CE 10-K & 10-Q changes, risk factors and insider trading

The following risks could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock or outstanding senior notes could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Additionally, some of the factors,disclosures events,in this section reflect our beliefs and contingenciesopinions discussedas belowto mayfactors havethat occurredcould materially and adversely affect us in the past,future. References to past events are provided by way of example only and the disclosures below are not representationsintended to be a complete listing or a representation as to whether or not thesuch factors, events or contingenciesfactors have occurred in the past,past butor aretheir provided because future occurrenceslikelihood of suchoccurring factors,in events,the or contingencies could have a material adverse effect.future. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this Form 10-K, including in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and the accompanying consolidated financial statements and notes thereto.

We operate globally and have customers in many countries. Our major facilities are primarily located in North America, Europe and Asia, and we hold interests in affiliates that operate in the United States ("U.S."), Germany, China, Japan, South Korea and Saudi Arabia. Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world marketindex prices. Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including demand declines, declines in consumer and business confidence, fluctuating commodity prices and interest rates, cost inflation, instability in credit markets, volatile exchange rates and other challenges such as the changing regulatory environment.

Our operations are also subject to global political conditions, which may be subject to heightened uncertainty as a result of changes in governmental administration in the jurisdictions in which we operate and elsewhere.uncertainty. For example, any future changes to laws or regulations, withdrawal or renegotiation of treaties or trade agreements, or the failure to reach agreement over trade agreements,matters, or the imposition of new or increased tariffs, including, but not limited to, anti-dumping and countervailing duties, on our products or raw materials, or the more aggressive prosecution of trade disputes with countries like China, may increase costs or reduce profitability, or adversely affect our ability to operate our business and execute our growth strategy. In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and repatriate earnings through foreign legal systems. In certain foreign jurisdictions our operations are subject to nationalization and expropriation risk and some of our contractual relationships within these jurisdictions are subject to cancellation without full compensation for loss. Furthermore, in certain cases where we benefit from local government subsidies or other undertakings, such benefits are subject to the solvency of local government entities and are subject to termination without meaningful recourse or remedies.

We have invested significant resources in China and other Asian countries. This region's growth may continuenot tobe slow,as anticipated, or trade flows could be negatively impacted, and we may fail to realize the anticipated benefits associated with our investment there and, consequently, our financial results may be adversely impacted.

Like many companies, in recent years, we have experienced significant supply disruptions and increased costs of inputs. These trends have impacted, and may in the future impact, our operating costs. We have previously undertaken efforts to offset these costs through pricing actions, alternative supply arrangements, and hedging strategies, however, these have not eliminated all exposure to inflationary pressure. We cannot always successfully pass increased costs to customers, and even where we are successful, increased prices have led to and could lead to reduced demand for our products or could result in competitive disadvantages.

•The direct or indirect effect of governmental regulation (including the impact of government regulation relating to duties (e.g., tariffs) or other trade barriers, power usage, climate change or regulation of production and transport of certain chemicals).

A disruption in production at one or more of our manufacturing facilities, or those of our suppliers, could have a material adverse effect on our business. Disruptions or interruptions of operations could occur for many reasons, including fire, flood, hurricanes, natural disasters, severe weather, unplanned maintenance or other manufacturing problems, public health crises, disease, geopolitical events, strikes or other labor unrest, transportation interruption, government regulation, political unrest or terrorism, accidents, interruptions in sources of raw materials, cybersecurity incidents, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East), other catastrophic events, or other unforeseen events or delays in construction or operation of facilities. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance.

We have experienced disruptions of the type described above in recent years. For example, in 2024, concurrent outages by two of our suppliers of critical raw materials for production of acetic acid and subsequent production of VAM at our U.S. gulf coast sites led to the declaration of force majeure for these products sold in the Western Hemisphere. Additionally, we proactively and temporarily shut down one or more of our Texas production facilities during Winter Storm Uri in February 2021 and Hurricane Laura in August 2020, each of which instances resulted in lost sales and impacted our financial results for the relevant quarter.

