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Celanese Corp - Quarter Report: 2025 March (Form 10-Q)

Other assets  Total current assets  Investments in affiliates  
Property, plant and equipment (net of accumulated depreciation - 2025: $; 2024: $)
  Operating lease right-of-use assets  Deferred income taxes  Other assets  Goodwill  Intangible assets, net  Total assets  LIABILITIES AND EQUITYCurrent Liabilities  Short-term borrowings and current installments of long-term debt - third party and affiliates  Trade payables - third party and affiliates  Other liabilities  Income taxes payable  Total current liabilities  Long-term debt, net of unamortized deferred financing costs  Deferred income taxes  Uncertain tax positions  Benefit obligations  Operating lease liabilities  Other liabilities  Commitments and ContingenciesShareholders' Equity  
Preferred stock, $ par value,  shares authorized (2025 and 2024: issued and outstanding)
  
Common stock, $ par value,  shares authorized (2025: issued and outstanding; 2024: issued and outstanding)
  
Treasury stock, at cost (2025: shares; 2024: shares)
()()Additional paid-in capital  Retained earnings  Accumulated other comprehensive income (loss), net()()Total Celanese Corporation shareholders' equity  Noncontrolling interests  Total equity  Total liabilities and equity  

See the accompanying notes to the unaudited interim consolidated financial statements.
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CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31,
20252024
SharesAmountSharesAmount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period    
Stock option exercises    
Stock awards    
Balance as of the end of the period    
Treasury Stock
Balance as of the beginning of the period () ()
Issuance of treasury stock under stock plans    
Balance as of the end of the period () ()
Additional Paid-In Capital
Balance as of the beginning of the period  
Stock-based compensation, net of tax ()
Stock option exercises, net of tax  
Balance as of the end of the period  
Retained Earnings
Balance as of the beginning of the period  
Net earnings (loss) attributable to Celanese Corporation() 
Common stock dividends()()
Balance as of the end of the period  
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period()()
Other comprehensive income (loss), net of tax ()
Balance as of the end of the period()()
Total Celanese Corporation shareholders' equity  
Noncontrolling Interests
Balance as of the beginning of the period  
Net earnings (loss) attributable to noncontrolling interests  
Distributions/dividends to noncontrolling interests()()
Balance as of the end of the period  
Total equity  

See the accompanying notes to the unaudited interim consolidated financial statements.
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CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
   
Three Months Ended
March 31,
20252024
(In $ millions)
Operating Activities
Net earnings (loss)() 
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Depreciation, amortization and accretion  
Pension and postretirement net periodic benefit cost  
Pension and postretirement contributions()()
Deferred income taxes, net ()
(Gain) loss on disposition of businesses and assets, net() 
Stock-based compensation  
Undistributed earnings in unconsolidated affiliates ()
Other, net  
Operating cash provided by (used in) discontinued operations ()
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net()()
Inventories ()
Other assets  
Trade payables - third party and affiliates ()
Other liabilities()()
Net cash provided by (used in) operating activities  
Investing Activities
Capital expenditures on property, plant and equipment()()
Proceeds from sale of businesses and assets, net  
Other, net()()
Net cash provided by (used in) investing activities()()
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less() 
Proceeds from short-term borrowings  
Repayments of short-term borrowings()()
Proceeds from long-term debt  
Repayments of long-term debt()()
Stock option exercises
  
Common stock dividends()()
Distributions/dividends to noncontrolling interests
()()
LicensesCustomer-
Related
Intangible
AssetsDeveloped
TechnologyCovenants
Not to
Compete
and Other
During the three months ended March 31, 2025, the Company did renew or extend any intangible assets.
 2027 2028 2029 2030 
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5.
  Customer rebates  
Derivatives (Note 11)
  
Interest (Note 6)
  
Legal (Note 13)
  Operating leases  
Restructuring (Note 17)
  Salaries and benefits  Sales and use tax/foreign withholding tax payable  Investment in affiliates  Other  Total  
6.
  
