG&A

Certain Items attributable to Celanese Corporation

1,639

34

1,520

42

43

2,009

1,696

114

102

97

___________________________

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

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

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

(4)Related to impairment of certain trade names, primarily Zytel®, in connection with our annual goodwill and indefinite-lived intangible asset impairment tests.

15

Table 9

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

2025

2024

(In $ millions, except percentages)

(In $ millions, except percentages)

Net earnings (loss) attributable to Celanese Corporation

(1,165)

(1,542)

Adjusted EBIT (Table 1)

1,150

1,625

Adjusted effective tax rate (Table 3a)

8

%

9

%

Adjusted EBIT tax effected

1,058

1,479

2025

2024

Average

2024

2023

Average

(In $ millions, except percentages)

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

1,204

1,501

1,353

1,501

1,383

1,442

Long-term debt, net of unamortized deferred financing costs

11,394

11,078

11,236

11,078

12,301

11,690

Celanese Corporation shareholders' equity

4,049

5,129

4,589

5,129

7,065

6,097

Invested capital

17,178

19,229

Return on invested capital (adjusted)

6.2

%

7.7

%

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

(6.8)

%

(8.0)

%

16

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

0—0
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

1—0
Recession

recession, downturn, contraction, slowdown

0—0
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

0—0
Buybacks

share repurchase, buyback program

0—0

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Not placed in the text

These quotes are stored with a score, but no passage here matches them closely enough to highlight. Rather than point at the wrong passage, they are listed as stored.

Theme · Asset impairment charges

“Asset impairments were $1,513 million in Q4 2025, primarily related to goodwill and certain trade names.”

Theme · Segment profit divergence

“Engineered Materials operating profit was $(958) million, while the Acetyl Chain operating profit was $539 million in Q4 2025.”

Theme · Sales volume decline

“Total Company net sales decreased 7% year over year, driven by a 6% decrease in volume and a 3% decrease in price.”

Theme · Free cash flow generation

“Free cash flow was $773 million for the fourth quarter of 2025 and $1,160 million for the full year 2025.”

Theme · Net debt management

“Net debt was $11,335 million at the end of the fourth quarter of 2025, compared to $11,617 million at the end of the fourth quarter of 2024.”

Source: SEC EDGAR · public domain · Highlights by Palanor