Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt

Debt

	As of December 31,
	2025	2024
	(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	1,114	1,393
Short-term borrowings, including amounts due to affiliates(1)	47	53
Revolving credit facilities(2)	43	55
Total	1,204	1,501

______________________________

(1)The weighted average interest rate was 2.2% and 2.1% as of December 31, 2025 and 2024, respectively.

(2)The weighted average interest rate was 3.1% and 3.1% as of December 31, 2025 and 2024, respectively.

	As of December 31,
	2025	2024
	(In $ millions)
Long-Term Debt
Senior unsecured notes due 2025, interest rate of 1.250%	—	311
Senior unsecured notes due 2025, interest rate of 6.050%	—	1,000
Senior unsecured notes due 2026, interest rate of 5.277%(1)	526	1,040
Senior unsecured notes due 2026, interest rate of 1.400%	400	400
Senior unsecured notes due 2027, interest rate of 2.125%	587	518
Senior unsecured notes due 2027, interest rate of 6.665%(1)	554	2,000
Senior unsecured term loan due 2027(2)	—	880
Senior unsecured notes due 2028, interest rate of 0.625%	587	519
Senior unsecured notes due 2028, interest rate of 6.850%(1)	746	1,000
Senior unsecured notes due 2029, interest rate of 5.587%(1)	588	519
Senior unsecured notes due 2029, interest rate of 6.830%(1)	750	750
Senior unsecured notes due 2030, interest rate of 6.500%	700	—
Senior unsecured notes due 2030, interest rate of 7.050%(1)	999	999
Senior unsecured notes due 2031, interest rate of 7.000%	600	—
Senior unsecured notes due 2031, interest rate of 5.000%	881	—
Senior unsecured notes due 2032, interest rate of 6.879%(1)	1,000	1,000
Senior unsecured notes due 2033, interest rate of 7.200%(1)	1,000	1,000
Senior unsecured notes due 2033, interest rate of 6.750%	1,100	—
Senior unsecured notes due 2034, interest rate of 7.375%	800	—
Pollution control and industrial revenue bonds due at various dates through 2030(3)	85	126
Bank loans due at various dates through 2030(4)	582	320
Obligations under finance leases due at various dates through 2054	129	145
Subtotal	12,614	12,527
Unamortized deferred financing costs(5)	(106)	(56)
Current installments of long-term debt	(1,114)	(1,393)
Total	11,394	11,078

______________________________

(1)In November 2024, S&P Global Ratings downgraded the Company's credit rating and on February 12, 2025, Moody's Ratings downgraded the Company's credit rating, which together had the effect of increasing interest rates by 50 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.

On November 17, 2025, S&P Global Ratings downgraded the Company's credit rating and on November 25, 2025, Moody's Ratings downgraded the Company's credit rating, which together will have the effect of increasing interest rates for certain senior unsecured notes by an additional 50 basis points, effective on various dates beginning January 15, 2026 through May 15, 2026.

(2)Consisted of a $1.0 billion senior unsecured term loan credit agreement entered into in March 2022 (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and a $1.0 billion senior unsecured term loan credit agreement entered into in November 2024 (the "November 2024 U.S. Term Loan Credit Facility"). The interest rate on the March 2022 U.S. Term Loan Credit Facility was 6.047% as of December 31, 2024. Both facilities were fully repaid and terminated as of December 31, 2025.

(3)Interest rates range from 4.1% to 4.3% and 4.1% to 5.0% as of December 31, 2025 and 2024, respectively.

(4)The weighted average interest rate was 2.4% and 2.8% as of December 31, 2025 and 2024, respectively.

(5)Related to the Company's long-term debt, excluding obligations under finance leases.

Senior Credit Facilities

On August 11, 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, which replaced the existing U.S. revolving credit facility. 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 the Company's U.S. assets and business operations (the "Subsidiary Guarantors"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility were guaranteed by Celanese and the Subsidiary Guarantors prior to being fully repaid and terminated as of December 31, 2025.

Certain of the Company's subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities") as follows:

Subsidiary	Maturity	Borrowing Capacity		Interest Rate	As of December 31, 2025
		(In CNY millions)		(In percentages)	(In CNY millions)	(In $ millions)
Celanese (Shanghai) International Trading Co., Ltd ("CSIT")	January 13, 2026	550	(1)	2.700	300	43
Celanese (Nanjing) Chemical Co., Ltd. ("CNCC")	December 25, 2026	800	(2)	2.340	800	114
CNCC	June 17, 2027	200	(2)	2.340	170	25
CNCC	June 28, 2027	800	(2)	2.340	680	97
CNCC	December 21, 2027	500	(3)	2.440	450	64
CNCC	March 6, 2028	750	(2)	2.340	722	103
CNCC	June 9, 2028	1,000	(2)	2.350	872	125
CNCC	July 3, 2028	300	(2)	2.340	300	43
Total					4,294	614

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(1)Revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility"), which bears interest at a fixed rate and is classified as current in the consolidated balance sheets. The CSIT Revolving Credit Facility was fully repaid on January 13, 2026.

(2)Senior unsecured working capital loan bearing interest at certain floating interest rates.

(3)Senior unsecured working capital loan bearing interest at a fixed interest rate.

On April 11, 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 December 31, 2025.

On October 20, 2025, CNCC entered into a CNY300 million working capital loan expiring three years from the drawdown date. No draws were initiated as of December 31, 2025.