Short-term borrowings, including amounts due to affiliates(1)
  
Revolving credit facilities(2)
  Total  
______________________________
(1)% and % as of March 31, 2025 and December 31, 2024, respectively.
(2)% and % as of March 31, 2025 and December 31, 2024, respectively.
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%  
Senior unsecured notes due 2025, interest rate of %
  
Senior unsecured notes due 2026, interest rate of %
  
Senior unsecured notes due 2026, interest rate of %
  
Senior unsecured notes due 2027, interest rate of %
  
Senior unsecured notes due 2027, interest rate of %(1)
  
Senior unsecured term loan due 2027(2)
  
Senior unsecured notes due 2028, interest rate of %
  
Senior unsecured notes due 2028, interest rate of %(1)
  
Senior unsecured notes due 2029, interest rate of %(1)
  
Senior unsecured notes due 2029, interest rate of %(1)
  
Senior unsecured notes due 2030, interest rate of %
  
Senior unsecured notes due 2030, interest rate of %(1)
  
Senior unsecured notes due 2031, interest rate of %
  
Senior unsecured notes due 2032, interest rate of %(1)
  
Senior unsecured notes due 2033, interest rate of %(1)
  
Senior unsecured notes due 2033, interest rate of %
  
Pollution control and industrial revenue bonds due at various dates through 2030(3)
  
Bank loans due at various dates through 2030(4)
  
The net proceeds from the 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Agreement were used (i) to fund the Tender Offers, (ii) for repayment of other outstanding indebtedness, including the repayment of a portion of the March 2022 U.S. Term Loan Credit Agreement, the repayment of borrowings under the U.S. Revolving Credit Agreement and repayment of % Senior Notes due March 15, 2025 and (iii) related fees and expenses.
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 million for the three months ended March 31, 2025.
Accounts Receivable Purchasing Facility
In June 2023, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2025. Under the Amended Receivables Purchase Agreement, transfers of U.S. accounts receivable from the SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the U.S. accounts receivable to the SPE. The Company and related subsidiaries have no continuing involvement in the transferred U.S. accounts receivable, other than collection and administrative responsibilities and, once sold, the U.S. accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at % of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $ million and $ billion of accounts receivable under this agreement for the three months ended March 31, 2025 and year ended December 31, 2024, respectively, and collected $ million and $ billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $ million were pledged by the SPE as collateral to the Purchasers as of March 31, 2025.
Factoring and Discounting Agreements
The Company has factoring agreements in Europe, Japan and Singapore with financial institutions to sell %, % and % of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell % of certain accounts receivable on a limited recourse basis. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $ million and $ million of accounts receivable under these factoring agreements for the three months ended March 31, 2025 and year ended December 31, 2024, respectively, and collected $ million and $ million of accounts receivable sold under these factoring agreements during the same periods.
The Company has master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $ million and $ million from the accounts receivable transferred under the Master Discounting Agreements as of March 31, 2025 and December 31, 2024, respectively.
Covenants
The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the existing U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the existing U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.
The Company is in compliance with the covenants in its material financing arrangements as of March 31, 2025.
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7.
    Interest cost    
Expected return on plan assets
() () Total       
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity.
The Company did repurchase any Common Stock during the three months ended March 31, 2025 or 2024.
Other Comprehensive Income (Loss), Net
 ()()
10.
) 
The effective income tax rate for the three months ended March 31, 2025, was lower compared to the same period in 2024, primarily due to increases in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period in the current period and decreased earnings in the current year due to the current demand conditions. The effective income tax rate for the three months ended March 31, 2024 included non-recurring tax effects related to internal debt restructuring transactions.
