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v3.25.2

Debt | 6 Months Ended
--- | ---
Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt
| As of June 30, 2025 |  | As of December 31, 2024
| (In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates |  |  |
Current installments of long-term debt | 105 |  |  | 1,393 |
Short-term borrowings, including amounts due to affiliates(1) | 56 |  |  | 53 |
Revolving credit facilities(2) | 91 |  |  | 55 |
Total | 252 |  |  | 1,501 |
______________________________ (1)The weighted average interest rate was 2.1% and 2.1% as of June 30, 2025 and December 31, 2024, respectively. (2)The weighted average interest rate was 2.7% and 3.1% as of June 30, 2025 and December 31, 2024, respectively.
| As of June 30, 2025 |  | As of December 31, 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 1.400% | 400 |  |  | 400 |
Senior unsecured notes due 2026, interest rate of 4.777% | 526 |  |  | 1,040 |
Senior unsecured notes due 2027, interest rate of 2.125% | 585 |  |  | 518 |
Senior unsecured notes due 2027, interest rate of 6.415%(1) | 1,500 |  |  | 2,000 |
Senior unsecured term loan due 2027(2) | 480 |  |  | 880 |
Senior unsecured notes due 2028, interest rate of 0.625% | 585 |  |  | 519 |
Senior unsecured notes due 2028, interest rate of 6.850%(1) | 1,000 |  |  | 1,000 |
Senior unsecured notes due 2029, interest rate of 5.587%(1) | 586 |  |  | 519 |
Senior unsecured notes due 2029, interest rate of 6.580%(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 5.000% | 879 |  |  | — |
Senior unsecured notes due 2032, interest rate of 6.629%(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 |  |  | — |
Pollution control and industrial revenue bonds due at various dates through 2030(3) | 125 |  |  | 126 |
Bank loans due at various dates through 2030(4) | 524 |  |  | 320 |
Obligations under finance leases due at various dates through 2054 | 137 |  |  | 145 |
Subtotal | 12,876 |  |  | 12,527 |
Unamortized deferred financing costs(5) | (82) |  |  | (56) |
Current installments of long-term debt | (105) |  |  | (1,393) |
Total | 12,689 |  |  | 11,078 |
______________________________ (1)In November 2024, S&P Global Ratings downgraded the Company's credit rating to BB+ and on February 12, 2025, Moody's Ratings downgraded the Company's credit ratings to Ba1, which together had the effect of increasing the interest rates by up to 50 basis points on certain senior unsecured notes, effective beginning at various dates through January 19, 2026. (2)The interest rate was 6.162% and 6.047% as of June 30, 2025 and December 31, 2024, respectively. (3)Interest rates range from 4.1% to 5.0%. (4)The weighted average interest rate was 2.7% and 2.8% as of June 30, 2025 and December 31, 2024, respectively. (5)Related to the Company's long-term debt, excluding obligations under finance leases. Senior Credit Facilities In March 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "5-year Term Loans"). As of June 30, 2025, $480 million was outstanding under the March 2022 U.S. Term Loan Credit Agreement. On July 30, 2025, $150 million of such outstanding amount was repaid. On August 11, 2025, Celanese, Celanese U.S. and certain subsidiaries entered into an amendment to the March 2022 U.S. Term Loan Credit Agreement (Note 19). Also in March 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (as amended to date, the "U.S. Revolving Credit Agreement") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027 (the "U.S. Revolving Credit Facility"). The margin for borrowings under the U.S. Revolving Credit Facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings. On August 11, 2025, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (Note 19). In January 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into an amendment and restatement of an existing credit facility agreement (the "CSIT Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "CSIT January 2023 Facility", and together with any other revolving credit facilities available to the Company's subsidiaries in China, the "China Revolving Credit Facilities"). Obligations bear interest at certain fixed and floating rates. In April 2024, the CSIT January 2023 Facility was reduced to CNY750 million, and in December 2024, the CSIT January 2023 Facility was reduced to CNY550 million. The CSIT Revolving Credit Agreement is guaranteed by Celanese U.S. Also in January 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "January 2023 CSIT One Year Working Capital Term Loan Agreement"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain interbank rates. The loan under the January 2023 CSIT One Year Working Capital Term Loan Agreement was fully drawn in January 2023 and was fully repaid during the three months ended March 31, 2024. In December 2023, Celanese (Nanjing) Chemical Co., Ltd. ("CNC") entered into a senior unsecured working capital loan agreement for CNY800 million, payable on December 25, 2026 and bearing interest at 2.8% (the "December 2023 CNC Three Year Working Capital Loan Agreement"). The loan under the December 2023 CNC Three Year Working Capital Loan Agreement was fully drawn during the three months ended March 31, 2024. In June 2024, CNC entered into a senior unsecured working capital loan agreement for CNY800 million, payable in installments until June 2027 and bearing interest at 2.75% (the "June 2024 CNC Three Year Working Capital Loan Agreement"). CNY720 million of the June 2024 CNC Three Year Working Capital Loan Agreement was outstanding as of June 30, 2025. In November 2024, Celanese U.S. entered into a senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Agreement", and