Celanese Corporation
A global specialty materials and chemicals maker, Celanese produces high-performance polymers used in cars, medical devices, and electronics, plus acetyl products found in paints, adhesives, and packaging. Founded in 1918 by Swiss brothers Camille and Henri Dreyfus, it began as the American Cellulose & Chemical Manufacturing Company. The name "Celanese" blends "cellulose" and "ease"—it won a £5 naming contest in 1922.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 te…
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, 2025 filed on February 24, 2026 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2025 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 2025 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 2025 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; •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 and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades; •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; 37 Table of Contents •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; •additional impairment 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; •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, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises; •the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us; •changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions; •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; •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. 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. 38 Table of Contents 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, tariffs, uncertainty regarding potential future tariffs and their potential effects may impact our business. We continue to analyze the impact of these tariffs and actions we can take to minimize their impact. 39 Table of Contents Results of Operations Financial Highlights Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change 2026 2025 Change (unaudited) (In $ millions, except percentages) Statement of Operations Data Net sales 2,752 2,532 220 5,089 4,921 168 Gross profit 618 534 84 1,086 1,008 78 Selling, general and administrative ("SG&A") expenses (251) (214) (37) (477) (445) (32) Other (charges) gains, net (31) (20) (11) (51) (51) — Gain (loss) on disposition of businesses and assets, net (2) (2) — 46 1 45 Operating profit (loss) 276 231 45 490 396 94 Equity in net earnings (loss) of affiliates 11 29 (18) 46 51 (5) Non-operating pension and other postretirement employee benefit (expense) income 5 1 4 10 3 7 Interest expense (186) (177) (9) (369) (347) (22) Refinancing expense — — — — (32) 32 Interest income 10 7 3 19 11 8 Dividend income - equity investments 43 41 2 44 42 2 Earnings (loss) from continuing operations before tax 142 133 9 224 127 97 Earnings (loss) from continuing operations 131 210 (79) 180 195 (15) Earnings (loss) from discontinued operations (2) (10) 8 (3) (15) 12 Net earnings (loss) 129 200 (71) 177 180 (3) Net earnings (loss) attributable to Celanese Corporation 125 197 (72) 169 173 (4) Other Data Depreciation and amortization 244 190 54 445 370 75 SG&A expenses as a percentage of Net sales 9.1 % 8.5 % 9.4 % 9.0 % Operating margin(1) 10.0 % 9.1 % 9.6 % 8.0 % Other (charges) gains, net Restructuring (26) (20) (6) (46) (51) 5 Plant/office closures (5) — (5) (5) — (5) Total Other (charges) gains, net (31) (20) (11) (51) (51) — ______________________________ (1)Defined as Operating profit (loss) divided by Net sales. As of June 30, 2026 As of December 31, 2025 (unaudited) (In $ millions) Balance Sheet Data Cash and cash equivalents 1,364 1,263 Short-term borrowings and current installments of long-term debt - third party and affiliates 1,311 1,204 Long-term debt, net of unamortized deferred financing costs 10,696 11,394 Total debt 12,007 12,598 40 Table of Contents Factors Affecting Business Segment Net Sales The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows: Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Volume Price Currency Total (unaudited) (In percentages) Engineered Materials (6) 5 1 — Acetyl Chain — 18 1 19 Total Company (3) 11 1 9 Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Volume Price Currency Total (unaudited) (In percentages) Engineered Materials (3) 2 3 2 Acetyl Chain (3) 7 2 6 Total Company (3) 4 2 3 Consolidated Results Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Net sales increased $220 million, or 9%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher pricing in our Acetyl Chain segment, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; •higher pricing in our Engineered Materials segment, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and •a favorable currency impact from our Engineered Materials and Acetyl Chain segments, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar; partially offset by: •lower volume in our Engineered Materials segment, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information). Operating profit increased $45 million, or 19%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher Net sales across all of our segments; and •lower raw materials costs in our Engineered Materials segment, primarily driven by productivity initiatives and sourcing changes; partially offset by: •higher accelerated depreciation expense of $65 million during the three months ended June 30, 2026 in our Engineered Materials and Acetyl Chain segments, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units in our Engineered 41 Table of Contents Materials segment, and the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); •higher raw materials and sourcing costs in our Acetyl Chain segment, primarily for ethylene and methanol; •higher spending of $49 million in our Engineered