In December 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted and was effective January 1, 2018. The U.S. Treasury has issued various notices and final and proposed regulatory packages supplementing the TCJA provisions since 2018. There have been no material proposed or final regulatory packages during the three months ended March 31, 2025.
In August 2022, the Inflation Reduction Act (the "IRA") was enacted and included a 1% excise tax on share repurchases in excess of $1 million, and a corporate minimum tax of 15% on adjusted book earnings. The corporate minimum tax paid is creditable in future years to the extent regular tax liability exceeds the minimum tax in any given year. The Company does not expect these provisions or any newly issued administrative guidance to have a material impact to future income tax expense. The IRA also provides various beneficial credits for energy efficiency related to manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which the Company is evaluating in regard to planned projects.
The Company will continue to monitor the expected impacts of any new guidance on the Company's filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective.
Due to the TCJA and uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on a substantial portion of its foreign tax credit carryforwards. The Company is currently evaluating tax planning strategies to enable the use of the Company's foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed.
In December 2021, the Organization for Economic Co-operation and Development ("OECD") issued final Model Rules for Pillars One and Two of its Base Erosion and Profit Shifting ("BEPS") project. In general, Pillar One addresses nexus concerns and the allocation of profits among companies in which a multinational enterprise ("MNE") conducts its business. Pillar Two aims to ensure that all MNEs pay an effective tax rate of no less than 15% on their adjusted net income in each of the jurisdictions in which they have operations. Pillar Two is more impactful to the Company as it allows for assessment even if the individual countries do not enact its minimum tax provisions. In effect, Pillar Two allows any country within which an MNE operates to levy tax upon that MNE to the extent it determines that the MNE is paying less than a 15% effective tax rate on its adjusted net income. The taxes levied may then be allocated among the jurisdictions that conform to the OECD rules.
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11.
   ()Cost of salesInterest rate swaps  ()()Interest expenseTotal   ()Designated as Fair Value Hedges
Cross-currency swaps(1)
() () Foreign exchange gain (loss), net
Designated as Net Investment Hedges
Foreign currency denominated debt()   N/A
Cross-currency swaps(2)
()   N/ATotal()   Not Designated as HedgesForeign currency forwards and swaps    Foreign exchange gain (loss), net; Other income (expense), net                 ) ) ))         ) )))           
______________________________
(1)
(2)
(3) million and $ million for the three months ended March 31, 2025 and 2024, respectively.
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15.
 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $ million of its remaining performance obligations as Net sales in 2025, $ million in 2026, $ million in 2027 and the balance thereafter.
Contract Balances
Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the unaudited consolidated balance sheets.
The Company does have any material contract assets as of March 31, 2025.
Disaggregated Revenue
In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations.
The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects that are solutions-based and are tailored to each customer's unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications. Therefore, the Company is agnostic toward products and end-use markets for the Engineered Materials business segment.
The Company manages its Acetyl Chain business segment by leveraging its ability to sell chemicals externally to end-use markets or downstream to its acetate tow, intermediate chemistry, emulsion polymers, redispersible powders and ethylene vinyl acetate polymers businesses. Decisions to sell externally and geographically or downstream and along the Acetyl Chain are based on market demand, trade flows and maximizing the value of its chemicals. Therefore, the Company's strategic focus is on executing within this integrated chain model and less on driving product-specific revenue.
  Europe and Africa  Asia-Pacific  South America  Total  Acetyl ChainNorth America  Europe and Africa  Asia-Pacific  South America  
Total(1)
  