together with the U.S. Revolving Credit Agreement and March 2022 U.S. Term Loan Credit Agreement, the "U.S. Credit Agreements"), pursuant to which the lenders provided a delayed-draw term loan due 364 days from the date of borrowing in an amount up to $1.0 billion. Amounts outstanding under the November 2024 U.S. Term Loan Credit Agreement accrued interest at a rate equal to the Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on the Company's senior unsecured debt rating, subject to further changes based on such ratings. $500 million was drawn under the November 2024 U.S. Term Loan Credit Agreement during the six months ended June 30, 2025, and any remaining commitments thereunder terminated on March 15, 2025. $500 million of such drawn amount was repaid and the facility was terminated during the six months ended June 30, 2025. In December 2024, CNC entered into a senior unsecured working capital loan agreement for CNY1.0 billion, payable in installments until March 2028 and bearing interest at certain floating rates (the "December 2024 CNC Three Year Working Capital Loan Agreement"). CNY500 million of the December 2024 CNC Three Year Working Capital Loan Agreement was drawn during the six months ended June 30, 2025. On March 6, 2025, CNC entered into a senior unsecured working capital loan agreement for CNY750 million, payable in installments until March 2028 and bearing interest at certain floating rates (the "March 2025 CNC Three Year Working Capital Loan Agreement" together with the December 2024 CNC Three Year Working Capital Loan Agreement, the June 2024 CNC Three Year Working Capital Loan Agreement, the December 2023 CNC Three Year Working Capital Loan Agreement, the January 2023 CSIT One Year Working Capital Term Loan Agreement, and the CSIT Revolving Credit Agreement, the "China Credit Agreements," and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements"). CNY509 million of the March 2025 CNC Three Year Working Capital Loan Agreement was drawn during the six months ended June 30, 2025. The Company expects that the China Credit Agreements 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. On February 16, 2024, November 1, 2024 and February 17, 2025, the Company amended certain covenants in certain of the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors"). The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report. The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows:
| As of June 30, 2025 |
| (In $ millions) |
U.S. Revolving Credit Facility |  |
Borrowings outstanding | — |  |
Available for borrowing | 1,750 |  |
China Revolving Credit Facilities |  |
Borrowings outstanding | 91 |  |
Available for borrowing | 70 |  |
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 or applicable premium, as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date. On February 12, 2025, Moody's Ratings downgraded the Company's credit ratings to Ba1 which, along with the credit downgrade by S&P Global Ratings in November 2024, will have the impact of increasing interest rates for certain Senior Notes by up to 50 basis points and the U.S. Credit Agreements by 25 to 30 basis points starting in the years ended December 31, 2025 and 2026, as applicable. On March 14, 2025, Celanese U.S. completed a public offering registered under the Securities Act of senior unsecured notes as follows (collectively, the "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 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. On March 21, 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts (the "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 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Agreement were used (i) to fund the Tender Offers, (ii) for repayment of other outstanding indebtedness, including the repayment of a portion of the March 2022 U.S. Term Loan Credit Agreement, the repayment of borrowings under the U.S. Revolving Credit Agreement and repayment of 6.050% Senior Notes due March 15, 2025 and (iii) related fees and expenses. Refinancing expense in the unaudited interim consolidated statements of operations includes fees and expenses related to the Tender Offer, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, was $32 million. 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 unaudited consolidated balance sheet. The Company de-recognized $802 million and $1.5 billion of accounts receivable under this agreement for the six months ended June 30, 2025 and year ended December 31, 2024, respectively, and collected $764 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $95 million were pledged by the SPE as collateral to the Purchasers as of June 30, 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 $356 million and $700 million of accounts receivable under these factoring agreements for the six months ended June 30, 2025 and year ended December 31, 2024, respectively, and collected $337 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 $39 million and $100 million from the accounts receivable transferred under the Master Discounting Agreements for the six months ended June 30, 2025 and year ended December 31, 2024, respectively. Covenants The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions, and in the case of the existing U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the existing U.S. Credit Agreements, as amended). Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. The Company is in compliance with the covenants in its material financing arrangements as of June 30, 2025.

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