We may continue to experience difficulties orand delays achieving the intended benefits from acquiring the M&M Business.

In November 2022, we completed the acquisition of the Mobility & Materials business ("M&M Business") of DuPont.DuPont de Nemours, Inc. (the "M&M Acquisition"). Since closing, we have actively worked, and continue to actively work, to integrate the M&M Business and its systems into our own and improve the performance of the M&M Business. The benefits of the M&M Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. Since closing we have also worked, and continue to actively work, to integrate the M&M Business and its systems into our own. For example, in February 2024 we incorporated the M&M Business into the new enterprise resource planning ("ERP") system used by the Company. As we work to further integrate technology, information and ERP systems, financial reporting and commercial activities, it is possible that we may encounter unanticipated delays, costs or inefficiencies in connection with our continuing efforts to integrate the M&M Business.

If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize in the amounts or on the timing we expect, or if we are not as successful as we plan at aligning our and the M&M Business's practices and operations, then our business, financial performance and operating results could be adversely affected.

Failure to develop new productsproducts, product applications, and production technologies, or to implement productivity and cost reduction initiatives successfully,technologies may harm our competitive position.

Our operating results depend significantly on the development of commercially viable new products, product grades and applications, as well as improving process technologies. If we are unsuccessful in developing new products, applications and improved production processes in the future, including failing to leverage our opportunity pipeline in our Engineered Materials segment, our competitive position and operating results may be negatively affected. However, as we invest in new technology, we face the risk of unanticipated operational or commercialization difficulties, including an inability to obtain necessary permits or governmental approvals, the development of competing technologies, failure of facilities or processes to operate in accordance with specifications or expectations, construction delays, cost overruns, the unavailability of financing, required materials or equipment and various other factors. Likewise, we have undertaken and are continuing to undertake initiatives in all of our business segments to improve productivity and performance and to generate cost savings. These initiatives, which may be limited or offset by, among other things, contractual obligations, may not be completed or beneficial or the estimated cost savings from such activities may not be realized.

Our products provide important performance attributes to our customers' products. IfIn the event that one of our products fails to perform in a manner consistent with applicable quality specifications, customers have previously sought and a customer could in the future seek replacement of the product or damages for costs incurred as a result of the product failing to perform as specified. A successful claim or series of claims against us could have a material adverse effect on our reputation, financial condition and results of operations and could result in a loss of one or more key customers.

These operating and other risks canhave previously caused and could in the future cause personal injury, property damage, third-party damages and environmental contamination, and may result in the shutdown of affected facilities and the imposition of civil or criminal penalties. The occurrence of any of these events may disrupt production and have a negative effect on the productivity and profitability of a particular manufacturing facility, our operating results and cash flows.

We may incur significant charges or experience other significant risks and uncertainties in the event we close or divest all or part of a manufacturing plant or facility andor engage in other divestitures that introduce significant risks and uncertainties.divestitures.

We periodically assess our manufacturing operations in order to manufacture and distribute our products in the most efficient manner. Based on our assessments, we may make capital improvements to modernize certain units, move manufacturing or distribution capabilities from one plant or facility to another plant or facility, discontinue manufacturing or distributing certain products or close or divest all or part of a manufacturing plant or facility. We also have shared services agreements at several of our plants and if such agreements are terminated or revised, we would assess and potentially adjust our manufacturing operations. The intended closure of our facility in Mechelen,Lanaken, Belgium, resulted in charges during fiscal 2024 andBelgium is expected to result in chargescharges, including employee termination costs, of $140 million through fiscal 2028.2027. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. Additionally,In addition, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets.assets, Divestituressuch as our completed divestiture of the Micromax® business. Such actions involve significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, loss of key employees, renegotiation or termination of key business relationships, retention of certain liabilities related to the divested business or other assets and indemnification or other post-closing claims. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information.