The Company expects the China Credit Facilities will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.

The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows:

	As of December 31, 2025
	(In $ millions)
U.S. Revolving Credit Facility
Borrowings outstanding	—
Available for borrowing	1,750
China Revolving Credit Facilities
Borrowings outstanding	43
Available for borrowing	50

Senior Notes

The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.

On December 17, 2025, Celanese U.S. completed a public offering registered under the Securities Act of senior unsecured notes as follows (collectively, the "December 2025 Offering"):

Maturity Date	Aggregate Principal Amount Issued	Offering Price	Interest Rate
	(In millions)
February 15, 2031	$600	100.000%	7.000%
February 15, 2034	$800	100.000%	7.375%

Deferred financing costs related to the December 2025 Offering were $38 million and are being amortized to Interest expense in the consolidated statements of operations over the terms of the applicable notes.

On December 17, 2025, Celanese U.S. completed cash tender offers (the "December 2025 Tender Offers") as follows:

Maturity Date	Aggregate Principal Amount Tendered	Purchase price per $1,000 principal amount	Total Tender Offer Consideration
	(In millions)		(In millions)
July 15, 2027	$946	$1,037.50	$981
November 15, 2028	$254	$1,055.00	$268

The net proceeds from the December 2025 Offering were used (i) to fund the December 2025 Tender Offers, (ii) to repay the outstanding borrowings under the March 2022 U.S. Term Loan Credit Facility and (iii) to pay related fees and expenses.

Fees and expenses related to the December 2025 Tender Offers of $36 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the consolidated statements of operations for the year ended December 31, 2025.

On March 14, 2025, Celanese U.S. completed a public offering registered under the Securities Act of senior unsecured notes as follows (collectively, the "March 2025 Offering"):

Maturity Date	Aggregate Principal Amount Issued	Offering Price	Interest Rate
	(In millions)
April 15, 2030	$700	100.000%	6.500%
April 15, 2031	€750	100.000%	5.000%
April 15, 2033	$1,100	100.000%	6.750%

Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the consolidated statements of operations over the terms of the applicable notes.

On March 21, 2025, Celanese U.S. completed cash tender offers (the "March 2025 Tender Offers") as follows:

Maturity Date	Aggregate Principal Amount Tendered	Purchase price per $/€1,000 principal amount	Total Tender Offer Consideration
	(In millions)		(In millions)
July 19, 2026	€552	€1,026.68	€567
July 15, 2027	$500	$1,031.10	$516

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, including a portion of the March 2022 U.S. Term Loan Credit Facility, borrowings under the U.S. Revolving Credit Facility and the 6.050% senior unsecured notes due March 15, 2025, and (iii) to pay related fees and expenses.

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 consolidated statements of operations for the year ended December 31, 2025.

Principal payments scheduled to be made on the Company's debt, including short-term borrowings, are as follows:

	As of December 31, 2025
	(In $ millions)
2026	1,204
2027	1,357
2028	1,564
2029	1,356
2030	1,800
Thereafter	5,423
Total	12,704

Accounts Receivable Purchasing Facility

On June 13, 2025, 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 17, 2026. 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 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's

consolidated balance sheets. The Company de-recognized $1.5 billion and $1.5 billion of accounts receivable under this agreement for the years ended December 31, 2025 and 2024, respectively, and collected $1.5 billion and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $92 million were pledged by the SPE as collateral to the Purchasers as of December 31, 2025.

Factoring and Discounting Agreements

The Company has factoring agreements in Europe, Japan and Singapore with financial institutions to sell 100%, 100% and 90% 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 100% 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 $717 million and $700 million of accounts receivable under these factoring agreements for the years ended December 31, 2025 and 2024, respectively, and collected $724 million and $640 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 $82 million and $100 million from the accounts receivable transferred under the Master Discounting Agreements for the years ended December 31, 2025 and 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 U.S. Revolving Credit Facility, the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the existing U.S. Revolving Credit Facility, 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.

During the years ended December 31, 2025 and 2024, the Company amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.

The Company is in compliance with the covenants in its material financing arrangements as of December 31, 2025.

Due to scheduled step downs of the required consolidated leverage ratio under the U.S. Revolving Credit Facility taking effect beginning in the first quarter of 2026, the Company believes it may be unable to comply with the consolidated leverage ratio in its current form within the twelve-month period subsequent to the date of this filing unless it is able to implement sufficient mitigation strategies. Such strategies include, but are not limited to, amending the outstanding U.S. Revolving Credit Facility consistent with prior similar amendments the Company has obtained over the past several years, obtaining a waiver of the default, replacing the U.S. Revolving Credit Facility with a new revolving credit facility, consummating additional divestiture opportunities, and/or reducing operating costs. Implementation of such strategies may increase the Company's borrowing costs under existing material financing arrangements. If the Company is not able to implement sufficient mitigating strategies and is therefore not able to comply with the consolidated leverage ratio, the lenders under the U.S. Revolving Credit Facility could elect to terminate the facility. As of the date of this filing, the U.S. Revolving Credit Facility has no outstanding borrowings. The Company currently does not expect to draw on the U.S. Revolving Credit Facility to fund its operations or financial obligations within the twelve-month period subsequent to the date of this filing and expects to have sufficient liquidity available to meet its operational and capital investment needs and financial obligations for the foreseeable future.