______________________________
(1) million and $ million for the three months ended March 31, 2025 and 2024, respectively.
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16.
) Earnings (loss) from discontinued operations() Net earnings (loss)() Weighted average shares - basic  
Incremental shares attributable to equity awards(1)
  Weighted average shares - diluted  
______________________________
(1) and shares of Common Stock for the three months ended March 31, 2025 and 2024, respectively; and and equity award shares for the three months ended March 31, 2025 and 2024, respectively, as their effect would have been antidilutive. For the three months ended March 31, 2025, the Company incurred a net loss from continuing operations, resulting in incremental shares attributable to equity awards being excluded from the number of weighted average shares - diluted as their effect would have been antidilutive.
17.
)()Total()()  )     
18.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2024 filed on February 21, 2025 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2024 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2024 Form 10-K.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
Risk Factors
See Part I - Item 1A. Risk Factors of our 2024 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:
•the ability to successfully achieve planned cost reductions;
•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
•volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil and the prices for electricity and other energy sources;
•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;
•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;
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•additional impairments of goodwill or intangible assets;
•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;
•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;
•risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility;
•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
•increased price competition and the introduction of competing products by other companies;
•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy;
•market acceptance of our products and technology;
•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;
•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
•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;
•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters;
•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
•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 chemicals industry, and the success of our deleveraging efforts as well as any changes to our credit ratings;
•changes in currency exchange rates and interest rates;
•tax rates and changes thereto; and
•various other factors, both referenced and not referenced in this Quarterly Report.
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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 Quarterly 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.
Overview
We are a global chemical and specialty materials company. We are a global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of 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. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.
Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.
Impact of Tariffs
As we are a global company, recently announced tariffs, uncertainty regarding potential future tariffs, and their potential effects on demand for our products may affect our business. We continue to analyze the impact of these tariffs on our business and actions we can take to minimize their impact.
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Results of Operations
Financial Highlights
Three Months Ended March 31,
20252024Change
(unaudited)
(In $ millions, except percentages)
Statement of Operations Data
Net sales2,389 2,611 (222)
Gross profit476 554 (78)
Selling, general and administrative ("SG&A") expenses(230)(265)35 
Other (charges) gains, net(31)(14)(17)
Gain (loss) on disposition of businesses and assets, net3 (1)4 
Operating profit (loss)168 210 (42)
Equity in net earnings (loss) of affiliates22 55 (33)
Non-operating pension and other postretirement employee benefit (expense) income2 2 — 
Interest expense(170)(169)(1)
Refinancing expense(32)— (32)
Interest income4 13 (9)
Dividend income - equity investments1 34 (33)
Earnings (loss) from continuing operations before tax(3)157 (160)
Earnings (loss) from continuing operations(12)124 (136)
Earnings (loss) from discontinued operations(5)— (5)
Net earnings (loss)(17)124 (141)
Net earnings (loss) attributable to Celanese Corporation(21)121 (142)
Other Data
Depreciation and amortization180 221 (41)
SG&A expenses as a percentage of Net sales9.6 %10.1 %
Operating margin(1)
7.0 %8.0 %
Other (charges) gains, net
Restructuring
(31)(14)(17)
Total Other (charges) gains, net
(31)(14)(17)
Consolidated Results
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Net sales decreased $222 million, or 9%, for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•lower volume in our Acetyl Chain and Engineered Materials segments, primarily driven by decreased global demand and weaker global economic conditions;
•lower pricing, primarily driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics and product mix; and
•an unfavorable currency impact, primarily resulting from a weaker euro relative to the U.S. dollar.
Operating profit decreased $42 million, or 20%, for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•lower Net sales across our segments; and
•higher raw materials and sourcing costs in our Acetyl Chain segment, primarily for methanol and ethylene;
partially offset by:
•lower spending of $64 million in our Other Activities and Acetyl Chain segments, primarily due to IT integration costs, and plant turnaround costs related to our joint venture, Fairway Methanol LLC, both incurred during the three months ended March 31, 2024, which did not recur in the current year;
•accelerated depreciation expense of $37 million in our Engineered Materials segment during the three months ended March 31, 2024, related to the previously announced closure of our polymerization units in Uentrop, Germany, which did not recur in the current period; and
•lower raw materials costs and favorable raw materials mix in our Engineered Materials segment.
Equity in net earnings (loss) of affiliates decreased $33 million, or 60%, for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•a decrease in earnings from our Ibn Sina strategic affiliates of $26 million, primarily due to lower methyl tertiary-butyl ether ("MTBE") volume arising from a plant turnaround, as well as lower MTBE pricing and higher feedstock costs.