We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. Our joint ventures require us to work cooperatively with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. Additionally,In addition, our partners may be unable or unwilling to meet their economic or other obligations to the joint ventures, which could negatively impact them. If these risks cause the joint ventures to fail to achieve their desired operating performance, our results of operations could be adversely affected.

We have been and will continue to be subject to advanced and persistent threats in the areas of information and operational technology security and fraud. We rely on information and operational technology systems, including tools that utilize artificial intelligence, to conduct our business. We seek to prevent unauthorized access, maintain the confidentiality and the integrity of our information and operational technology systems and strive to detect and investigate any cybersecurity incidents that may occur, however in some cases we might be unaware of a particular incident or its magnitude and effects. We may face increased information technology security, continuity and fraud risks due in part to our business efforts to digitize certain operations at our manufacturing sites to increase efficiencies and to our continued reliance on many employees working remotely part of the time, which may create additional information security vulnerabilities and/or magnify the impact of any disruption in information technology systems. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Many tools and resources we use integrate or will integrate some form of artificial intelligence, which has the potential to result in bias, miscalculations, data errors, intellectual property infringement and other unintended consequences. Artificial intelligence technologies may also be used by adversaries to enable new or augment existing attack techniques, tactics and protocols. Additionally,In addition, we may be exposed to unauthorized access or operational interruptions to our information or operational technology systems through undetected vulnerabilities in our service providers' information systems or software. These risks may be heightened as a result of our ongoing efforts to integrate the M&M Business's technology environment with our own. It may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. These factors may inhibit our ability to provide prompt, full, and reliable information about the incident to our customers, partners, regulators, and the public.

The declaration, payment, and amount of any dividends, and/or the decision to purchase common stock under our share repurchase programs, are subject to the sole discretion of our Board of Directors and, in the context of our capital allocation strategy, will depend upon many factors, including our financial condition, operating results, cash flows, relevant prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements, and other factors that our Board of Directors may deem relevant, and there can be no assurances that we will continue to pay a dividend or repurchase shares of our common stock in the future. 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, on November 4, 2024, we announced our intent to reducereduced our quarterly dividend by approximately 95 percent95% beginning in the first quarter of 2025. We plan to continue to evaluate our dividend policy, taking into account our ability to return to a balanced capital allocation strategy. Any further reduction or elimination of our dividends could adversely affect the price of our common stock.

We are subject to extensive international, national, state, local and other laws and regulations. Failure to comply with these laws, including antitrust, anticorruption and sanctions laws, rules, regulations or court decisions, could expose us to fines, penalties and other costs. Although we have implemented policies, procedures and employee training designed to promote compliance with these laws, rules, regulations and court decisions, there can be no assurance that our employees and business partners and other third parties acting on our behalf will comply with these laws, rules, regulations and court decisions, which could result in fines, penalties and costs and damage to our business reputation. For example, in July 2020 we announced that we had reachedsettled a finalEuropean settlement of $92 million with respect to aCommission competition law investigation byinvolving thecertain Europeanof Commissionour basedsubsidiaries onand three other companies related to certain past ethylene purchases by certain subsidiaries of the Company.purchases. Shell Chemicals Europe, anothercertain groupRepsol entities represented by Stichting Ethylene Claims ("Stichting"), TotalEnergies, OMV, Borealis, LyondellBasell, and more recently, Stichting, on behalf of corporateVersalis claimants, and, most recently, TotalEnergies Petrochemicals & Refining SAentities, have each filed separate claims for damages with the District Court of Amsterdam against four companies, including the Company,Celanese, arising from those activities. BASFPreliminary SEhearings hashave been held in certain of these matters. With respect to the Stichting Repsol claims, a ruling on the initial phase, which phase is related to liability and not monetary damages, could be received in the first quarter of 2026, but we do not expect that such ruling would include a damages award or conclude the matter. BASF, Dow, ExxonMobil, BP, MOL Group and Braskem have filed a similar claimclaims against Celanese in the Court of Munich, Germany, and Dow filed a second claim against Celanese and others in the Court of Dortmund, Germany. In sum, 11 new claims were filed against Celanese and other ethylene purchasers in 2025 and early 2026, and we anticipate that new or existing claimants may assert additional claims or seek additional damages associated with the 2020 European Commission settlement. We expect additional hearings will take place and briefings will be filed in 2026. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

