--- ticker: CE company: CE filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 1 risks_removed: 0 risks_modified: 10 risks_unchanged: 22 source: SEC EDGAR url: https://riskdiff.com/ce/2026-vs-2025/ markdown_url: https://riskdiff.com/ce/2026-vs-2025/index.md generated: 2026-06-01 --- # CE: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 1 | | Risks removed | 0 | | Risks modified | 10 | | Unchanged | 22 | --- ## New in Current Filing: Our increasing reliance on artificial intelligence ("AI") technologies in our products, services, and operations presents risks that could adversely impact our business, financial condition, and results of operations. We are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services, including, for example, our Chemille platform. AI technology is complex and rapidly evolving, and 21 21 21 Table of Contents Table of Contents may subject us to significant competitive, reputational, cybersecurity, legal, regulatory, operational and other risks. If our products and services incorporating AI fail to operate as anticipated or as well as competing offerings or otherwise do not meet customer needs, our business and reputation may be adversely impacted. Our use of AI may introduce operational vulnerabilities by producing inaccurate outcomes or suggestions. Incorporating AI also gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed or uniform. Our efforts to develop and use AI responsibly, may not successfully mitigate all associated risks. Any failure to address concerns relating to the responsible use of AI technology may cause harm to our reputation or financial liability and, as such, may increase our costs to address or mitigate such risks and issues. --- ## Modified: Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management. **Key changes:** - Reworded sentence: "28 28 28 Table of Contents Table of Contents In addition, we rely on our senior management team specifically, therefore our future success depends in part on our ability to retain those members of senior management and to identify and develop talent to succeed senior management." - Added sentence: "To help attract, retain, and motivate qualified employees, we use share-based awards and performance-based cash incentive awards." - Added sentence: "Sustained declines in our stock price or lower stock price performance relative to our competitors have reduced the retention value of our share-based awards, which can impact the competitiveness of our compensation." - Added sentence: "To the extent our compensation programs are not viewed as competitive, our ability to attract, retain, and motivate employees can be weakened, which could harm our results of operations." **Prior (2025):** Our success depends on our ability to attract and retain key personnel including our management team. The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations. Like many companies, we have experienced in the last couple of years and continue to experience an increasingly competitive hiring environment for skilled employees at our manufacturing and other sites, which in some cases has increased, or may in the future increase, the cost of retaining or hiring talented employees, particularly in technical manufacturing roles critical to our success. In addition, we rely on our senior management team specifically, therefore our future success depends in part on our ability to retain those members of senior management and to identify and develop talent to succeed senior management. The hiring and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful implementation of our strategies. **Current (2026):** Our success depends on our ability to attract and retain key personnel including our management team. The inability to recruit and retain talented employees or the unexpected loss of such talented employees or key personnel may adversely affect our operations. Like many companies, we have experienced in the last couple of years and continue to experience an increasingly competitive hiring environment for skilled employees at our manufacturing and other sites, which in some cases has increased, or may in the future increase, the cost of retaining or hiring talented employees, particularly in technical manufacturing roles critical to our success. 28 28 28 Table of Contents Table of Contents In addition, we rely on our senior management team specifically, therefore our future success depends in part on our ability to retain those members of senior management and to identify and develop talent to succeed senior management. The hiring and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful implementation of our strategies. To help attract, retain, and motivate qualified employees, we use share-based awards and performance-based cash incentive awards. Sustained declines in our stock price or lower stock price performance relative to our competitors have reduced the retention value of our share-based awards, which can impact the competitiveness of our compensation. To the extent our compensation programs are not viewed as competitive, our ability to attract, retain, and motivate employees can be weakened, which could harm our results of operations. --- ## Modified: We are exposed to general economic, political and regulatory conditions and risks in the countries in which we have operations and customers. **Key changes:** - Reworded sentence: "Our principal customers are similarly global in scope and the prices of our most significant products are typically regional or world index prices." - Reworded sentence: "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 15 15 15 Table of Contents Table of Contents for loss." - Reworded sentence: "This region's growth may not be 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." - Reworded sentence: "Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 35% of our Net sales in 2025." - Added sentence: "From time to time, we provide guidance regarding our expected financial performance, which may take the foregoing and other factors into account." **Prior (2025):** 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 market prices. Consequently, our business and financial results are affected, directly and indirectly, by world economic conditions, including 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. For example, any future withdrawal or renegotiation of trade agreements, or the failure to reach agreement over trade agreements, 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 continue to slow, 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. In addition, we have significant operations and financial relationships based in Europe. Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 31% of our Net sales in 2024. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors. **Current (2026):** 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 index 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. For example, any future changes to laws or regulations, withdrawal or renegotiation of treaties or trade agreements, failure to reach agreement over trade 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 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 15 15 15 Table of Contents Table of Contents 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 not be 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. In addition, we have significant operations and financial relationships based in Europe. Historically, sales originating in Europe have accounted for approximately one-third of our net sales annually, and accounted for approximately 35% of our Net sales in 2025. Adverse conditions in the European economy are expected to continue to negatively impact our overall financial results and liquidity due to reduced economic growth, trade disruptions, decreased end-use customer demand or other factors. From time to time, we provide guidance regarding our expected financial performance, which may take the foregoing and other factors into account. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate. If our guidance varies from actual results, the market value of our common stock could decline significantly. --- ## Modified: Our aspirations and initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to risks. **Key changes:** - Reworded sentence: "We have developed and publicized, and expect to continue to establish, goals, targets, aspirations, and other objectives related to sustainability matters." - Reworded sentence: "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." - Reworded sentence: "We may face 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." **Prior (2025):** We have developed and publicized, and expect to continue to establish, goals, targets, 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, 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, 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, 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, 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, and objectives we set, we may not realize all of the benefits expected at the time they were established. **Current (2026):** 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 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 24 24 24 Table of Contents Table of Contents 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. --- ## Modified: Our credit ratings are subject to change and may not reflect all risks of investments in our securities. **Key changes:** - Reworded sentence: "Each agency's rating should be evaluated independently of any other agency's rating." **Prior (2025):** 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 29 29 29 Table of Contents Table of Contents independently of any other agency's rating. In November 2024, S&P Global Ratings downgraded our long-term credit rating from BBB- to BB+, with a stable outlook 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. We 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. **Current (2026):** 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. We have in the past been subject to ratings downgrades, and we 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. --- ## Modified: 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 or engage in other divestitures. **Key changes:** - Reworded sentence: "The intended closure of our facility in Lanaken, Belgium is expected to result in charges, including employee termination costs, of $140 million through 2027." - Reworded sentence: "In addition, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets, such as our completed divestiture of the Micromax® business." - Removed sentence: "21 21 21 Table of Contents Table of Contents" **Prior (2025):** 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 closure of our facility in Mechelen, Belgium, resulted in charges during fiscal 2024 and is expected to result in charges through fiscal 2028. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. Additionally, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets. Divestitures 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 and indemnification or other post-closing claims. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information. 21 21 21 Table of Contents Table of Contents **Current (2026):** 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 Lanaken, Belgium is expected to result in charges, including employee termination costs, of $140 million through 2027. The closure or divestiture of all or part of a manufacturing plant or facility could result in future charges that could be significant. In addition, as part of our deleveraging efforts, we may engage in opportunistic dispositions or monetization of product or business lines or other assets, such 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. --- ## Modified: We may not be able to generate sufficient cash, 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. **Key changes:** - Added sentence: "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 to support our deleveraging efforts." - Added sentence: "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." **Prior (2025):** If our cash flows and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets on unfavorable terms, seek additional capital, restructure or refinance our indebtedness or delay capital expenditures. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to complete those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. **Current (2026):** 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 to support our deleveraging efforts. 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. If our cash flows and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets on unfavorable terms, seek additional capital, restructure or refinance our indebtedness or delay capital expenditures. These alternative measures may not be successful and may not permit us to meet our scheduled debt service and other obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to complete those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. --- ## Modified: Failure to comply with applicable laws or regulations and/or changes in applicable laws or regulations may adversely affect our business and financial results as a whole. **Key changes:** - Reworded sentence: "For example, in July 2020 we settled a European Commission competition law investigation involving certain of our subsidiaries and three other companies related to certain past ethylene purchases." - Reworded sentence: "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 or delay or restrict our collection of accounts receivable." **Prior (2025):** 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 reached a final settlement of $92 million with respect to a competition law investigation by the European Commission based on certain past ethylene purchases by certain subsidiaries of the Company. Shell Chemicals Europe, another group of corporate claimants, and, most recently, TotalEnergies Petrochemicals & Refining SA have filed claims for damages with the District Court of Amsterdam against four companies, including the Company, arising from those activities. BASF SE has filed a similar claim in the Court of Munich, Germany. 