Material segment, primarily as a result of higher inventory and turnaround costs at our Frankfurt polyoxymethylene ("POM") unit during the three months ended June 30, 2026; •higher spending of $48 million in our Acetyl Chain and Other Activities segments during the three months ended June 30, 2026, primarily as a result of increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment, as well as higher incentive compensation and merger and acquisition costs incurred in Other Activities; and •an unfavorable impact of $20 million to Other (charges) gains, net in our Acetyl Chain segment, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information). Equity in net earnings (loss) of affiliates decreased $18 million, or 62%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •a decrease in earnings from our Mylar Specialty Films strategic affiliate, primarily due to restructuring activities. Our effective income tax rate for the three months ended June 30, 2026 was 8% compared to (58)% for the same period in 2025. The change in the effective income tax rate for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to favorable tax items recorded in the prior-year period that did not recur in 2026, including net deferred tax benefits related to the relocation of certain intangible assets among wholly-owned foreign affiliates as part of the continued integration of global principal operations and a tax benefit associated with the settlement of German tax examinations for the 2008 through 2012 tax years. The higher rate also reflected unfavorable functional-currency tax impacts in certain jurisdictions during the current period. These effects were partially offset by favorable changes in the geographic mix of earnings in the current year and by reductions in valuation allowances on foreign tax credit carryforwards resulting from revised forecasts of foreign-sourced income and expenses during the applicable carryforward period. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Net sales increased $168 million, or 3%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher pricing in our Acetyl Chain segment, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; •higher pricing in our Engineered Materials segment, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and •a favorable currency impact from our Engineered Materials and Acetyl Chain segments, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar; partially offset by: •lower volume in our Engineered Materials and Acetyl Chain segments, primarily due to the completed sale of the Micromax® business in our Engineered Materials segment (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information), and decreased global demand in our Acetyl Chain segment. Operating profit increased $94 million, or 24%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher Net sales across all of our segments; 42 Table of Contents •a gain of $50 million in our Engineered Materials segment, recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and •lower raw materials costs in our Engineered Materials segment, primarily driven by productivity initiatives and sourcing changes; partially offset by: •higher accelerated depreciation expense of $85 million in our Engineered Materials and Acetyl Chain segments during the six months ended June 30, 2026, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units in our Engineered Materials segment, and the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); •higher spending of $73 million in our Other Activities and Acetyl Chain segments during the six months ended June 30, 2026, primarily related to higher incentive compensation and merger and acquisition costs in Other Activities segment, and increased plant operating and maintenance expenses and higher logistics costs in our Acetyl Chain segment; •higher raw materials costs in our Acetyl Chain segment, primarily for ethylene and methanol; and •an unfavorable impact of $10 million to Other (charges) gains, net in our Acetyl Chain and Engineered Materials segments during the six months ended June 30, 2026, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium in our Acetyl Chain segment, and partially offset by lower restructuring costs related to the Company-wide business optimization projects in our Engineered Materials segment (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information). Our effective income tax rate for the six months ended June 30, 2026 was 20% compared to (54)% for the same period in 2025. The higher effective income tax rate was primarily due to favorable tax items recorded in the prior-year period that did not recur in 2026, including net deferred tax benefits related to the relocation of certain intangible assets among wholly-owned foreign affiliates as part of the continued integration of global principal operations and a tax benefit associated with the settlement of German tax examinations for the 2008 through 2012 tax years. The higher rate also reflected unfavorable functional-currency tax impacts in certain jurisdictions during the current period. These effects were partially offset by favorable changes in the geographic mix of earnings in the current year and by reductions in valuation allowances on foreign tax credit carryforwards resulting from revised forecasts of foreign-sourced income and expenses during the applicable carryforward period. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. 