Dividend income - equity investments decreased $33 million or 97% for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends will be received three times a year beginning in the second quarter instead of each quarter.
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Our effective income tax rate for the three months ended March 31, 2025 was (300)% compared to 21% for the same period in 2024, primarily due to increases in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period in the current period and decreased earnings in the current year due to the current demand conditions. The effective income tax rate for the three months ended March 31, 2024 included non-recurring tax effects related to internal debt restructuring transactions. See Note 10 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Business Segments
Engineered Materials
Three Months Ended March 31, Change%
Change
20252024
(unaudited)
(In $ millions, except percentages)
Net sales1,287 1,378 (91)(6.6)%
Net Sales Variance
Volume(4)%
Price(2)%
Currency(1)%
Other (charges) gains, net(15)(11)(4)(36.4)%
Operating profit (loss)96 89 7 7.9 %
Operating margin7.5 %6.5 %
Equity in net earnings (loss) of affiliates
16 49 (33)(67.3)%
Depreciation and amortization
109 147 (38)(25.9)%
Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.
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.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Net sales decreased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•lower volume, primarily due to weaker global economic conditions;
•lower pricing for most of our products, primarily due to competitive market dynamics and product mix; and
•an unfavorable currency impact, primarily resulting from a weaker euro relative to the U.S. dollar.
Operating profit increased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•accelerated depreciation expense of $37 million during the three months ended March 31, 2024, related to the previously announced closure of our polymerization units in Uentrop, Germany, which did not recur in the current period; and
•lower raw materials costs and favorable raw materials mix;
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partially offset by:
•lower Net sales.
Equity in net earnings (loss) of affiliates decreased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•a decrease in earnings from our Ibn Sina strategic affiliate, primarily due to lower MTBE volume arising from a plant turnaround, as well as lower MTBE pricing and higher feedstock costs.
Acetyl Chain
Three Months Ended March 31, Change%
Change
20252024
(unaudited)
(In $ millions, except percentages)
Net sales1,116 1,261 (145)(11.5)%
Net Sales Variance
Volume(6)%
Price(4)%
Currency(1)%
Operating profit (loss)162 254 (92)(36.2)%
Operating margin14.5 %20.1 % 
Dividend income - equity investments
— 34 (34)(100.0)%
Depreciation and amortization
61 57 4 7.0 %
Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives, and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors.
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.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Net sales decreased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•lower volume across most of our products primarily due to decreased global demand;
•lower pricing for most of our products globally, due to an environment with greater supply than demand during the three months ended March 31, 2025; and
•an unfavorable currency impact, primarily arising from a weaker euro relative to the U.S. dollar.
Operating profit decreased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•lower Net sales; and
•higher raw materials and sourcing costs, primarily for methanol and ethylene;
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partially offset by:
•lower spending of $26 million, primarily as a result of plant turnaround costs related to our joint venture, Fairway Methanol LLC, incurred during the three months ended March 31, 2024, which did not recur in the current year.
Dividend income - equity investments decreased for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to:
•a change in the timing of dividend income from our Nantong Cellulose Fibers strategic affiliate in China whereby dividends will be received three times a year beginning in the second quarter instead of each quarter.
Other Activities
Three Months Ended March 31, Change%
Change
20252024
(unaudited)
(In $ millions, except percentages)
Operating profit (loss)(90)(133)43 32.3 %
The net proceeds from the 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Agreement were used (i) to fund the Tender Offers, (ii) for repayment of other outstanding indebtedness, including the repayment of a portion of the March 2022 U.S. Term Loan Credit Agreement, the repayment of borrowings under the U.S. Revolving Credit Agreement and repayment of 6.050% Senior Notes due March 15, 2025 and (iii) related fees and expenses.
Refinancing expense in the unaudited interim consolidated statements of operations includes fees and expenses related to the Tender Offer, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, was $32 million for the three months ended March 31, 2025.
There have been no material changes to our debt or other obligations described in our 2024 Form 10-K other than those disclosed above and in Note 6 - Debt in the accompanying unaudited interim consolidated financial statements.
•Accounts Receivable Purchasing Facility
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 $352 million and $1.5 billion of accounts receivable under this agreement for the three months ended March 31, 2025 and year ended December 31, 2024, respectively, and collected $347 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $147 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2025.
•Factoring and Discounting Agreements
We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $161 million and $700 million of accounts receivable under these factoring agreements for the three months ended March 31, 2025 and year ended December 31, 2024, respectively, and collected $170 million and $640 million of accounts receivable sold under these factoring agreements during the same periods.
We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $15 million and $100 million from the accounts receivable transferred under the Master Discounting Agreements as of March 31, 2025 and December 31, 2024, respectively.
Covenants
The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the existing U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.
We are in compliance with the covenants in our material financing arrangements as of March 31, 2025.
See Note 6 - Debt in the accompanying unaudited interim consolidated financial statements for further information.
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Guarantor Financial Information