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. In addition, enforcement of environmental or other governmental policy may result in plant shut 23 23 23 Table of Contents Table of Contents 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. **Current (2026):** 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 settled a European Commission competition law investigation involving certain of our subsidiaries and three other companies related to certain past ethylene purchases. Shell Chemicals Europe, certain Repsol entities represented by Stichting Ethylene Claims ("Stichting"), TotalEnergies, OMV, Borealis, LyondellBasell, and more recently, Stichting, on behalf of Versalis entities, have each filed separate claims for damages with the District Court of Amsterdam against four companies, including Celanese, arising from those activities. Preliminary hearings have 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 similar claims 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 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. --- ## Modified: Our indebtedness and interest expense, could adversely affect us, our business flexibility, our ability to raise additional capital to fund our operations or refinance our existing indebtedness when it matures, our credit ratings (which may in turn increase our interest expense), and our ability to react to changes in the economy or the chemicals industry. **Key changes:** - Reworded sentence: "As of December 31, 2025, our total debt was $12.6 billion." - Reworded sentence: "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." **Prior (2025):** See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations, Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations. As of December 31, 2024, our total debt was $12.6 billion. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt. 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 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 reduce our quarterly dividend by approximately 95 percent beginning in the first quarter of 2025. Our higher level of indebtedness and other liabilities could have other important consequences, including: •Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that could impact our ability to repay amounts due under existing senior credit agreements (the "Credit Agreements") or the indentures (the "Indentures") governing our outstanding senior unsecured notes (collectively, the "Senior Notes"); •Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on or repurchase our common stock, par value $0.0001 per share ("Common Stock"); •Reducing our flexibility to respond to changing business and economic conditions; •Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest; 28 28 28 Table of Contents Table of Contents •Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; •Adversely affecting our ability to comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived; •Adversely affecting our future credit ratings, which could increase our future costs of funding, liquidity and access to capital markets; and •Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes. **Current (2026):** See Note 11 - Debt in the accompanying consolidated financial statements for further information about our indebtedness. See Note 12 - Benefit Obligations, Note 13 - Environmental and Note 19 - Commitments and Contingencies in the accompanying consolidated financial statements for further information about our other obligations. As of December 31, 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 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, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. Our higher level of indebtedness and other liabilities could have other important consequences, including: •Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business conditions 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"); •Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on or repurchase our common stock, par value $0.0001 per share ("Common Stock"); •Adversely affecting our ability to comply with restrictive covenants in our debt agreements, which could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived; 26 26 26 Table of Contents Table of Contents •Reducing our flexibility to respond to changing business and economic conditions; •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; •Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies; •Adversely affecting our future credit ratings, which could increase our borrowing costs, liquidity and access to capital markets; and •Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes. We remain in compliance with the covenants in our material financing arrangements as of December 31, 2025. Due to scheduled step downs of the required consolidated leverage ratio under our U.S. revolving credit facility (the "U.S. Revolving Credit Facility") taking effect beginning in the first quarter of 2026, we believe we 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 we are 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 we have 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 our borrowing costs under existing material financing arrangements. If we are not able to implement sufficient mitigating strategies and are 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. --- ## Modified: We may continue to experience difficulties and delays achieving the intended benefits from acquiring the M&M Business. **Key changes:** - Reworded sentence: "In November 2022, we completed the acquisition of the Mobility & Materials business ("M&M Business") of DuPont de Nemours, Inc." - Reworded sentence: "17 17 17 Table of Contents Table of Contents If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize then our business, financial performance and operating results could be adversely affected." **Prior (2025):** In November 2022, we completed the acquisition of the M&M Business of DuPont. 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. **Current (2026):** In November 2022, we completed the acquisition of the Mobility & Materials business ("M&M Business") of 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. 17 17 17 Table of Contents Table of Contents If the potential financial and other benefits and synergies of the M&M Business going forward do not materialize then our business, financial performance and operating results could be adversely affected. --- ## Modified: Failure to develop new products, product applications, and production technologies may harm our competitive position. **Key changes:** - Removed sentence: "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." - Removed sentence: "These initiatives, which 19 19 19 Table of Contents Table of Contents 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." **Prior (2025):** 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 19 19 19 Table of Contents Table of Contents 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. **Current (2026):** 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. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*