43 Table of Contents Business Segments Engineered Materials Three Months Ended June 30, Change % Change Six Months Ended June 30, Change % Change 2026 2025 2026 2025 (unaudited) (In $ millions, except percentages) Net sales 1,446 1,442 4 0.3 % 2,771 2,729 42 1.5 % Net Sales Variance Volume (6) % (3) % Price 5 % 2 % Currency 1 % 3 % Other (charges) gains, net (8) (16) 8 50.0 % (15) (31) 16 51.6 % Gain (loss) on disposition of businesses and assets, net (1) (2) 1 50.0 % 47 2 45 2,250.0 % Operating profit (loss) 156 164 (8) (4.9) % 377 258 119 46.1 % Operating margin 10.8 % 11.4 % 13.6 % 9.5 % Equity in net earnings (loss) of affiliates 6 24 (18) (75.0) % 37 40 (3) (7.5) % Depreciation and amortization 144 114 30 26.3 % 251 223 28 12.6 % 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 June 30, 2026 Compared to Three Months Ended June 30, 2025 Net sales increased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher pricing for most of our products, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and •a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar; largely offset by: •lower volume, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information). Operating profit decreased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher spending of $49 million, primarily as a result of higher inventory and turnaround costs at our Frankfurt POM unit during the three months ended June 30, 2026; and •accelerated depreciation expense of $43 million, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units during the three months ended June 30, 2026; 44 Table of Contents partially offset by: •higher Net sales; and •lower raw materials costs, primarily driven by productivity initiatives and sourcing changes. Equity in net earnings (loss) of affiliates decreased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •a decrease in earnings from our Mylar Specialty Films strategic affiliate, primarily due to restructuring activities. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Net sales increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar; and •higher pricing for most of our products, primarily due to pricing actions implemented during the three months ended June 30, 2026, as well as a more favorable product mix; largely offset by: •lower volume, primarily due to the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information). Operating profit increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher Net sales; •a gain of $50 million recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); •lower raw materials costs, primarily driven by productivity initiatives and sourcing changes; and •a favorable impact of $16 million to Other (charges) gains, net, primarily due to lower restructuring costs related to the Company-wide business optimization projects during the six months ended June 30, 2026 (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); partially offset by: •higher accelerated depreciation expense of $45 million, primarily related to the announced closure of our facilities in Sakra, Singapore and Ulsan, South Korea, and optimization of the North American nylon 6,6 polymerization units during the six months ended June 30, 2026. 45 Table of Contents Acetyl Chain Three Months Ended June 30, Change % Change Six Months Ended June 30, Change % Change 2026 2025 2026 2025 (unaudited) (In $ millions, except percentages) Net sales 1,329 1,115 214 19.2 % 2,365 2,231 134 6.0 % Net Sales Variance Volume — % (3) % Price 18 % 7 % Currency 1 % 2 % Other (charges) gains, net (21) (1) (20) (2,000.0) % (30) (4) (26) (650.0) % Operating profit (loss) 237 153 84 54.9 % 332 314 18 5.7 % Operating margin 17.8 % 13.7 % 14.0 % 14.1 % Depreciation and amortization 86 64 22 34.4 % 167 125 42 33.6 % 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 June 30, 2026 Compared to Three Months Ended June 30, 2025 Net sales increased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; and •a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar. Operating profit increased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher Net sales; partially offset by: •higher raw materials and sourcing costs, primarily for ethylene and methanol; •accelerated depreciation expense of $22 million and an unfavorable impact of $20 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); and •higher spending of $11 million, primarily as a result of increased plant operating and maintenance expenses, and higher logistics costs during the three months ended June 30, 2026. 46 Table of Contents Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Net sales increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher pricing for most of our products globally, primarily due to regional supply dislocation, as well as higher raw materials and sourcing costs; and •a favorable currency impact, primarily resulting from a stronger euro and Chinese yuan relative to the U.S. dollar; partially offset by: •lower volume for some of our products, primarily related to decreased global demand. Operating profit increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher Net sales; partially offset by: •accelerated depreciation expense of $40 million and an unfavorable impact of $26 million to Other (charges) gains, net, primarily related to restructuring costs associated with the previously announced closure of our facility in Lanaken, Belgium (see Note 3 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information); •higher raw materials and sourcing costs, primarily for ethylene and methanol; and •higher spending of $28 million, primarily as a result of increased plant operating and maintenance expenses, and higher logistics costs during the six months ended June 30, 2026. Other Activities Three Months Ended June 30, Change % Change Six Months Ended June 30, Change % Change 2026 2025 2026 2025 (unaudited) (In $ millions, except percentages) Operating profit (loss) (117) (86) (31) (36.0) % (219) (176) (43) (24.4) % Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments. Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Operating loss increased for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher spending of $37 million, primarily related to higher incentive compensation and merger and acquisition costs incurred during the three months ended June 30, 2026; partially offset by: •a favorable currency impact. 47 Table of Contents Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Operating loss increased for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to: •higher spending of $45 million, primarily related to higher incentive compensation and merger and acquisition costs incurred during the six months ended June 30, 2026. Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of June 30, 2026, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $96 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations (see Covenants section below for further information). In addition, we held cash and cash equivalents of $1.4 billion as of June 30, 2026. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future. On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $493 million, subject to customary transaction adjustments. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information. In October 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We intend to permanently cease all manufacturing operations during the second half of 2026. We expect to incur additional exit and shutdown costs related to the closure of the facility of $60 million, including employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information. Our incurrence of debt to finance the purchase price for the M&M Acquisition increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with cost reduction initiatives, will support our deleveraging efforts over the next few years. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term. In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a more balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the sale of the Micromax® business described above, other opportunistic dispositions or monetization of other product or business lines or other assets. While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels. We continue to focus our near-term capital expenditures on required stewardship, maintenance, and productivity projects, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant was completed and began production activities during the three months ended December 31, 2025 and (2) the liquid crystal polymer ("LCP") facility is on schedule for completion in the second half of 2026. Our energy optimization productivity and greenhouse gas reduction project at our POM unit in Frankfurt, Germany is progressing on an extended schedule that aligns with our strategy for capital spending. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the third quarter of 2026 to align with demand. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers. 48 Table of Contents On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock. We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations. Cash Flows Cash and cash equivalents increased $101 million to $1.4 billion as of June 30, 2026 compared to December 31, 2025. As of June 30, 2026, $811 million of the $1.4 billion of cash and cash equivalents was held by our foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. •Net Cash Provided by (Used in) Operating Activities Net cash provided by operating activities decreased $162 million to $285 million for the six months ended June 30, 2026 compared to net cash provided by operating activities of $447 million for the same period in 2025, primarily due to: •unfavorable trade working capital of $396 million, primarily due to the timing of collections of trade receivables and inventory increases as a result of higher pricing and raw material costs, partially offset by timing of settlement of trade payables during the six months ended June 30, 2026; and •a decrease in earnings performance after noncash adjustments; partially offset by: •favorable changes in other operating assets and liabilities of $275 million, primarily due to the timing of collections and settlements during the six months ended June 30, 2026. •Net Cash Provided by (Used in) Investing Activities Net cash provided by investing activities increased $552 million to $366 million for the six months ended June 30, 2026 compared to net cash used in investing activities of $186 million for the same period in 2025, primarily due to: •a cash inflow of $493 million related to sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and •a decrease of $67 million in capital expenditures during the six months ended June 30, 2026. •Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities increased $478 million to $549 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $71 million for the same period in 2025, primarily due to: •a decrease in proceeds from long-term debt, primarily due to the March 2025 Offering (defined below), of $2.6 billion during the six months ended June 30, 2025, which did not recur in the current year, and a decrease in proceeds of $119 million from our various long-term China working capital and term loans; 49 Table of Contents partially offset by: •a decrease in repayments of long-term debt, primarily due to the March 2025 Tender Offers (defined below) of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $400 million of the March 2022 U.S. Term Loan Credit Facility (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, during the six months ended June 30, 2025, which did not recur in the current year, partially offset by the redemption of the 4.777% Notes (defined below), and repayment of certain long-term China working capital loans during the six months ended June 30, 2026; and •a decrease in debt refinancing costs paid of $73 million during the six months ended June 30, 2025, which did not recur in the current year. Debt and Other Obligations •Senior Credit Facilities In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025. In August 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings. The U.S. Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors"). Certain of our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities"). Celanese (Shanghai) International Trading Co., Ltd ("CSIT") entered into a revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility") which bears interest at a fixed rate. This revolving credit facility was fully repaid on January 13, 2026. Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") and CSIT entered into various working capital and term loans (the "China Working Capital and Term Loans") that bear interest at floating or fixed interest rates and expire on various dates beginning December 2026 through April 2031. During the three and six months ended June 30, 2026, CNCC and CSIT entered into four such agreements, with a combined borrowing capacity of CNY100 million and CNY1.8 billion, respectively. The China Working Capital and Term Loans have an outstanding balance of $614 million as of June 30, 2026. In April 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of June 30, 2026. We expect the China Credit Facilities will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate. •Senior Notes In March 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in aggregate principal amounts of €750 million and $1.8 billion (the "March 2025 Offering"). In addition, in March 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers"). The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness and (iii) to pay related fees and expenses. 50 Table of Contents Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the six months ended June 30, 2025. In December 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering"). In addition, in December 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers"). The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay other outstanding indebtedness and (iii) pay related fees and expenses. On June 25, 2026, Celanese U.S. redeemed all of its outstanding 4.777% unsecured senior notes due 2026 ("4.777% Notes") at a redemption price of 100% of the face amount for a total principal payment of $508 million plus accrued interest of $25 million. Cash on hand was used to fund the redemption. On August 5, 2026, Celanese U.S. repaid in full all of its outstanding 1.400% unsecured senior notes due on August 5, 2026 ("1.400% Notes") for a total principal payment of $400 million plus accrued interest of $3 million. Cash on hand was used to fund the repayment. There have been no material changes to our debt or other obligations described in our 2025 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements. •Accounts Receivable Purchasing Facility On May 22, 2026, 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, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "U.S. SPE") and certain global financial institutions ("U.S. Purchasers"). We de-recognized $738 million and $1.5 billion of accounts receivable under this agreement for the six months ended June 30, 2026 and year ended December 31, 2025, respectively, and collected $693 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $124 million were pledged by the U.S. SPE as collateral to the U.S. Purchasers as of June 30, 2026. On July 31, 2026, we entered into a receivables purchase and financing agreement (the "European Receivables Purchase and Financing Agreement") and established an accounts receivable purchasing and financing facility among certain of our European subsidiaries, a wholly-owned, "bankruptcy remote" special purpose subsidiary (the "EU SPE") and certain global financial institutions. The European Receivables Purchase and Financing Agreement permits the EU SPE to either sell or borrow against certain receivables until July 31, 2028. Under the European Receivables Purchase and Financing Agreement, sales of accounts receivable from the EU 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 such accounts receivable to the EU SPE. Borrowings against the receivables are not treated as sales and, as a result, are retained on our unaudited consolidated balance sheets. We and related subsidiaries have no continuing involvement in the accounts receivable sold, other than collection and administrative responsibilities and such accounts receivable are no longer available to satisfy our creditors or the related subsidiaries. The sales are transacted at 100% of the face value of the relevant accounts receivable, resulting in derecognition of such accounts receivables from our unaudited consolidated balance sheets. On July 31, 2026, we sold $88 million of receivables under the European Receivables Purchase and Financing Agreement. •Factoring and Discounting Agreements We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $350 million and $717 million of accounts receivable under these factoring agreements for the six months ended June 30, 2026 and year ended December 31, 2025, respectively, and collected $359 million and $724 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 $42 million and $82 million from the accounts receivable transferred under the Master Discounting Agreements for the six months ended June 30, 2026 and year ended December 31, 2025, respectively. 51 Table of Contents Covenants Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. 