We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 6 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.
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; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Credit Agreements (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S. Credit Agreements, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.
For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, the existing U.S. Credit Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases.
The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.
Three Months Ended
March 31, 2025
(In $ millions)
(unaudited)
Net sales to third parties442 
Net sales to non-guarantor subsidiaries185 
Total net sales627 
Gross profit43 
Earnings (loss) from continuing operations(352)
Net earnings (loss)(356)
Net earnings (loss) attributable to the Obligor Group(356)
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As of
March 31,
2025		As of
December 31,
2024
(In $ millions)
(unaudited)
Receivables from non-guarantor subsidiaries1,873 1,138 
Other current assets2,428 2,372 
Total current assets4,301 3,510 
Goodwill536 536 
Other noncurrent assets6,362 6,386 
Total noncurrent assets6,898 6,922 
Current liabilities due to non-guarantor subsidiaries6,469 5,258 
Current liabilities due to affiliates7 5 
Other current liabilities1,021 2,212 
Total current liabilities7,497 7,475 
Noncurrent liabilities due to non-guarantor subsidiaries3,338 3,371 
Other noncurrent liabilities12,498 11,241 
Total noncurrent liabilities15,836 14,612 
Share Capital
As disclosed above, in November 2024, we announced our intent to reduce our quarterly dividend by approximately 95% beginning in the first quarter of 2025. On April 16, 2025, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to $3 million. The cash dividend will be paid on May 12, 2025 to holders of record as of April 28, 2025.
There have been no material changes to our share capital described in our 2024 Form 10-K other than those disclosed above and in Note 9 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements.
Contractual Obligations
We have not entered into any material off-balance sheet arrangements.
Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2024 Form 10-K.
Tax Return Audits
Our tax returns have been under joint audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, we concluded settlement discussions with the Dutch tax authority. In the third quarter of 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit. In addition, our income tax returns in Mexico are under audit for the years 2018 through 2020, in Canada for the years 2016 through 2022, in the United States for the years 2016 through 2020, and in Germany for the years after 2007. In August 2023, we negotiated a partial settlement with the Mexico tax authorities for its audit for the year 2018. The partial settlement did not have a material impact on income tax expense in the consolidated statements of operations for the year ended December 31, 2023. We are in discussions with the Mexican tax authorities regarding the preliminary findings in the 2019 audit. In September 2023, the Canadian tax authorities opened tax audits for the years 2019 through 2022, and the audits are in the preliminary stages. The audit in the United States for the years 2016 through 2020 is in the data gathering phase. In the first quarter of 2025, the Company began settlement discussions with the German tax authorities on certain matters related to this audit. The Company will record the impacts of any settlements as they are concluded but currently does not expect a material impact to the consolidated statements of operations.
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As of March 31, 2025, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations by governmental authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the government authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 10 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Business Environment
During the three months ended March 31, 2025, we continued to experience demand challenges in key end-markets like automotive, paints, coatings, and construction due to the tepid global macroeconomic conditions. Automotive destocking in Europe related to the downturn in the second half of 2024 continued for most of the quarter but largely reaching more stabilized levels in March 2025. We anticipate demand conditions to remain sluggish in the second quarter of 2025. We will continue to closely monitor the impact of, and response to, tariffs and other geopolitical effects on demand conditions. We remain committed to identifying and implementing actions to improve long-term growth and value creation.
Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2024 Form 10-K.
Recent Accounting Pronouncements
See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2024 Form 10-K. See also Note 11 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of March 31, 2025, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury, toxic tort, public nuisance and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 8 - Environmental and Note 13 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2024 Form 10-K other than those disclosed in Note 8 - Environmental and Note 13 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2024 Form 10-K for certain risk factors relating to these legal proceedings.
Item 1A. Risk Factors
In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not repurchase any Common Stock during the three months ended March 31, 2025. As of March 31, 2025, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program. See Note 9 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
(c) Trading Plans
During the quarter ended March 31, 2025, no director or Section 16 officer or any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K.
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Item 6. Exhibits(1)
Exhibit
Number
Description
3.1
3.1(a)
3.1(b)
3.1(c)
3.1(d)
3.2
3.2(a)
4.1
4.2*
10.1
10.2
10.3
10.4*‡
10.5*‡
10.6*‡
10.7*‡
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Exhibit
Number
Description
10.8*‡
10.9*‡
10.10*‡
22.1*
31.1*
31.2*
32.1*
32.2*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 has been formatted in Inline XBRL.
*    Filed herewith.
‡    Indicates a management contract or compensatory plan or arrangement.

(1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CELANESE CORPORATION
By:/s/ SCOTT A. RICHARDSON
Scott A. Richardson
President, Chief Executive Officer
and Director
Date:May 6, 2025

By:/s/ CHUCK B. KYRISH
Chuck B. Kyrish
Senior Vice President and
Chief Financial Officer
Date:May 6, 2025
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