Moreover, changes in laws or regulations, including the more aggressive enforcement of such laws and regulations, such as unexpected changes in regulatory requirements (including trade compliance requirements), or changes in reporting requirements of the U.S., Canadian, Mexican, German, EU or Asian governmental agencies, could increase the cost of doing business in these regions.regions or delay or restrict our collection of accounts receivable. In addition, enforcement of environmental or other governmental policy may result in plant shut downs or significantly decreased production, such as in China on high pollution days. Any of these types of conditions, including the failure to obtain or maintain operating permits for our business, may have an effect on our business and financial results as a whole and may result in volatile current and future prices for our products and raw materials. See Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information.

New or revised governmental regulations, independent studies or consumer or societal perceptions relating to the effect of our products on health, safety or the environment may affect demand for our products and the cost of producing our products. In addition, products we produce, including VAM, formaldehyde, polymers derived from formaldehyde and acetaldehyde, may be classified and labeled in a manner that would adversely affect demand for such products. For example, in 2019 the EPA designated formaldehyde as a high-priority substance under the Toxic Substances Control Act ("TSCA") and the substance is currently undergoing a multi-step review process. In December 2024, the EPA issued its final risk evaluation of certain uses of formaldehyde under the TSCA. WeIn anticipateDecember that, consistent with the TSCA,2025, the EPA released an Updated Draft Risk Calculation Memorandum for Formaldehyde for public comment. EPA anticipates that it will develop a draft risk management plan that is expected to be released by early summer 2026 for public comment in approximately 12 months.comment.

Greenhouse gas ("GHG") emissions have become the subject of significant international, national, regional, state and local attention. For example, the EPA, SEC, and European Commission have promulgated or proposed extensive rules concerning reporting of GHG emissions. The European Commission has also embarked on the European Green Deal initiative with the goal of making the EU carbon neutral by 2050, including an interim goal of 90% reduction by 2040, which is leading to additional statutory and regulatory requirements. In addition, regulation of greenhouse gas also could occur pursuant to future treaty obligations, statutory or regulatory changes or new climate change legislation intended to reduce or mitigate the effects of GHG emissions. Compliance with such legislation, regulation and accords and the associated potential cost is complicated by the fact that various countries and regions are following different approaches and standards to the regulation of climate change.

Physical impacts that could be associated with climate change, such as increased frequency and severity of hurricanesfires, anddroughts, hurricanes, floods and impactother weather events and impacts on sea levels, as well as other catastrophic events, may also impact our facilities and operations and those of our key suppliers. A number of our sites are located in areas that are exposed to weather events and changing sea levels (such as the Texas Gulf Coast) and that have been impacted by hurricanes and other weather events in the past as described elsewhere in these risk factors. To the extent climate change exacerbates these threats, our operations and supply chains could experience increased levels of disruptions and added costs.

Additionally,In addition, increased social, legislative and regulatory focus on climate change and other sustainability matters as well as customer demand for responsibly manufactured products could lead to changes in the behavior of our customers or their end-customers, and could result in reduced customer demand for products made from materials that are perceived to be significant contributors to greenhouse gas emissions and global climate change. We may fail to accurately react to these trends and refine our product offerings through innovation, or we may not be able to fully address these concerns through changes in manufacturing methods or use of more sustainable materials and processes, which could result in reduced demand for our products.

Our aspirations, goals,aspirations and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks.

