Celanese Corp

Celanese Corporation is a global chemical and specialty materials company that produces high performance engineered polymers used in a variety of high-value applications and is one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. The company's broad product portfolio serves end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. As of December 31, 2025, Celanese employed 11,434 ¹ people worldwide and operated 51 ² global production facilities and an additional 20 ³ strategic affiliate production facilities.

Celanese's products enjoy leading global positions due to differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures. The company's large and diverse global customer base primarily consists of major companies across a broad array of industries. Celanese holds geographically balanced global positions and participates in diversified end-use applications. The company's strategic affiliates include National Methanol Company (25% ⁴ owned), Nutrinova Netherlands B.V. (30% ⁵ owned), Korea Engineering Plastics Co., Ltd. (50% ⁶ owned), Fortron Industries, LLC (50% ⁷ owned), Toray Celanese Co., Ltd. (50% ⁸ owned), DuBay Polymer GmbH (50% ⁹ owned), Mylar Specialty Films entities (50% ¹⁰ owned in most), Celanese Filaments entities (70% ¹¹ owned in most), Fairway Methanol LLC (50% ¹² owned), and three Chinese acetate ventures (30% ¹³ or 31% ¹⁴ owned). During the year ended December 31, 2025, equity method strategic affiliates generated combined sales of $1.9 billion ¹⁵, resulting in $78 million ¹⁶ of equity in net earnings of affiliates and $95 million ¹⁷ of dividends.

Celanese generates revenue through two principal business segments: Engineered Materials and the Acetyl Chain. The Engineered Materials segment is a project-based business where growth is driven by increasing new project commercializations from a pipeline model that leverages global assets, marketplace presence, a broad materials portfolio and differentiated capabilities. The Acetyl Chain segment operates as an integrated business with the breadth and flexibility to sell solutions across the segment and across global geographies utilizing various feedstocks. Pricing in Engineered Materials is primarily based on value-in-use and is generally independent of changes in raw material costs, while pricing in the Acetyl Chain is influenced by industry utilization, changes in raw material costs, sensitivity to demand and value-in-use. Other Activities primarily consists of corporate center costs, interest income and expense, results of captive insurance companies, and pension-related costs not allocated to business segments.

The Engineered Materials segment includes engineered materials and certain strategic affiliates, producing products such as ethylene acrylic elastomers, ethylene vinyl acetate pharmaceutical grade copolymers, liquid crystal polymers, long-fiber reinforced thermoplastics, nylon compounds, polyoxymethylene, polypropylene compounds, thermoplastic elastomers, thermoplastic polyesters, thermoplastic vulcanizates, and ultra-high molecular weight polyethylene. Key brands include Vamac, VitalDose, Vectra, Zenite, Celstran, Celanyl, FRIANYL, ECOMID, Zytel, Celcon, Hostaform, Polifor, Tecnoprene, Sofprene, Laprene, Hytrel, Celanex, Crastin, Thermx, Rynite, Santoprene, Geolast, and GUR. The segment serves end-use applications including automotive, medical, industrial, consumer electronics, appliances, construction, filtration, energy storage, and telecommunications. For the year ended December 31, 2025, Engineered Materials reported net sales of $5,390 million ¹⁸ and an operating loss of $958 million ¹⁹.

The Acetyl Chain segment includes the integrated chain of acetyl products, acetate tow, emulsion polymers, EVA polymers and redispersible powders. Key products include acetic acid, acetic anhydride, acetate flake, acetate tow, butyl acetate, ethyl acetate, emulsion polymers, EVA resins and compounds, formaldehyde, redispersible powders, and vinyl acetate monomer. Major brands include AOPlus, VAntage, EcoVAE, Mowilith, Vinamul, Celvolit, Dur-O-Set, Avicor, Flexbond, Resyn, Ateva, and Elotex. The segment serves end-use applications including adhesives, automotive parts, coatings, construction, filtration, flexible packaging, food and beverage, inks, paints, paper, pharmaceuticals, plasticizers, solvents, and textiles. For the year ended December 31, 2025, the Acetyl Chain reported net sales of $4,232 million ²⁰ and operating profit of $539 million ²¹.

During the year ended December 31, 2025, Celanese recognized a noncash goodwill impairment loss of $1.1 billion ²² in the Engineered Materials segment and noncash impairment losses of $346 million ²³ related to certain trade names, primarily Zytel, included in the Engineered Materials segment. On October 28, 2025, the company announced the intended closure of its facility in Lanaken, Belgium, expecting to incur additional exit and shutdown costs of $140 million ²⁴ through 2027. On February 2, 2026, Celanese completed the sale of the Micromax business to Element Solutions Inc for a purchase price of $492 million ²⁵. In March 2025, Celanese U.S. completed a public offering of senior unsecured notes in aggregate principal amounts of €750 million ²⁶ and $1.8 billion ²⁷ (the March 2025 Offering) and completed cash tender offers for €552 million ²⁸ and $500 million ²⁹ in aggregate principal amounts (the March 2025 Tender Offers). In December 2025, Celanese U.S. completed a public offering of senior unsecured notes in an aggregate principal amount of $1.4 billion ³⁰ (the December 2025 Offering) and completed cash tender offers for $1.2 billion ³¹ in aggregate principal amounts (the December 2025 Tender Offers). The company reduced its quarterly dividend by approximately 95% ³² beginning in the first quarter of 2025 and paused its share repurchase program. As of December 31, 2025, total debt was $12.6 billion ³³.