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. On July 31, 2026, and during the year ended December 31, 2025, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants. We are in compliance with the covenants in our material financing arrangements as of June 30, 2026. We expect to remain in compliance with such covenants over the twelve-month required evaluation period subsequent to the date of this filing based on current market conditions and our current expectation of future results of operations and cash generation. However, should our actual future results of operations and cash generation differ materially from our expectations, we may be required to seek an amendment to or waiver of any impacted covenants, or pursue other mitigation strategies. See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. 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 7 - 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 Facilities (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 Facilities, 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 Facilities, 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. 52 Table of Contents Six Months Ended June 30, 2026 (In $ millions) (unaudited) Net sales to third parties 874 Net sales to non-guarantor subsidiaries 143 Total net sales 1,017 Gross profit (82) Earnings (loss) from continuing operations (346) Net earnings (loss) (348) Net earnings (loss) attributable to the Obligor Group (348) As of June 30, 2026 As of December 31, 2025 (In $ millions) (unaudited) Receivables from non-guarantor subsidiaries 2,797 1,176 Other current assets 2,667 2,503 Total current assets 5,464 3,679 Goodwill 536 536 Other noncurrent assets 6,748 6,620 Total noncurrent assets 7,284 7,156 Current liabilities due to non-guarantor subsidiaries 10,641 8,384 Current liabilities due to affiliates 4 5 Other current liabilities 1,719 1,666 Total current liabilities 12,364 10,055 Noncurrent liabilities due to non-guarantor subsidiaries 2,320 1,810 Other noncurrent liabilities 11,190 11,784 Total noncurrent liabilities 13,510 13,594 Share Capital On July 15, 2026, 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 August 10, 2026 to holders of record as of July 28, 2026. As indicated above, as part of our deleveraging efforts, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a more balanced capital allocation strategy. There have been no material changes to our share capital described in our 2025 Form 10-K other than those disclosed above and in Note 10 - 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 2025 Form 10-K. Tax Return Audits Our tax returns for the years 2013 through 2015 have been subject to audit by the tax authorities in the United States, the Netherlands and Germany (collectively, the "Tax Authorities"). The Company and the Tax Authorities did not reach a joint resolution, and the audits proceeded on a jurisdiction by jurisdiction basis. We have concluded settlement discussions with the Dutch and German tax authorities related to transfer pricing matters for the applicable periods. During the first quarter of 2026, we reached a resolution with the U.S. Internal Revenue Service (the "IRS") with respect to joint audit matters, as well as certain 53 Table of Contents other transfer pricing issues for subsequent years through 2020. We expect to finalize the administrative resolution with the IRS prior to the end of 2026. The audit by the U.S. tax authorities for the years 2016 through 2020 is in the data gathering phase. During the first quarter of 2025, we initiated settlement discussions with the German tax authorities regarding certain matters related to the audit for periods after 2007. In the second quarter of 2025, the Company concluded settlement discussions with respect to the 2008 through 2012 tax years. We will record the impacts of any additional audit settlements in income tax expense in the period in which such settlements are finalized. Based on information currently available, we do not expect any additional material impacts to the unaudited interim consolidated statements of operations. As of June 30, 2026, 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 governmental 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 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information. Business Environment During the three months ended June 30, 2026, demand in the Western Hemisphere was supported by sequential seasonal improvement but remained overall muted in key end markets, including automotive, paints and coatings and construction, reflecting ongoing global macroeconomic weakness. Supply chain dislocations drove raw material and energy inflation, resulting in price escalation across the value chain particularly in Europe. We continue to identify and execute actions that aim to improve earnings, accelerate deleveraging and drive long‑term shareholder value. 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 2025 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2025 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.
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 2025 Form 10-K. See also Note 12 - Derivative Financial Instruments in the…
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 2025 Form 10-K. See also Note 12 - 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. 54 Table of Contents
Read original filing text →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 comp…
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 9 - Environmental and Note 14 - 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 2025 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for certain risk factors relating to these legal proceedings.
Read original filing text →In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2025 Form 10-K.
In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2025 Form 10-K.
Read original filing text →