We have developed and publicized, and expect to continue to establish, goals, targets, aspirations, and other objectives related to sustainability matters. These include a GHG intensity reduction target and other environmental targets. Such statements reflect our current plans at the time they are made, and do not constitute a guarantee that they will be achieved. Our ability to track and meet these goals depends on future innovations and technology and the availability of accurate reporting methods. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, aspirations and objectives could expose us to operational, reputational, financial, legal, and other risks. Our ability to achieve any stated goal, target, or objective is and will be subject to numerous factors and conditions, many of which are outside of our control, such as evolving regulatory or quasi-regulatory sustainability standards, the ability of suppliers to meet our sustainability and other standards, differing requirements and the pace of changes in technology.

We may face increased scrutiny from the investment community, other stakeholders, regulators, and the media related to our sustainability activities, including the goals, targets, aspirations and objectives that we announce, and our methodologies and timelines for pursuing them. If our sustainability practices do not meet regulator, investor or other stakeholder expectations and standards, which continue to evolve and may be conflicting, our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, or as an acquirer could be negatively impacted, or we could become the target of litigation, investigations or other proceedings initiated by government authorities or private actors, which could in turn adversely impact our business and results of operations. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, aspirations and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines that we announce, or at all, could have the same negative impacts, as well as expose us to government enforcement actions and private litigation. Even if we achieve the goals, targets, aspirations and objectives we set, we may not realize all of the benefits expected at the time they were established.

For example, the Organization of Economic Cooperation and Development (the "OECD"), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting initiatives, which focus on a number of issues, including (i) the shifting of profits among affiliated entities located in different tax jurisdictions and (ii) a global minimum tax of at least 15% of adjusted financial statement income, applied on a country-by-country basis, applicable to multinational groups with annual revenue of EUR750 million or more. The adoption of such changes is contingent upon the independent actions of participating countries to enact implementing domestic legislation. Countries where we do business, including several EU member states, have either implemented, or are in the process of implementing, the 15% global minimum tax into domestic legislation. Consistent with a joint statement from the United States and G7 countries that was issued in June 2025, on January 5, 2026, the OECD released a "side-by-side" safe harbor from the global minimum tax rules that, if enacted into local law in the relevant jurisdiction, would establish a new side‑by‑side safe harbor under which U.S.‑parented groups may, for fiscal years starting in 2026, elect to be exempt from certain elements of the global minimum tax, particularly the "income inclusion rule" and the "undertaxed profits rule." The effect of this "side-by-side" safe harbor will ultimately depend on whether, when and how individual jurisdictions implement the "side-by-side" safe harbor into domestic law, and there is significant uncertainty regarding scope, timing and consistency of such implementation.

Our tax returns have been under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany. In September 2021, we received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The relevant tax authorities also proposed to apply these adjustments to open tax years through 2019. We were unable to reach an agreement with the relevant tax authorities and therefore these audits continued on a separate jurisdictional basis. InDuring the fourththree quartermonths ofended December 31, 2022, we concluded settlement discussions with the Dutch tax authority, and induring the thirdthree quartermonths ofended September 30, 2024, we concluded settlement discussions with the German tax authority related to the German transfer pricing audit. We engaged in continuing discussions with the tax authority in the United States, and we are currently evaluating all additional potential remedies regarding the ongoing examination.

In addition, we are under examination in certain jurisdictions for other matters for various years, including Mexico, Canada, the United StatesStates, China, South Korea and Germany.

Our indebtedness and interest expense, could adversely affect us, decrease our business flexibility, diminish our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, adversely affect our credit ratings,ratings (which may in turn increase our interest expense), and limit our ability to react to changes in the economy or the chemicals industry.

As of December 31, 2024,2025, our total debt was $12.6 billion. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.debt though there is no guarantee we will be able to borrow on the same terms as our existing indebtedness. There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders. We have allocated, and intend to continue to allocate, capital to repay and reduce our outstanding debt using cash from operations and proceeds from asset sales or dispositions in cases where we are able to do so on favorable terms. Our ability to reduce our level of indebtedness over time in line with our strategic goals depends on a number of factors including our business performance, macroeconomic and industry conditions, commercial and financing market conditions, and other factors described in these risk factors, and our inability to achieve these objectives could delay or alter our deleveraging plan, or could negatively impact the trading prices of our securities or our credit ratings. In furtherance of our deleveraging efforts, we have completed our planned divestiture of the Micromax® business, executed a number of transactions to manage our debt maturity profile, paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, on November 4, 2024, we announced our intent to reducereduced our quarterly dividend by approximately 95 percent95% beginning in the first quarter of 2025.

•Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effectsconditions that could impact our ability to repay amounts due under or refinance on favorable terms existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes");

•Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest or increase their interest rates in the event of credit rating downgrades;

•Adversely affecting our future credit ratings, which could increase our futureborrowing costs of funding,costs, liquidity and access to capital markets; and

We may not be able to generate sufficient cashcash, through normal operations, productivity and cost reduction initiatives, or otherwise, to service our indebtedness and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful.

The Credit Agreements, the Indentures and the Receivables Purchase Agreement governing our receivables securitization facility each contain various covenants that limit our ability to engage in specified types of transactions. The Credit Agreements require the maintenance of certain financial ratios and contain other covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur additional debt; incur liens securing debt; increase dividends, repurchase our Common Stock or make other restricted payments; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Issuer's assets or the assets of certain subsidiaries. Additionally, the Credit Agreements require the maintenance of certain financial ratios. The Indentures contain covenants including, but not limited to, restrictions on our and certain of our subsidiaries' ability to incur liens securing debt; merge or consolidate with any other person; and sell, assign, transfer, lease, leaseback, convey or otherwise dispose of certain or all or substantially all of the Issuer's assets or the assets of certain subsidiaries.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our securities. These credit ratings may not reflect the potential impact of risks relating to our securities. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating. InWe Novemberhave 2024,in S&Pthe Globalpast Ratingsbeen downgraded our long-term credit rating from BBB-subject to BB+,ratings with a stable outlookdowngrades, and in December 2024 Fitch Ratings affirmed our long-term credit rating of BBB- but revised our rating outlook to negative from stable. On February 12, 2025 Moody's Ratings downgraded our long-term and short-term credit ratings from Baa3 to Ba1 with a negative outlook. Wewe cannot be assured that we will be able to maintain our current credit ratings, and any additional actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings are under review for a downgrade, could further increase our corporate borrowing costs and affect the market value of our securities and may have a negative impact on our liquidity, capital position and access to capital markets.

•additional impairmentsimpairment of goodwill or intangible assets;

•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;

•changes in applicable tariffs, dutiesduties, 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;

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 Annual 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 datesdate hereof.

_____________________________ (1)Defined as Operating profit (loss) divided by Net sales.

•lower raw material costsvolume in our Engineered Materials and Acetyl Chain segments.segments, primarily driven by weaker global economic conditions and decreased global demand; and

OurOperating effectiveloss incomeincreased tax$66 ratemillion, or 9%, for the year ended December 31, 2024 was (51)% compared to (67)% for the year ended 2023. The change in the effective income tax rate for the year ended December 31, 20242025 compared to the same period in 2023 was2024 primarily due to:

•current year impacts of a non-deductible goodwill impairment loss andloss, recognition of a valuation allowance againston certainU.S. local country, non-U.S.foreign tax credit carryforwards due to reducedrevised forecasts of earningsforeign insourced future periodsincome and capitalexpenses gainsduring the carryforward period, the further integrated global principal operations and the relocation of certain intangible assets among wholly-owned foreign affiliates and the settlement of tax arisingexaminations fromwith anGerman internaltax integration-relatedauthorities; restructuring of our acquired China operations to optimize our debt profile.and

•lower pricing for most of our products, primarily due to competitive market dynamics, and product mix, and decreased energy surchargesmix; and

•ana unfavorablefavorable currency impact, primarily resulting from a weakerstronger JPY and CNYeuro relative to the U.S. dollar.