For the year ended December 31, 2025, Celanese reported net sales of $9,544 million ³⁴ compared to $10,268 million ³⁵ in 2024, a decrease of $724 million ³⁶ or 7% ³⁷. Gross profit was $1,952 million ³⁸ compared to $2,336 million ³⁹ in 2024. Operating loss was $786 million ⁴⁰ compared to $720 million ⁴¹ in 2024. Net loss attributable to Celanese Corporation was $1,165 million ⁴² compared to $1,542 million ⁴³ in 2024. Diluted loss per share from continuing operations was $10.44 ⁴⁴ compared to $14.04 ⁴⁵ in 2024. Net cash provided by operating activities was $1.1 billion ⁴⁶ compared to $1.0 billion ⁴⁷ in 2024. Cash and cash equivalents were $1,263 million ⁴⁸ as of December 31, 2025, compared to $962 million ⁴⁹ as of December 31, 2024.

The filing contains no forward-looking guidance ranges for the upcoming period.

Celanese is focused on developing products to help customers meet sustainability goals, including products for improving the sustainability of building and construction materials, adhesives, fiber coatings, flexible packaging, stretch fabrics, vehicle lightweighting and powering electric vehicles. The company is also focused on making its own products from more sustainable sources, including increasing product offerings using bio-mass balanced, carbon capture and utilization, and recycled feedstocks. In the Acetyl Chain, the planned expansion of the vinyl acetate ethylene emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the first half of 2026 to align with demand. In Engineered Materials, at the Nanjing, China facility, the compounding plant expansion was completed and began production activities during the three months ended December 31, 2025, and the new liquid crystal polymer plant is in construction and on schedule for completion in the second half of 2026.

Celanese is actively managing its business to maintain cash flow and believes liquidity from available sources will be sufficient to meet operational and capital investment needs and financial obligations for the foreseeable future. The company expects the weakened demand environment to continue to adversely impact cash generation in the near-term. In furtherance of deleveraging efforts, Celanese has paused its share repurchase program and is evaluating additional cash generation or conservation opportunities. The company reduced its quarterly dividend by approximately 95% ⁵⁰ beginning in the first quarter of 2025 and will continue to evaluate its dividend policy. Deleveraging efforts may also include other opportunistic dispositions or monetization of product or business lines or other assets.

Celanese expects to incur approximately $20 million to $50 million ⁵¹ in capital expenditures for environmental control measures in each of 2026 and 2027. Total capital expenditures were $343 million ⁵² for the year ended December 31, 2025, and the company expects total capital expenditures to be approximately $300 million to $350 million ⁵³ in 2026, focusing on required maintenance projects and productivity improvements as it continues to prioritize deleveraging. The company continues to see investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of its manufacturing network.

Celanese expects total capital expenditures to be approximately $300 million to $350 million ⁵⁴ in 2026. The company did not repurchase any Common Stock during the year ended December 31, 2025. As of December 31, 2025, the Board of Directors has authorized the repurchase of $6.9 billion ⁵⁵ of Common Stock since February 2008, with $1.1 billion ⁵⁶ value of shares remaining that may be purchased under the program, though the share repurchase program has been paused. On February 11, 2026, Celanese declared a quarterly cash dividend of $0.03 ⁵⁷ per share on Common Stock amounting to $3 million ⁵⁸.

Celanese faces headwinds from continued demand challenges in key end-markets like automotive, paints, coatings, and construction due to continued weakness in global macroeconomic conditions. Demand during the three months ended December 31, 2025 was further impacted by greater than anticipated western hemisphere seasonality. The company is subject to capital controls and exchange restrictions in certain jurisdictions where it operates, such as China, South Korea, India and Indonesia, with the largest exposure to a country with capital controls being in China. 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, Celanese believes it 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 it is able to implement sufficient mitigation strategies, which could include amending the facility, obtaining a waiver, replacing the facility, consummating additional divestiture opportunities, and/or reducing operating costs.

Celanese faces material risks from its high level of indebtedness, with total debt of $12.6 billion ⁵⁹ as of December 31, 2025, which could increase vulnerability to economic conditions, require substantial cash flow for debt service, and limit business flexibility. The company may be unable to comply with the consolidated leverage ratio under the U.S. Revolving Credit Facility within twelve months unless mitigation strategies are implemented. Celanese is exposed to volatility in raw material and energy prices, particularly for ethylene, methanol, carbon monoxide, and natural gas, which could significantly affect margins. The company recognized a noncash goodwill impairment loss of $1.1 billion ⁶⁰ and trade name impairment losses of $346 million ⁶¹ in 2025, and further impairment of the $4.2 billion ⁶² of goodwill and $1.2 billion ⁶³ of indefinite-lived intangible assets could occur if market conditions deteriorate. Celanese faces significant legal and regulatory risks, including multiple ethylene purchase-related damage claims filed in European courts, with 11 new claims filed in 2025 and early 2026, and potential liabilities from environmental regulations, including climate change-related legislation that could materially increase operating costs.

Management's message emphasizes a focus on deleveraging, cost reduction, and cash generation. The company has paused its share repurchase program and reduced its quarterly dividend by approximately 95% ⁶⁴ beginning in the first quarter of 2025 to support deleveraging efforts. Management states it will continue to evaluate its dividend policy, taking into account its ability to return to a balanced capital allocation strategy. The company is actively managing its business to maintain cash flow and believes liquidity from available sources will be sufficient to meet operational and capital investment needs and financial obligations for the foreseeable future. Management identifies three strategic priorities: deleveraging, evaluating additional cash generation or conservation opportunities, and continuing to identify and implement actions to improve earnings and create long-term shareholder value. The company expects the weakened demand environment to continue to adversely impact cash generation in the near-term.