Operating profitloss decreased for the year ended December 31, 20242025 compared to the same period in 20232024 primarily due to:

•ana unfavorablefavorable impact of $1.7$172 billionmillion to Other (charges) gains, netnet, primarily related to ana impairmentdecrease loss onin goodwill ofand $1.5certain billiontrade andnames impairment losses onand certaindecreased tradeseverance names, primarily Zytel®costs (see Note 9 - Goodwill and Intangible Assets, Net and Note 24 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information);

•lower raw materialsmaterial costs forand mostfavorable ofraw ourmaterials products.mix;

•lower pricing for mostspending of our$98 productsmillion, globally,primarily dueas toa anresult environmentof withthe greaterrealization supplyof thansynergy demandand cost savings actions during the year ended December 31, 20242025; and

OperatingEquity profitin net earnings (loss) of affiliates decreased for the year ended December 31, 20242025 compared to the same period in 20232024 primarily due to:

•lower raw material and sourcing costs,costs primarilydriven forby carbonproductivity monoxide and methanol.initiatives.

Net sales decreasedincreased $52$220 million, or 2%,9%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

•lowerhigher pricing,pricing primarily driven byin our Acetyl Chain segmentsegment, primarily due to an environment with greaterregional supply than demand,dislocation, as well as ourhigher Engineeredraw Materialsmaterials segmentand duesourcing to competitive market dynamicscosts;

•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.dollar;

•alower gainvolume ofin $50our millionEngineered recognizedMaterials onsegment, 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);.

EquityOperating in net earnings (loss) of affiliatesprofit increased $13$45 million, or 59%,19%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

Our effective income tax rate for the three months ended MarchJune 31,30, 2026 was 40%8% compared to (15058)% for the same period in 2025. The change in the effective income tax rate for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to increasedfavorable earningstax items recorded in the currentprior-year year,period asthat welldid asnot changesrecur in uncertain2026, including net deferred tax benefits related to priorthe yearrelocation 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 infor variousthe foreign2008 jurisdictionsthrough and differences in functional currency for2012 tax purposesyears. The higher rate also reflected unfavorable functional-currency tax impacts in certain jurisdictions,jurisdictions during the current period. These effects were partially offset by favorable changes in the geographic mix of earnings in the current year.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.

Net sales increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

•lowerhigher pricing for most of our products, primarily due to competitivepricing marketactions dynamics.implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and

•alower gainvolume, ofprimarily $50due million recognized onto 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.

EquityOperating inprofit net earnings (loss) of affiliates increaseddecreased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

Net sales decreasedincreased $52$220 million, or 2%,9%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

•lowerhigher pricing,pricing primarily driven byin our Acetyl Chain segmentsegment, primarily due to an environment with greaterregional supply than demand,dislocation, as well as ourhigher Engineeredraw Materialsmaterials segmentand duesourcing to competitive market dynamicscosts;

•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.dollar;

•alower gainvolume ofin $50our millionEngineered recognizedMaterials onsegment, 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);.

EquityOperating in net earnings (loss) of affiliatesprofit increased $13$45 million, or 59%,19%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

Our effective income tax rate for the three months ended MarchJune 31,30, 2026 was 40%8% compared to (15058)% for the same period in 2025. The change in the effective income tax rate for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to increasedfavorable earningstax items recorded in the currentprior-year year,period asthat welldid asnot changesrecur in uncertain2026, including net deferred tax benefits related to priorthe yearrelocation 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 infor variousthe foreign2008 jurisdictionsthrough and differences in functional currency for2012 tax purposesyears. The higher rate also reflected unfavorable functional-currency tax impacts in certain jurisdictions,jurisdictions during the current period. These effects were partially offset by favorable changes in the geographic mix of earnings in the current year.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.

Net sales increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to:

•lowerhigher pricing for most of our products, primarily due to competitivepricing marketactions dynamics.implemented during the three months ended June 30, 2026, as well as a more favorable product mix; and

•alower gainvolume, ofprimarily $50due million recognized onto 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.

EquityOperating inprofit net earnings (loss) of affiliates increaseddecreased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to: