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Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-Q
| | | | | | |
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended |
| | March 31, 2021 |
| | Or |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-32410
| | | |
| |
CELANESE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

| | | | | | |
| Delaware | 98-0420726 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |

222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039-5421
(Address of Principal Executive Offices and zip code)

(972) 443-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share | CE | The New York Stock Exchange |
| 1.125% Senior Notes due 2023 | CE /23 | The New York Stock Exchange |
| 1.250% Senior Notes due 2025 | CE /25 | The New York Stock Exchange |
| 2.125% Senior Notes due 2027 | CE /27 | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of outstanding shares of the registrant's common stock, $0.0001 par value, as of April 16, 2021 was 112,632,560.
| | | | | | | | | | | | | | | |
| | | | | |


Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended March 31, 2021
TABLE OF CONTENTS
| | | | | | | | | |
| | | Page |
| | PART I - FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | 3 |
| | a) Unaudited Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 | 3 |months ended March 31, 2021 and 2020 | 3 |
| | b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019 | 4 |months ended March 31, 2021 and 2020 | 4 |
| | c) Unaudited Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 | 5 |
| | d) Unaudited Interim Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019 | 6 |months ended March 31, 2021 and 2020 | 6 |
| | e) Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 | 8 |three months ended March 31, 2021 and 2020 | 7 |
| | f) Notes to the Unaudited Interim Consolidated Financial Statements | 8 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 40 |
| Item 4. | Controls and Procedures | 50 |
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40 |
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| | PART II - OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 41 |
| Item 1A. | Risk Factors | 41 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 |
| Item 3. | Defaults Upon Senior Securities | 42 |
| Item 4. | Mine Safety Disclosures | 42 |
| Item 5. | Other Information | 42 |
| Item 6. | Exhibits | 43 |
| Signatures | | 55 |
44 |
2

Table of Contents

Item 1. Financial Statements
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | September 30, | | | | September 30, | | |
| | March 31, | | |
| | 2020 | | 2019 | | 2020 | | 2019 |
| | 2021 | | 2020 | | | | |
| | (In $ millions, except share and per share data) || | | | | |
| Net sales | 1,411 | | | 1,586 | | | 4,064 | | |4,865 | |
| Net sales | 1,798 | | | 1,460 | | | | | |
| Cost of sales | (1,084) | | | (1,172) | | | (3,147) | | |(3,575) | |
| Cost of sales | (1,313) | | | (1,112) | | | | | |
| Gross profit | 327 | | | 414 | | | 917 | | | 1,290 | |
| Gross profit | 485 | | | 348 | | | | | |
| Selling, general and administrative expenses | (106) | | | (120) | | | (345) | | | (358) | |(137) | | | (125) | | | | | |
| Amortization of intangible assets | (6) | | | (5) | | | | | |
| Research and development expenses | (20) | | | (17) | | | | | |
| Other (charges) gains, net | (10) | | | (7) | | | (37) | | |(101) | |
| Other (charges) gains, net | 6 | | | (6) | | | | | |
| Foreign exchange gain (loss), net | 3 | | | (1) | | | | | |
| Gain (loss) on disposition of businesses and assets, net | (5) | | | - | | | | | |
| Operating profit (loss) | 184 | | | 260 | | | 461 | | |766 | |
| Operating profit (loss) | 326 | | | 194 | | | | | |
| Equity in net earnings (loss) of affiliates | 25 | | | 45 | | | 113 | | | 134 | |29 | | | 57 | | | | | |
| Non-operating pension and other postretirement employee benefit (expense) income | 38 | | | 28 | | | | | |
| Interest expense | (28) | | | (27) | | | (83) | | | (87) | |
| Interest expense | (25) | | | (28) | | | | | |
| | | | | - | | | - | | | (4) | |
| Interest income | 1 | | | 2 | | 4 | | | 4 | |
| Dividend income - equity investments | 42 | | | 37 | | | | | |
| Other income (expense), net | (2) | | | 2 | | | 4 | | |(6) | |
| Earnings (loss) from continuing operations before tax | 241 | | | 323 | | | 680 | | |947 | |409 | | | 292 | | | | | |
| Income tax (provision) benefit | (30) | | | (53) | | | (130) | | |(127) | |(85) | | | (65) | | | | | |
| Earnings (loss) from continuing operations | 211 | | | 270 | | | 550 | | |820 | |324 | | | 227 | | | | | |
| Earnings (loss) from operation of discontinued operations | (2) | | | (6) | | | (13) | | |(9) | |(1) | | | (7) | | | | | |
| | | | | | | | |
| Income tax (provision) benefit from discontinued operations | - | | | - | | | 1 | | |2 | |
| Earnings (loss) from discontinued operations | (2) | | | (5) | | | (12) | | | (7) | |(1) | | | (7) | | | | | |
| Net earnings (loss) | 209 | | | 265 | | | 538 | | | 813 | |
| Net earnings (loss) | 323 | | | 220 | | | | | |
| Net (earnings) loss attributable to noncontrolling interests | (1) | | | (2) | | | | | |
| Net earnings (loss) attributable to Celanese Corporation | 207 | | | 263 | | | 532 | | | 809 | |322 | | | 218 | | | | | |
| Amounts attributable to Celanese Corporation | | | | | | | |
| Earnings (loss) from continuing operations | 209 | | | 268 | | | 544 | | |816 | |323 | | | 225 | | | | | |
| Earnings (loss) from discontinued operations | (2) | | | (5) | | | (12) | | | (7) | |(1) | | | (7) | | | | | |
| Net earnings (loss) | 207 | | | 263 | | | 532 | | | 809 | |
| Net earnings (loss) | 322 | | | 218 | | | | | |
| Earnings (loss) per common share - basic | | | | | | | |
| Continuing operations | 1.77 | | | 2.18 | | | 4.59 | | | 6.52 | |
| Continuing operations | 2.85 | | | 1.89 | | | | | |
| Discontinued operations | (0.02) | | | (0.04) | | | (0.10) | | |(0.06) | |
| Discontinued operations | (0.01) | | | (0.06) | | | | | |
| Net earnings (loss) - basic | 1.75 | | | 2.14 | | | 4.49 | | |6.46 | |
| Net earnings (loss) - basic | 2.84 | | | 1.83 | | | | | |
| Earnings (loss) per common share - diluted | | | | | | | |
| Continuing operations | 1.76 | | | 2.17 | | | 4.57 | | |6.49 | |
| Continuing operations | 2.83 | | | 1.88 | | | | | |
| Discontinued operations | (0.01) | | | (0.06) | | | | | |
| Net earnings (loss) - diluted | 1.75 | | | 2.13 | | | 4.47 | | |6.43 | |2.82 | | | 1.82 | | | | | |
| Weighted average shares - basic | 118,045,476 | | | 122,699,859 | | | 118,543,853 | | |125,159,647 | |113,511,369 | | | 119,251,689 | | | | | |
| Weighted average shares - diluted | 118,564,820 | | | 123,299,664 | | | 119,119,203 | | |125,868,829 | |114,028,145 | | | 119,899,844 | | | | | |

See the accompanying notes to the unaudited interim consolidated financial statements.
3

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | September 30, | | || September 30, | | |
| | March 31, | | |
| | 2021 | | 2020 | | | | |


| | 2020 | | 2019 | | 2020 | | 2019 |

| | (In $ millions) || | | | | |
| Net earnings (loss) | 209 | | | 265 | | | 538 | | | 813 | |
| Net earnings (loss) | 323 | | | 220 | | | | | |
| Other comprehensive income (loss), net of tax | | | | | | | |
| | | | | | | | |
| Foreign currency translation gain (loss) | (3) | | | (7) | | | (11) | | | (11) | |(4) | | | (2) | | | | | |
| Gain (loss) on cash flow hedges | 34 | | | (32) | | | (33) | | |(48) | |
(39) | | | | | |
| Pension and postretirement benefits | (4)
| | | - | | | | | |
| Total other comprehensive income (loss), net of tax | 26 | | | (41) | | | | | |
| Total comprehensive income (loss), net of tax | 211 | | | 226 | | | 494 | | | 754 | |349 | | | 179 | | | | | |
| Comprehensive (income) loss attributable to noncontrolling interests | (1) | | | (2) | | | | | |
| Comprehensive income (loss) attributable to Celanese Corporation | 209 | | | 224 | | | 488 | | | 750 | |348 | | | 177 | | | | | |

See the accompanying notes to the unaudited interim consolidated financial statements.
4

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions, except share data) || |
| ASSETS | | | |
| Current Assets | | | |
| Cash and cash equivalents (variable interest entity restricted - 2020: $29; 2019: $57) | 615 | | | 463 | |
| Cash and cash equivalents | 791 | | | 955 | |
| Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2020: $10; 2019: $9; variable interest entity restricted - 2020: $6; 2019: $6) | 716 | | | 850 | | | 959 | | | 792 | |
| Non-trade receivables, net (variable interest entity restricted - 2020: $7; 2019: $0) | 347 | | | 331 | |
| Non-trade receivables, net | 551 | | | 450 | |
| Inventories | 1,025 | | | 978 | |
| | | | |
| Marketable securities | 331 | | | 533 | |
| | | | |
| Other assets | 53 | | | 55 | |
| Total current assets | 3,710 | | | 3,763 | |
| Investments in affiliates | 796 | | | 820 | |
| Property, plant and equipment (net of accumulated depreciation - 2020: $3,201; 2019: $2,957; variable interest entity restricted - 2020: $602; 2019: $622) | 3,851 | | | 3,713 | |2021: $3,309; 2020: $3,279) | 3,876 | | | 3,939 | |
| Operating lease right-of-use assets | 221 | | | 232 | |
| Deferred income taxes | 255 | | | 259 | |
| Other assets (variable interest entity restricted - 2020: $14; 2019: $9) | 412 | | | 338 | |
| Other assets | 456 | | | 411 | |
| Goodwill | 1,134 | | | 1,166 | |
| Intangible assets, (variable interest entity restricted - 2020: $21; 2019: $22) | 317 | | | 312 | |
| Intangible assets, net | 308 | | | 319 | |
| Total assets | 10,756 | | | 10,909 | |
| LIABILITIES AND EQUITY | | | |
| Current Liabilities | | | |
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 497 | | | 496 | |
| Trade payables - third party and affiliates | 906 | | | 797 | |
| Other liabilities | 489 | | | 680 | |
| | | | |
| Income taxes payable | 43 | | | - | |
| Total current liabilities | 1,935 | | | 1,973 | |
| Long-term debt, net of unamortized deferred financing costs | 3,135 | | | 3,227 | |
| Deferred income taxes | 530 | | | 509 | |
| Uncertain tax positions | 255 | | | 240 | |
| Benefit obligations | 616 | | | 643 | |
| Operating lease liabilities | 187 | | | 208 | |
| Other liabilities | 191 | | | 214 | |
| Commitments and Contingencies | | | |
| Stockholders' Equity | | | |
| Preferred stock, $0.01 par value, 100,000,000 shares authorized (2021 and 2020: 0 issued and outstanding) | - | | | - | |
| Common stock, $0.0001 par value, 400,000,000 shares authorized (2020: 169,373,705 issued and 117,229,789 outstanding; 2019: 168,973,172 issued and 119,555,207 outstanding) | - | | | - | |(2021: 169,699,069 issued and 112,632,584 outstanding; 2020: 169,402,979 issued and 114,168,464 outstanding) | - | | | - | |
| | | | |
| Treasury stock, at cost (2020: 52,143,916 shares; 2019: 49,417,965 shares) | (4,106) | | | (3,846) | |
| Treasury stock, at cost (2021: 57,066,485 shares; 2020: 55,234,515 shares) | (4,744) | | | (4,494) | |
| Additional paid-in capital | 253 | | | 257 | |
| Retained earnings | 6,710 | | | 6,399 | |
| Retained earnings | 8,335 | | | 8,091 | |
| Accumulated other comprehensive income (loss), net | (302) | | | (328) | |
| Total Celanese Corporation stockholders' equity | 3,542 | | | 3,526 | |
| Noncontrolling interests | 365 | | | 369 | |
| Total equity | 3,907 | | | 3,895 | |
| Total liabilities and equity | 10,756 | | | 10,909 | |

See the accompanying notes to the unaudited interim consolidated financial statements.
5

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, || | | | | |
| | Three Months Ended March 31, |
| | 2021 | | 2020 |


| | 2020 || | | 2019 | | |

| | Shares | | Amount | | Shares | | Amount |
| | (In $ millions, except share data) || | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Common Stock | | | | | | | |
| Balance as of the beginning of the period | 118,288,296 | | | - | | | 123,740,349 | | | - | |114,168,464 | | | - | | | 119,555,207 | | | - | |
| | | | | | | | |
| Purchases of treasury stock | (1,060,890) | | | - | | | (2,444,278) | | | - | |
| Purchases of treasury stock | (1,831,970) | | | - | | | (1,709,431) | | | - | |
| Stock awards | 296,090 | | | - | | | 383,122 | | | - | |
| Balance as of the end of the period | 117,229,789 | | | - | | | 121,333,303 | | | - | |112,632,584 | | | - | | | 118,228,898 | | | - | |
| Treasury Stock | | | | | | | |
| Balance as of the beginning of the period | 51,083,026 | | | (3,995) | | | 45,170,482 | | | (3,347) | |55,234,515 | | | (4,494) | | | 49,417,965 | | | (3,846) | |
| Purchases of treasury stock, including related fees | 1,060,890 | | | (111) | | | 2,444,278 | | | (275) | |1,831,970 | | | (250) | | | 1,709,431 | | | (150) | |
| | | | | | | | |
| Balance as of the end of the period | 52,143,916 | | | (4,106) | | | 47,614,760 | | | (3,622) | |57,066,485 | | | (4,744) | | | 51,127,396 | | | (3,996) | |
| Additional Paid-In Capital | | | | | | | |
| Balance as of the beginning of the period | | | 257 | | | | | 254 | |
| Stock-based compensation, net of tax | | | (4) | | | | | (12) | |
| | | | | | | | |
| Balance as of the end of the period | | | 253 | | | | | 242 | |
| Retained Earnings | | | | | | | |
| Balance as of the beginning of the period | | | 8,091 | | | | | 6,399 | |
| | | | | | | | |
| Net earnings (loss) attributable to Celanese Corporation | | | 322 | | | | | 218 | |
| Common stock dividends | | | (78) | | | | | (74) | |
| Balance as of the end of the period | | | 8,335 | | | | | 6,543 | |
| Accumulated Other Comprehensive Income (Loss), Net | | | | | | | |
| Balance as of the beginning of the period | | | (328) | | | | | (300) | |
| Other comprehensive income (loss), net of tax | | | 26 | | | | | (41) | |
| Balance as of the end of the period | | | (302) | | | | | (341) | |
| Total Celanese Corporation stockholders' equity | | | 3,542 | | | | | 2,448 | |
| Noncontrolling Interests | | | | | | | |
| Balance as of the beginning of the period | | | 369 | | | | | 391 | |
| Net earnings (loss) attributable to noncontrolling interests | | | 1 | | | | | 2 | |
| Distributions to noncontrolling interests | | | (5) | | | | | (5) | |
| Balance as of the end of the period | | | 365 | | | | | 388 | |
| Total equity | | | 2,884 | | | | | 3,139 | |
| Total equity | | | 3,907 | | | | | 2,836 | |

See the accompanying notes to the unaudited interim consolidated financial statements.

6

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | | | |
| | 2020 | | | | 2019 | | |
| | Shares | | Amount | | Shares | | Amount |
| | (In $ millions, except share data) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Common Stock | | | | | | | |
| Balance as of the beginning of the period | 119,555,207 | | | - | | | 128,095,849 | | | - | |
| Stock option exercises | - | | | - | | | 14,045 | | | - | |
| Purchases of treasury stock | (2,770,321) | | | - | | | (7,334,433) | | | - | |
| Stock awards | 444,903 | | | - | | | 557,842 | | | - | |
| Balance as of the end of the period | 117,229,789 | | | - | | | 121,333,303 | | | - | |
| Treasury Stock | | | | | | | |
| Balance as of the beginning of the period | 49,417,965 | | | (3,846) | | | 40,323,105 | | | (2,849) | |
| Purchases of treasury stock, including related fees | 2,770,321 | | | (261) | | | 7,334,433 | | | (775) | |
| Issuance of treasury stock under stock plans | (44,370) | | | 1 | | | (42,778) | | | 2 | |
| Balance as of the end of the period | 52,143,916 | | | (4,106) | | | 47,614,760 | | | (3,622) | |
| Additional Paid-In Capital | | | | | | | |
| Balance as of the beginning of the period | | | 254 | | | | | 233 | |
| Stock-based compensation, net of tax | | | (6) | | | | | 12 | |
| Stock option exercises, net of tax | | | - | | | | | (1) | |
| Balance as of the end of the period | | | 248 | | | | | 244 | |
| Retained Earnings | | | | | | | |
| Balance as of the beginning of the period | | | 6,399 | | | | | 5,847 | |
| | | | | | | | |
| Net earnings (loss) attributable to Celanese Corporation | | | 532 | | | | | 809 | |
| Common stock dividends | | | (221) | | | | | (225) | |
| Balance as of the end of the period | | | 6,710 | | | | | 6,431 | |
| Accumulated Other Comprehensive Income (Loss), Net | | | | | | | |
| Balance as of the beginning of the period | | | (300) | | | | | (247) | |
| Other comprehensive income (loss), net of tax | | | (44) | | | | | (59) | |
| Balance as of the end of the period | | | (344) | | | | | (306) | |
| Total Celanese Corporation stockholders' equity | | | 2,508 | | | | | 2,747 | |
| Noncontrolling Interests | | | | | | | |
| Balance as of the beginning of the period | | | 391 | | | | | 395 | |
| Net earnings (loss) attributable to noncontrolling interests | | | 6 | | | | | 4 | |
| Distributions to noncontrolling interests | | | (21) | | | | | (7) | |
| Balance as of the end of the period | | | 376 | | | | | 392 | |
| Total equity | | | 2,884 | | | | | 3,139 | |

See the accompanying notes to the unaudited interim consolidated financial statements.






7

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| | Three Months Ended || |
| | September 30, || |
| | 2020 | | 2019 |

| | March 31, |
| | 2021 | | 2020 |

| | (In $ millions) || |
| Operating Activities | | | |
| Net earnings (loss) | 323 | | | 220 | |
| Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities | | | |
| Asset impairments | 1 | | | 4 | |
| Depreciation, amortization and accretion | 91 | | | 86 | |
| Pension and postretirement net periodic benefit cost | (34) | | | (25) | |
| Pension and postretirement contributions | (12) | | | (12) | |
| | | | |
| | | | |
| Deferred income taxes, net | 11 | | | (7) | |
| (Gain) loss on disposition of businesses and assets, net | 5 | | | - | |
| Stock-based compensation | 12 | | | 10 | |
| Undistributed earnings in unconsolidated affiliates | 6 | | | (11) | |
| Other, net | 3 | | | 4 | |
| Operating cash provided by (used in) discontinued operations | (1) | | | 5 | |
| Changes in operating assets and liabilities | | | |
| Trade receivables - third party and affiliates, net | (184) | | | (11) | |
| Inventories | (62) | | | (11) | |
| Other assets | (103) | | | 42 | |
| Trade payables - third party and affiliates | 156 | | | 1 | |
| Other liabilities | (96) | | | (36) | |
| Net cash provided by (used in) operating activities | 116 | | | 259 | |
| Investing Activities | | | |
| Capital expenditures on property, plant and equipment | (92) | | | (119) | |
| Acquisitions, net of cash acquired | (100) | | | (91) | |
| | | | |
| | | | |

| Proceeds from sale of businesses and assets, net | 17 | Proceeds from sale of marketable securities | 200 | | | - | |
| Other, net | (10) | | | (9) | |
| Net cash provided by (used in) investing activities | 98 | | | (128) | |
| Financing Activities | | | |
| Net change in short-term borrowings with maturities of 3 months or less | 2 | | | (39) | |
| Proceeds from short-term borrowings | - | | | 300 | |
| Repayments of short-term borrowings | (452) | | |(85) | |
| | | | |
| Proceeds from long-term debt | - | | | 499 | |
| | | | |
| Repayments of long-term debt | (7) | | | (9) | |
| Purchases of treasury stock, including related fees | (267) | | | (167) | |
| | | | |
| Common stock dividends | (78) | | | (74) | |
| Distributions to noncontrolling interests | (5) | | | (5) | |
| Other, net | (16) | | | (22) | |
| Net cash provided by (used in) financing activities | (371) | | | (16) | |
| Exchange rate effects on cash and cash equivalents | (7) | | | (8) | |
| Net increase (decrease) in cash and cash equivalents | (164) | | | 107 | |
| Cash and cash equivalents as of beginning of period | 955 | | | 463 | |
| Cash and cash equivalents as of end of period | 791 | | | 570 | |

See the accompanying notes to the unaudited interim consolidated financial statements.
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CELANESE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Basis of Presentation
Description of the Company
Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals, for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, consumer and medical, energy storage, filtration, food and beverage, paints and coatings, paper and packaging, performance industrial and textiles.
Definitions
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese U.S. Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
Basis of Presentation
The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 months ended March 31, 2021 and 2020 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.
In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2020, filed on February 11, 2021 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three and nine months ended September 30, 2020 Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire year.
In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as noncontrolling interests.
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Estimates and Assumptions
The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension
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and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.
2. Recent Accounting Pronouncements
The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB"):
| | | | | | | | | | | | | | | | | | | | | |
| Standard | | Description | | Effective Date | | Effect on the Financial Statements or Other Significant Matters |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. | | The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. | | March 12, 2020 through December 31, 2022. | | The Company has completed its assessment, and the adoption of the new guidance did not have a material impact to the Company. |
| | | | | | | |
| In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. | | The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in FASB Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"). The guidance also clarifies and amends existing guidance under Topic 740. | | January 1, 2021. Early adoption is permitted. | | The Company has completed its assessment and will adopt | | The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company. |
| | | | | | | |
3. Acquisitions, Dispositions and Plant Closures
Plant Closures
The Company has a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan ("Mitsui"), In which the Company owns 50% of Fairway, for the production of methanol at the Company's integrated chemical plant in Clear Lake, Texas. The methanol unit utilizes natural gas in the US Gulf Coast region as a feedstock and benefits from the existing infrastructure at the Company's Clear Lake facility, Both Mitsui and the Company supply their own natural gas to Fairway in exchange for methanol tolling under a cost-plus off-take arrangement.
• European Compounding Center of Excellence
In July 2020, the Company announced that it is establishing a European Compounding Center of Excellence at its Forli, Italy facility, which includes the intended consolidation of its compounding operations in Kaiserslautern, Germany; Wehr, Germany; and Ferrara Marconi, Italy. These operations are included in the Company's Engineered Materials segment. The Company expects to complete the consolidation of the compounding operations by 2022.

Fairway is a variable interest entity ("VIE") in which the Company is the primary beneficiary. Under the terms of the joint venture agreements, the Company provides site services and day-to-day operations for the methanol facility. in addition, the joint venture agreements provide that the Company indemnifies Mitsui for environmental obligations that exceed a specified threshold, as well as an equity option between the partners. Accordingly, The Company consolidates the venture and records a noncontrolling interest for the share of the venture owned by Mitsui. Fairway is included in the Company's Acetyl Chain segment.





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The carrying amount of the assets and liabilities associated with Fairway included in the unaudited consolidated balance sheets are as follows:
The exit and shutdown costs related to the Forli, Italy consolidation were as follows:
| | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| | 2020 | | 2019 |
| | (In $ millions) || |
| Cash and cash equivalents | 29 | | | 57 | |
| Trade receivables, net - third party and affiliates | 11 | | |12 | |
| | |
| Non-trade receivables, net | 7 | | | - | |
| Accelerated depreciation expense | 2 | |
| Property, plant and equipment (net of accumulated depreciation - 2020: $201; 2019: $174) | 602 | | | 622 | |
| Other assets | 14 | | | 9 | |
| Intangible assets (net of accumulated amortization - 2020: $5; 2019: $4) | 21 | | | 22 | |
| Plant/office closures(1) | (9) | |
| | | | |
| | || |
| Trade payables | 13 | | | 24 | |
| Other liabilities(2) | 10 | | | 5 | |
| Total | (7) | |
| Deferred income taxes | 4 | | | 4 | |
| Total liabilities | 30 | | | 37 | |
______________________________
(1)Joint venture assets can only be used to settle the obligations of Fairway.
(2)Primarily represents amounts owed by Fairway to the Company for reimbursement of expenditures.
Nonconsolidated Variable Interest Entities
The Company holds variable interests in entities that supply certain raw materials and services to the Company. The variable interests primarily relate to cost-plus contractual arrangements with the suppliers and recovery of capital expenditures for certain plant assets plus a rate of return on such assets. Liabilities for such supplier recoveries of capital expenditures have been recorded as finance lease obligations. The entities are not consolidated because the Company is not the primary beneficiary of the entities as it does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance. The Company's maximum exposure to loss as a result of its involvement with these VIEs as of September 30, 2020, relates primarily to the recovery of capital expenditures for certain property, plant and equipment.
(1)Included in Other (charges) gains, net in the unaudited interim consolidated statement of operations (Note 12).
The carrying amount of the assets and liabilities associated with the obligations to nonconsolidated VIEs, as well as the maximum exposure to loss relating to these nonconsolidated VIEs are as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | September 30, | | December 31, |
| | 2020 | | 2019 |
| | (In $ millions) | | |
| Property, plant and equipment, net | 100 | | | 31 | |
| | | | |
| Trade payables | 27 | | | 30 | |
| Current installments of long-term debt | 18 | | | 16 | |
| Long-term debt | 104 | | | 41 | |
| | | | |
| Total liabilities | 149 | | | 87 | |
| | | | |
| Maximum exposure to loss | 262 | | | 113 | |
The difference between the total liabilities associated with obligations to nonconsolidated VIEs and the maximum exposure to loss primarily represents take-or-pay obligations for services included in the Company's unconditional purchase obligations (Note 16).
The Company expects to incur additional exit and shutdown costs related to the Forli, Italy consolidation of approximately $22 million through 2022.
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4. Inventories
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Finished goods | 666 | | | 653 | |
| Work-in-process | 75 | | | 74 | |
| Raw materials and supplies | 284 | | | 251 | |
| Total | 1,025 | | | 978 | |
5. Goodwill and Intangible Assets, Net
Goodwill
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Engineered | | Acetate Tow | | Acetyl Chain | | Total |
| | Materials | | | | | | |
| | (In $ millions) || | | | | |
| As of December 31, 2019 | 727 | | | 148 | | | 199 | | | 1,074 | |
| As of December 31, 2020 | 768 | | | 149 | | | 249 | | | 1,166 | |
| | | | | - | | | 26 | | (1) | 26 | |
| Exchange rate changes | (22) | | | - | | | (10) | | | (32) | |
| As of September 30, 2020 | 745 | | | 148 | | | 235 | | | 1,128 | |
| As of March 31, 2021(1) | 746 | | | 149 | | | 239 | | | 1,134 | |
______________________________
(1)Represents goodwill related to the acquisition of Nouryon's redispersible polymer powders business offered under the Elotex® brand ("Elotex").
The Company assesses the recoverability of the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. In connection with the Company's annual goodwill impairment assessment, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2020 as the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets by a substantial margin.
(1)There were no accumulated impairment losses as of March 31, 2021.
Intangible Assets, Net
Finite-lived intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Licenses | | Customer- | | Developed | | Covenants | | Total |
| | | | Related | | Technology | | Not to | | |
| | | | Intangible | | | | Compete | | |
| | | | Assets | | | | and Other | | |
| | (In $ millions) | | | | | | | | |
| Gross Asset Value | | | | | | | | | |
| As of December 31, 2019 | 42 | | | 667 | As of December 31, 2020 | 44 | | | 724 | | | 45 | | | 56 | | | 869 | |
| Acquisitions | - | | | 16 | | (1) | - | | | - | | | 16 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Exchange rate changes | - | | | (21) | | | - | | | - | | | (21) | |
| As of September 30, 2020 | 42 | | | 701 | As of March 31, 2021 | 44 | | | 703 | | | 45 | | | 56 | | | 848 | |
| Accumulated Amortization | | | | | | | | | |
| As of December 31, 2019 | (35) | | | (504) | | | (35) | | | (38) | | | (612) | |
| As of December 31, 2020 | (38) | | | (555) | | | (40) | | | (39) | | | (672) | |
| Amortization | - | | | (4) | | | (2) | | | - | | | (6) | |
| Exchange rate changes | - | | | 17 | | | 2 | | | - | | | 19 | |
| As of September 30, 2020 | (37) | | | (532) | | | (38) | | | (39) | | | (646) | |
| As of March 31, 2021 | (38) | | | (542) | | | (40) | | | (39) | | | (659) | |
| Net book value | 6 | | | 161 | | | 5 | | | 17 | | | 189 | |
______________________________
(1)Related to acquired Elotex finite-lived intangible assets, with a weighted average amortization period of 14 years.





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Indefinite-lived intangible assets are as follows:
| | | | | | | || |
| | Trademarks | |
| | and Trade Names | |
| | (In $ millions) | |
| As of December 31, 2020 | 122 | | |
| | | |
| | | ||
| Exchange rate changes | (3) | | |
| As of March 31, 2021 | 119 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
______________________________
(1)Related to acquired Elotex indefinite-lived intangible assets.
The Company assesses the recoverability of the carrying amount of its indefinite-lived intangible assets either qualitatively or by utilizing the relief from royalty method under the income approach annually During the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. In connection with the Company's annual indefinite-lived intangible assets impairment assessment, the Company recorded an impairment loss of $1 million in Other charges (gains), net (Note 12) to write-off the total net book value of a trade name included in the Engineered Materials segment. Other than this trade name, the estimated fair value for each of the Company's other indefinite-lived intangible assets exceeded the carrying value of the underlying asset by a substantial margin.
During the three months ended March 31, 2021,
During the nine months ended September 30, 2020, the Company did not renew or extend any intangible assets.
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Estimated amortization expense for the succeeding five fiscal years is as follows:
| | | | | | |
| | (In $ millions) |
| 2021 | 22 | |
| 2022 | 21 | |
| 2023 | 19 | |
| 2024 | 18 | |
| 2025 | 18 | |
13

| 2026 | 18 | |
6. Current Other Liabilities
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) || |
| Asset retirement obligations | 8 | | | 10 | |
| Benefit obligations (Note 9) | 27 | | | 27 | |
| Customer rebates | 42 | | | 53 | |
| Derivatives (Note 14) | 52 | | | 87 | |
| Environmental (Note 10) | 12 | | | 11 | |
| Insurance | 5 | | | 5 | |
| Interest | 25 | | | 29 | |
| Legal (Note 16) | 15 | | | 107 | |
| Operating leases | 36 | | | 36 | |
| Restructuring (Note 12) | 10 | | | 11 | |
| Salaries and benefits | 98 | | | 121 | |
| Sales and use tax/foreign withholding tax payable | 117 | | | 140 | |
| | | | |
| Other | 42 | | | 43 | |
| Total | 489 | | | 680 | |
7. Noncurrent Other Liabilities
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) || |
| Asset retirement obligations | 13 | | | 10 | |
| Deferred proceeds | 45 | | | 47 | |
| Deferred revenue (Note 18) | 4 | | | 4 | |
| Derivatives (Note 14) | 14 | | | 34 | |
| Environmental (Note 10) | 54 | | | 58 | |
| | | | |
| Insurance | 34 | | | 33 | |
| | | | |
| Other | 27 | | | 28 | |
| Total | 191 | | | 214 | |
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8. Debt
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates | | | |
| Current installments of long-term debt | 431 | | | 431 | |
| Short-term borrowings, including amounts due to affiliates(1) | 66 | | | 65 | |
| | | | |
| | | | |
| Revolving credit facility(2) | 459 | | |272 | |
| | | | |
| Accounts receivable securitization facility(3) | - | | | 115 | |
| | | | |
| Total | 497 | | | 496 | |
______________________________
(1)The weighted average interest rate was 1.0% and 2.3% as of September 30, 2020 and December 31, 2019, respectively. During the nine months ended September 30, 2020, the Company entered into an aggregate of $300 million in short-term, bilateral term loans, which were repaid during the same period.0.6% and 0.6% as of March 31, 2021 and December 31, 2020, respectively.
(2)The weighted average interest rate was 1.6% and 1.6% as of September 30, 2020 and December 31, 2019, respectively.
(3)The weighted average interest rate was 0.0% and 2.4% as of September 30, 2020, and December 31, 2019, respectively.
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Long-Term Debt | | | |
| | | | |
| | | | |
| Senior unsecured notes due 2021, interest rate of 5.875% | 400 | | | 400 | |
| Senior unsecured notes due 2022, interest rate of 4.625% | 500 | | | 500 | |
| Senior unsecured notes due 2023, interest rate of 1.125% | 878 | | | 919 | |
| Senior unsecured notes due 2024, interest rate of 3.500% | 499 | | | 499 | |
| Senior unsecured notes due 2025, interest rate of 1.250% | 351 | | | 368 | |
| Senior unsecured notes due 2027, interest rate of 2.125% | 583 | | | 610 | |
| Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00% | 166 | | | 166 | |
| | | | |
| Bank loans due at various dates through 2026(1) | 7 | | | 8 | |
| Obligations under finance leases due at various dates through 2054 | 194 | | | 201 | |
| Subtotal | 3,578 | | | 3,671 | |
| Unamortized debt issuance costs(2) | (12) | | | (13) | |
| Current installments of long-term debt | (431) | | | (431) | |
| Total | 3,135 | | | 3,227 | |
______________________________
(1)The weighted average interest rate was 1.3% and 1.3% as of March 31, 2021 and December 31, 2020, respectively.
(2)Related to the Company's long-term debt, excluding obligations under finance leases.
Senior Credit Facilities
The Company has a senior credit agreement (the "Credit Agreement") consisting of a $1.25 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2024. The Credit Agreement is 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.on Form 10-Q.

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The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facility are as follows:
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| | | | | | | |
| | As of | |
| | March 31, | |
| | 2021 | |
| | (In $ millions) | |
| Revolving Credit Facility | | |
| Borrowings outstanding(1) | 459 | | |
| | | |
| Available for borrowing(1) | 1,250 | | |
______________________________
(1)The Company borrowed $685 million and repaid $503 million under its senior unsecured revolving credit facility during the nine months ended September 30, 2020.
(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.5% above LIBOR or EURIBOR at current Company credit ratings.
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.
Accounts Receivable Securitization Facility
In July 6, 2020, the Company entered into an amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable securitization 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 securitization facility such that the SPE may sell certain receivables until July 2, 2021. 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. In July 6, 2020, the Company sold $87 million of its U.S. accounts receivable and repaid $87 million of borrowings from the U.S. accounts receivable securitization facility. These sales were 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 $268 million of accounts receivable under this agreement as of March 31, 2021. Unsold U.S. accounts receivable of $50 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2021.
Factoring and Discounting Agreements
The Company also has a factoring agreement in Europe with a financial institution to sell certain accounts receivable,The Company has factoring agreements in Europe and Singapore with financial institutions to sell 100% and 90% of certain accounts receivable, respectively, on a non-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 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 $36 million and $233 million of accounts receivable under this factoring agreement through September 30, 2020 these factoring agreements as of March 31, 2021 and December 31, 2020, respectively.
In March 2021, the Company entered into an agreement in Singapore with a financial institution to discount, on a non-recourse basis, documentary credits or other documents recorded as accounts receivable. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the receivables to the buyer. The Company has no continuing involvement in the transferred receivables and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $20 million of accounts receivable under this agreement as of March 31, 2021.
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Covenants
The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. The Company is in compliance with all of the covenants related to its debt agreements as of September 30, 2020.





16

March 31, 2021.
9. Benefit Obligations
The components of net periodic benefit cost are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | || | | | | | | | |
| | Three Months Ended September 30, | | | | | | | | Nine Months Ended September 30, | | | | | | |
| | Three Months Ended March 31, | | |
| | 2020 | | | | 2019 | | | | 2020 | | | | 2019 | | |
| | 2021 | | 2020 | | | | |
| | Pension | | Post-retirement | | Pension | | Post-retirement | | Pension | | Post-retirement | | Pension | | Post-retirement || | | | | | |
| | Benefits | | Benefits | | Benefits | | Benefits | | Benefits | | Benefits | | Benefits | | Benefits | | | | | | | |
| | (In $ millions) || | | | | | | | | | | | | |
| Service cost | 4 | | | - | | | 3 | | | - | | | 8 | | | 1 | | | |
| Interest cost | 13 | | | - | | | 21 | | | 1 | | | 64 | | | 1 | | | 86 | | | 2 | |
| Expected return on plan assets | (51) | | | - | | | (50) | | | - | | | (149) | | | - | | | (139) | | | - | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | - | | | - | | | - | | | | | |
| | | | | | | | | | | | | | | | |
| Total | (34) | | | - | | | (26) | | | 1 | | | (76) | | | 2 | | | (46) | | | 2 | |
Benefit obligation funding is as follows:
| | | | | | | | | | | | | |
| | As of | | Total | |
| | March 31, | | Expected | |
| | 2021 | | 2021 | |
| | (In $ millions) | || |
| Cash contributions to defined benefit pension plans | 6 | | | 23 | | |
| Benefit payments to nonqualified pension plans | 5 | | | 20 | | |
| Benefit payments to other postretirement benefit plans | 1 | | | 4 | | |
| Cash contributions to German multiemployer defined benefit pension plans(1) | 2 | | | 9 | | |
______________________________
(1)The Company makes contributions based on specified percentages of employee contributions.
The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
10. Environmental
The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.

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The components of environmental remediation liabilities are as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) || |
| Demerger obligations (Note 16) | 27 | | | 29 | |
| Divestiture obligations (Note 16) | 14 | | | 15 | |
| Active sites | 11 | | | 12 | |
| U.S. Superfund sites | 12 | | | 11 | |
| Other environmental remediation liabilities | 2 | | | 2 | |
| Total | 66 | | | 69 | |
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Remediation
Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (as defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 16). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period.
U.S. Superfund Sites
In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.
As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.
One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Area. The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the Lower Passaic River Site and the Newark Bay Area. Work on the RI/FS is ongoing.
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In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several damages, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273-JLL-JAD (U.S. District Court New Jersey), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs. The Company is vigorously defending these matters and currently believes that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, estimated at less than 1%, will not be material to the Company's results of operations, cash flows or financial position.
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11. Stockholders' Equity
Common Stock
The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay cash dividends is not currently restricted by its existing senior credit facility and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant.
The Company's Board of Directors approved increases in the Company's Common Stock cash dividend rates as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Increase | | Quarterly Common | | Annual Common | | Effective Date |
| | | | Stock Cash Dividend | | Stock Cash Dividend | | |
| | (In percentages) | | (In $ per share) | | | | |
| April 2019 | 15 | | 0.62 | | 2.48 | | May 2019 |
| April 2020 | - | | 0.62 | | 2.48 | | May 2020 |
The Company declared a quarterly cash dividend of $0.68 per share on its Common Stock on April 14, 2021, amounting to $77 million. The cash dividend will be paid on November 10, 2020 to holders of record as of October 27, 2020.May 10, 2021 to holders of record as of April 26, 2021.
Treasury Stock
The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Total From |
| | March 31, | | February 2008 |
| | | | | | Through |
| | | | March 31, 2021 |
| | 2021 | | 2020 | |
| Shares repurchased | 2,770,321 | | | 7,334,433 | | | 59,649,299 | |
| Shares repurchased | 1,831,970 | | | 1,709,431 | | | 64,600,021 | |
| Average purchase price per share | $ | 94.44 | | | $ | 105.67 | | | $ | 74.00 | |136.47 | | | $ | 87.87 | | | $ | 78.22 | |
| Shares repurchased (in $ millions) | $ | 250 | | | $ | 150 | | | $ | 5,053 | |
| Aggregate Board of Directors repurchase authorizations during the period (in $ millions) | $ | - | | | $ | - | | | $ | 5,866 | |
On July 15, 2020, the Company's Board of Directors approved a $500 million increase in its Common Stock repurchase authorization.
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity.
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Other Comprehensive Income (Loss), Net
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2020 | | | | | | 2019 | | | | |
| | 2021 | | 2020 |
| | Gross | | Income | | Net | | Gross | | Income | | Net |
| | Amount | | Tax | | Amount | | Amount | | Tax | | Amount |
| | | | (Provision) | | | | | | (Provision) | | |
| | | | Benefit | | | | | | Benefit | | |
| | (In $ millions) || | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency translation gain (loss) | 3 | | | (7) | | | (4) | | | 10 | | | (12) | | | (2) | |
| Gain (loss) on cash flow hedges | 6 | | | (1) | | | 5 | | | (33) | | | 1 | | | (32) | |
| | | | | | | | | | | | |
| Total | (4) | | | 6 | | | 2 | | | (37) | | | (2) | | | (39) | |
44 | | | (10) | | | 34 | | | (51) | | | 12 | | | (39) | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension and postretirement benefits gain (loss) | (4) | | | - | | | (4) | | | - | | | - | | | - | |
| | Nine Months Ended September 30, | | | | | | | | | | |
| | 2020 | | | | | | 2019 | | | | |
| | Gross | | Income | | Net | | Gross | | Income | | Net |
| | Amount | | Tax | | Amount | | Amount | | Tax | | Amount |
| | | | (Provision) | | | | | | (Provision) | | |
| | | | Benefit | | | | | | Benefit | | |
| | (In $ millions) | | | | | | | | | | |
| | | | | | | | | | | | |
| Foreign currency translation gain (loss) | (10) | | | (1) | | | (11) | | | (3) | | | (8) | | | (11) | |
| Gain (loss) on cash flow hedges | (44) | | | 11 | | | (33) | | | (55) | | | 7 | | | (48) | |

| | | | | | | | | | | | |
| Total | (54) | | | 10 | | | (44) | | | (58) | | | (1) | | | (59) | |
| Total | 43 | | | (17) | | | 26 | | | (41) | | | - | | | (41) | |
Adjustments to Accumulated other comprehensive income (loss), net, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Foreign | | Gain (Loss) | | Pension | | Accumulated |
| | | | Currency | | on Cash | | and | | Other |
| | | | Translation Gain (Loss) | | Flow | | Postretirement | | Comprehensive |
| | | | | | Hedges | | Benefits Gain (Loss) | | Income |
| | | | | | (Note 14) | | (Note 9) | | (Loss), Net |
| | | | (In $ millions) || | | | | |
| As of December 31, 2019 | | | (252) | | | (38) | | | (10) | | | (300) | |
| As of December 31, 2020 | | | (260) | | | (56) | | | (12) | | | (328) | |
| Other comprehensive income (loss) before reclassifications | | | (10) | | | (46) | | | - | | | (56) | |3 | | | 44 | | | (4) | | | 43 | |
| Amounts reclassified from accumulated other comprehensive income (loss) | | | - | | | 2 | | | - | | | 2 | |
| Income tax (provision) benefit | | | (7) | | | (10) | | | - | | | (17) | |
| As of September 30, 2020 | | | (263) | | | (71) | | | (10) | | | (344) | |
| As of March 31, 2021 | | | (264) | | | (22) | | | (16) | | | (302) | |
12. Other (Charges) Gains, Net
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | || Nine Months Ended | | |
| | September 30, | | || September 30, | | |
| | March 31, | | |
| | 2021 | | 2020 | | | | |


| | 2020 | | 2019 | | 2020 | | 2019 |

| | (In $ millions) || | | | | |
| Restructuring | (2) | | | (6) | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Asset impairments | (2) | | | - | | | (31) | | | (83) | |
| Asset impairments | (1) | | | (4) | | | | | |
| Plant/office closures | 9 | | | (1) | | | 6 | | | (2) | |
| Commercial disputes | - | | | 5 | | | | 4 | |
| European Commission investigation | - | | | - | | | (2) | | | - | |
| | | | | - | | | |
| Total | (10) | | | (7) | | | (37) | | | (101) | |
| Total | 6 | | | (6) | | | | | |
During the nine months ended September 30, 2020, the Company determined that certain fixed assets at three manufacturing sites within Europe should be assessed for impairment based on the Company's intention to establish a Compounding Center of Excellence at its Forli, Italy manufacturing location by consolidating the compounding operations at its facilities in Kaiserslautern, Germany; Wehr, Germany and Ferrara Marconi, Italy into the Forli, Italy location. As a result, the Company concluded that certain long-lived assets were impaired. Accordingly, the Company recorded a long-lived asset impairment loss of $26 million which was measured at the date of impairment. The asset impairment was included in the Company's Engineered Materials segment.
During the three months ended March 31, 2021 and 2020, the Company recorded $2 million and $6 million, respectively, of employee termination benefits primarily related to Company-wide business optimization projects.
During the nine months ended September 30, 2020, the Company recorded a $4 million long-lived asset impairment loss related to the closure of its manufacturing operations in Lebanon, Tennessee. The long-lived asset impairment loss was measured at the date of impairment to write-down the related property, plant and equipment and During the three months ended March 31, 2021, the Company recorded a $9 million gain within plant/office closures related to the termination of its Ferrara Marconi, Italy office lease, which was included in the Company's Engineered Materials segment.
During the nine months ended September 30, 2019, During the three months ended March 31, 2020, the Company recorded a $4 million long-lived asset impairment loss related to the closure of its acetate flake manufacturing operations in Ocotlán, Mexico. manufacturing operations in Lebanon, Tennessee. The long-lived asset impairment loss





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was measured at the date of impairment to write-down the related property, plant and equipment and was included in the Company's Engineered Materials segment.
During the nine months ended September 30, 2020, the Company recorded a $6 million gain within plant/office closures related to receipt of a non-income tax credit from Nanjing, China, which was included in the Company's Acetyl Chain segment.
During the three months ended March 31, 2020, the Company recorded a $5 
During the nine months ended September 30, 2020, the Company recorded a $6 million gain within commercial disputes, primarily related to the receipt of a settlement claim from a previous acquisition that was included within the Company's Engineered Materials segment.During the nine months ended September 30, 2019, the Company recorded a $15 million gain within commercial disputes related to a settlement from a previous acquisition that was included within the Company's Engineered Materials segment. The Company also recorded an $11 million loss within commercial disputes related to a settlement with a former third-party customer, which was included within the Company's Other Activities segment.

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During the nine months ended September 30, 2020 and 2019, the Company recorded $17 million and $20 million, respectively, of employee termination benefits primarily related to Company-wide business optimization projects.
Table of Contents
The changes in the restructuring liabilities by business segment are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Engineered | | Acetate Tow | | Acetyl Chain | | Other | | Total |
| | Materials | | | | | | | | |
| | (In $ millions) || | | | | | | |
| Employee Termination Benefits | | | | | | | | | |
| As of December 31, 2020 | 8 | | | 1 | | | - | | | 2 | | | 11 | |
| Additions | 2 | | | - | | | - | | | - | | | 2 | |
| Cash payments | (2) | | | - | | | - | | | (1) | | | (3) | |
| | | | | - | | | | | |
| | | | | | | | | | |
| As of March 31, 2021 | 8 | | | 1 | | | - | | | 1 | | | 10 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
13. Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | || Nine Months Ended | | |
| | September 30, | | | | September 30, | | |
| | March 31, | | |
| | 2020 | | 2019 | | 2020 | | 2019 |
| | 2021 | | 2020 | | | | |
| | (In percentages) || | | | | |
| Effective income tax rate | 21 | | | 22 | | | | 13 | |
The lower effective income tax rate for the three months ended September 30, 2020 compared to the same period in 2019 was primarily due to an income tax benefit of $16 million, related to The recognition of a net deferred tax asset, representing the Company's excess tax basis in an equity affiliate. This was partially offset by an increase in the valuation allowance on US foreign tax credits due to revised forecasts of foreign sourced income and expenses during the carryforward period.March 31, 2021, was comparable to the same period in 2020. The effective tax rate for the three months ended March 31, 2021, was unfavorably impacted by $28 million of uncertain tax positions primarily due to lending terms related to internal treasury operations. The
The higher
effective income tax rate for the nine months ended September 30, 2020, compared to the same period in 2019 was primarily due to adjustments related to the impacts of certain uncertain tax positions due to available tax attribute carryforwards, the impact of three months ended March 31, 2020, was unfavorably impacted by functional currency differences in offshore jurisdictions and increases in the valuation allowance on US foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period. This was partially offset by the income tax benefit recorded for an equity affiliate, discussed above.changes in the jurisdictional mix of earnings.
The Company will continue to monitor global legislative and regulatory developments related to COVID-19 and will record the associated tax impacts as discrete events in the periods the guidance is finalized, or when the Company is able to estimate an impact.
Due to the Tax Cuts and Jobs Act ("TCJA") and uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on a substantial portion of its foreign tax credits. The Company is currently evaluating tax planning strategies that would allow utilization of the Company's foreign tax credit carryforwards. Implementation of these strategies in future periods could reduce the level of valuation allowance that is needed, thereby decreasing the Company's effective tax rate.
In December 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted and was effective January 1, 2018. The U.S. Treasury has issued various final and proposed regulatory packages
The US Treasury issued additional final and proposed guidance
supplementing the TCJA provisions since 2018, which the Company does not expect to have a material impact on current or future income tax expense. The Company will continue to monitor the expected impacts of any new guidance on the Company's filing positions and will record the impacts as discrete income tax expense adjustments in the period that the guidance is finalized or becomes effective.
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In response to COVID-19, various global taxing authorities passed or are considering relief initiatives to aid tax payers from an effective tax rate or cash flow perspective. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in the US in response to the global pandemic. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of social security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property and the creation of certain refundable employee retention credits. The Company does not currently expect the CARES Act to have a material impact on its tax expense. In Germany, the Company was approved for a deferral of corporate income tax payments for 2020. the Company will continue to monitor global legislative and regulatory developments related to COVID-19 and will record the associated tax impacts as discrete events in the periods that guidance is finalized or the Company is able to estimate an impact.
Due to the TCJA and uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on a substantial portion of its foreign tax credits. The Company is currently evaluating tax planning strategies that would allow utilization of the Company's foreign tax credit carryforwards. Implementation of these strategies in future periods could reduce the level of valuation allowance that is needed, thereby decreasing the Company's effective tax rate.
The Company's 2013 through 2015 tax years are under joint examination by the U.S., German and Dutch taxing authorities. As of March 31, 2021, the examinations are still in progress and the Company is awaiting formal written communication of any proposed assessments. the examinations are in the preliminary data gathering phase.
14. Derivative Financial Instruments
Derivatives Designated As Hedges
Net Investment Hedges
The total notional amount of foreign currency denominated debt and cross-currency swaps designated as net investment hedges are as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In € millions) | | |
| Total | 1,358 | | | 1,358 | |

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Cash Flow Hedges
The total notional amount of the forward-starting interest rate swap designated as a cash flow hedge is as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Total | 400 | | | 400 | |
Derivatives Not Designated As Hedges
Foreign Currency Forwards and Swaps
Gross notional values of the foreign currency forwards and swaps not designated as hedges are as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Total | 503 | | | 546 | |





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Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gain (Loss) Recognized in Other Comprehensive Income (Loss) | | | | Gain (Loss) Recognized in Earnings (Loss) | | |
| | Three Months Ended September 30, | | | | | | | | Three Months Ended March 31, | | Statement of Operations Classification |
| | 2020 | | 2019 | | 2020 | |2019 | | |
| | 2021 | | 2020 | | 2021 | | 2020 | |
| | (In $ millions) | | || | | | | |
| Designated as Cash Flow Hedges | | | | | | | | | |
| Commodity swaps | 11 | | | - | | | - | | | - | | | Cost of sales |
| Interest rate swaps | 33 | | | (51) | | | - | | | - | | | Interest expense |
| | | | | | | | | | |
| | | | | | | | | | |
| Total | 44 | | | (51) | | | - | | | - | | | |
| | | | | | | | | | |
| Designated as Net Investment Hedges | | | | | | | | | |
| Foreign currency denominated debt (Note 8) | 50 | | | 37 | | | - | | | - | | | N/A |
| Cross-currency swaps | (6) | | | 30 | | | - | | | - | | | N/A |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total | 44 | | | 67 | | | - | | | - | | | |
| | | | | | | | | | |
| Not Designated as Hedges | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forwards and swaps | - | | | - | | | 3 | | | 19 | | | Foreign exchange gain (loss), net; Other income (expense), net |
| Total | - | | | - | | | (11) | | | 9 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gain (Loss) Recognized in Other Comprehensive Income (Loss) | | | | Gain (Loss) Recognized in Earnings (Loss) | | | | |
| | Nine Months Ended September 30, | | | | | | | | Statement of Operations Classification |
| | 2020 | | 2019 | | 2020 | | 2019 | | |

3 | | | 19 | | | |
| | (In $ millions) | | | | | | | | |
| Designated as Cash Flow Hedges | | | | | | | | | |
| Commodity swaps | 4 | | | (5) | | | (5) | | | 5 | | | Cost of sales |
| Interest rate swaps | (50) | | | (45) | | | - | | | - | | | Interest expense |
| | | | | | | | | | |
| | | | | | | | | | |
| Total | (46) | | | (50) | | | (5) | | | 5 | | | |
| | | | | | | | | | |
| Designated as Net Investment Hedges | | | | | | | | | |
| Foreign currency denominated debt (Note 8) | (39) | | | 74 | | | - | | | - | | | N/A |
| Cross-currency swaps | (3) | | | 16 | | | - | | | - | | | N/A |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total | (42) | | | 90 | | | - | | | - | | | |
| | | | | | | | | | |
| Not Designated as Hedges | | | | | | | | | |
| | | | | | | | | | |
| Foreign currency forwards and swaps | - | | | - | | | 7 | | | 9 | | | Foreign exchange gain (loss), net; Other income (expense), net |
| Total | - | | | - | | | 7 | | | 9 | | | |
See Note 15 for additional information regarding the fair value of the Company's derivative instruments.
Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.
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Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows:
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) || |
| Derivative Assets | | | |
| Gross amount recognized | 38 | | | 26 | |
| Gross amount offset in the consolidated balance sheets | 1 | | | 2 | |
| Net amount presented in the consolidated balance sheets | 37 | | | 24 | |
| Gross amount not offset in the consolidated balance sheets | 8 | | | 11 | |
| Net amount | 29 | | | 13 | |
| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| Derivative Liabilities | | | |
| Gross amount recognized | 67 | | | 123 | |
| Gross amount offset in the consolidated balance sheets | 1 | | | 2 | |
| Net amount presented in the consolidated balance sheets | 66 | | | 121 | |
| Gross amount not offset in the consolidated balance sheets | 8 | | | 11 | |
| Net amount | 58 | | | 110 | |
15. Fair Value Measurements
The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:
Derivatives. Derivative financial instruments include interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps and are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy.
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurement | | || | | |
| | Quoted Prices | | Significant | | Total | | Balance Sheet Classification |
| | in Active | | Other | | | | |
| | Markets for | | Observable | | | | |
| | Identical | | Inputs | | | | |
| | Assets | | (Level 2) | | | | |
| | (Level 1) | | | | | | |
| | (In $ millions) | | || | | |
| As of September 30, 2020 | | | | | | | |
| As of March 31, 2021 | | | | | | | |
| Derivatives Designated as Cash Flow Hedges | | | | | | | |
| Commodity swaps | - | | | 4 | | | 4 | | | Current Other assets |
| Commodity swaps | - | | | 15 | | | 15 | | | Noncurrent Other assets |
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| Cross-currency swaps | - | | | 14 | | | 14 | | | Current Other assets |
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| Derivatives Not Designated as Hedges | | | | | | | |
| Foreign currency forwards and swaps | - | | | 4 | | | 4 | | | Current Other assets |
| Total assets | - | | | 37 | | | 37 | | | |
| Derivatives Designated as Cash Flow Hedges | | | | | | | |
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| Interest rate swaps | - | | | (48) | | | (48) | | | Current Other liabilities |
| Commodity swaps | - | | | (2) | | | (2) | | | Current Other liabilities |
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| Commodity swaps | - | | | (1) | | | (1) | | | Noncurrent Other liabilities |
| Derivatives Designated as Net Investment Hedges | | | | | | | |
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| Cross-currency swaps | - | | | (2) | | | (2) | | | Current Other liabilities |
| Cross-currency swaps | - | | | (13) | | | (13) | | | Noncurrent Other liabilities |
| Derivatives Not Designated as Hedges | | | | | | | |
| Foreign currency forwards and swaps | - | | | (2) | | | (2) | | | Current Other liabilities |
| Total liabilities | - | | | (66) | | | (66) | | | |
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| | Fair Value Measurement | | || | | |
| | Quoted Prices | | Significant | | Total | | Balance Sheet Classification |
| | in Active | | Other | | | | |
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| Derivatives Designated as Cash Flow Hedges | | | | | | | |
| Commodity swaps | - | | | 2 | | | 2 | | | Current Other assets |
| Commodity swaps | - | | | 8 | | | 8 | | | Noncurrent Other assets |
| Derivatives Designated as Net Investment Hedges | | | | | | | |
| Cross-currency swaps | - | | | 13 | | | 13 | | | Current Other assets |
| Derivatives Not Designated as Hedges | | | | | | | |
| Foreign currency forwards and swaps | - | | | 1 | | | 1 | | | Current Other assets |
| Total assets | - | | | 24 | | | 24 | | | |
| Derivatives Designated as Cash Flow Hedges | | | | | | | |
| Interest rate swaps | - | | | (40) | | | (40) | | | Noncurrent Other liabilities |(81) | | | (81) | | | Current Other liabilities |
| Commodity swaps | - | | |(4) | | | (4) | | | Current Other liabilities |
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| Commodity swaps | - | | | (1) | | | (1) | | | Noncurrent Other liabilities |
| Derivatives Designated as Net Investment Hedges | | | | | | | |
| Cross-currency swaps | - | | | (1) | | | (1) | | | Current Other liabilities |
| Cross-currency swaps | - | | | (33) | | | (33) | | | Noncurrent Other liabilities |
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| Foreign currency forwards and swaps | - | | | (5) | | | (5) | | | Current Other liabilities |
| Total liabilities | - | | | (121) | | | (121) | | | |
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Carrying values and fair values of financial instruments that are not carried at fair value are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurement || | | |
| | Carrying | | Significant Other | | Unobservable | | Total |
| | Amount | | Observable | | Inputs | | |
| | | | Inputs | | (Level 3) | | |
| | | | (Level 2) | | | | |
| | (In $ millions) || | | | | |
| As of September 30, 2020 | | | | | | | |
| As of March 31, 2021 | | | | | | | |
| Equity investments without readily determinable fair values | 171 | | | - | | | - | | | - | |
| Insurance contracts in nonqualified trusts | 28 | | | 29 | | | - | | | 29 | |
| Long-term debt, including current installments of long-term debt | 3,584 | | | 3,525 | | | 201 | | | 3,726 | |3,578 | | | 3,555 | | | 194 | | | 3,749 | |
| As of December 31, 2020 | | | | | | | |
| Equity investments without readily determinable fair values | 171 | | | - | | | - | | | - | |
| Insurance contracts in nonqualified trusts | 30 | | | 31 | | | - | | | 31 | |
| Long-term debt, including current installments of long-term debt | 3,455 | | | 3,456 | | | 144 | | | 3,600 | |3,671 | | | 3,644 | | | 201 | | | 3,845 | |
In general, the equity investments included in the table above are not publicly traded and their fair values are not readily determinable. The Company believes the carrying values approximate fair value. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under finance leases, which are included in long-term debt, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement.
As of March 31, 2021, and December 31, 2020, the fair values of cash and cash equivalents, receivables, marketable securities, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt.
16. Commitments and Contingencies
Commitments
Guarantees
The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations.
The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following:
•Demerger Obligations
In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") (Note 10).
The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of March 31, 2021 are $97 million. Though the Company is significantly under
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its obligation cap under Category B, most of the divestiture agreements have become time barred and/or any notified environmental damage claims have been partially settled.





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The Company has also undertaken in the demerger agreement to indemnify Hoechst and its legal successors for (i) 33.33% of any and all Category A liabilities that result from Hoechst being held as the responsible party pursuant to public law or current or future environmental law or by third parties pursuant to private or public law related to contamination and (ii) liabilities that Hoechst is required to discharge, including tax liabilities, which are associated with businesses that were included in the demerger but were not demerged due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time limitations. The Company has not been requested by Hoechst to make any payments in connection with this indemnification. Accordingly, the Company has not made any payments to Hoechst and its legal successors.
Based on the Company's evaluation of currently available information, including the lack of requests for indemnification, the Company cannot estimate the remaining demerger obligations, if any, in excess of amounts accrued.
•Divestiture Obligations
The Company and its predecessor companies agreed to indemnify third-party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to significant risk (Note 10).
The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the obligations contain monetary and/or time limitations, which extend through 2037. The aggregate amount of outstanding indemnifications and guarantees provided for under these agreements is $116 million as of March 31, 2021. Other agreements do not provide for any monetary or time limitations.
Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the remaining divestiture obligations, if any, in excess of amounts accrued.
Purchase Obligations
In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. Additionally, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements. As of March 31, 2021, the Company had unconditional purchase obligations of $3.4 billion, which extend through 2042.
Contingencies
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust or competition compliance, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to the Company's results of operations, cash flows or financial position.
European Commission Investigation
In May 2017, the Company learned that the European Commission had opened a competition law investigation involving certain subsidiaries of the Company with respect to certain past ethylene purchases. Based on information learned from the European Commission regarding its investigation, Celanese recorded a reserve of $89 million in 2019, which was included within the Company's Other Activities segment. In July 2020, Celanese reached a final settlement with the European Commission in respect of this matter of $92 million, which was included in Current Other liabilities as of December 31, 2020. On January 12, 2021, the Company paid $100 million to fully settle this matter. The difference between the amount reserved and the settlement payment relates to foreign exchange rates.
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17. Segment Information
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Acetate Tow | | Acetyl | | Other | | Eliminations | | Consolidated | |
| | Engineered | | | | Chain | | Activities | | | | | |
| | Materials | | | | | | | | | | | |
| | (In $ millions) | || | | | | | | | | |
| | Three Months Ended September 30, 2020 | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 | |
| Net sales | 645 | | | 119 | | | 1,056 | | | - | | | (22) | | (1) | 1,798 | | |
| Other (charges) gains, net (Note 12) | 7 | | | - | | | - | | | (1) | | | - | | | 6 | | |
| Operating profit (loss) | 130 | | | 16 | | | 251 | | | (71) | | | - | | | 326 | | |
| Equity in net earnings (loss) of affiliates | 25 | | | - | | | 2 | | | 2 | | | - | | | 29 | | |
| Depreciation and amortization | 34 | | | 9 | | | 41 | | | 5 | | | - | | | 89 | | |
| Capital expenditures | 21 | | | 10 | | | 37 | | | 8 | | | - | | | 76 | | (2) |
35 | | | 10 | | | 41 | | |
| | Three Months Ended September 30, 2019 | | | | | | | | | | | |
| Net sales | 591 | | | 158 | | | 867 | | | - | | | (30) | | (1) | 1,586 | | |
| Other (charges) gains, net (Note 12) | (1) | | | (3) | | | - | | | (3) | | | - | | | (7) | | |
| Operating profit (loss) | 111 | | | 34 | | | 180 | | | (65) | | | - | | | 260 | | |
| Equity in net earnings (loss) of affiliates | 41 | | | - | | | 1 | | | 3 | | | - | | | 45 | | |
| Depreciation and amortization | 33 | | | 14 | | | 43 | | | 4 | | | - | | | 90 | | |
| Capital expenditures | 23 | | | 11 | | | 47 | | | 8 | | | - | | | 87 | | (2) |
______________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
(2)Includes an increase in accrued capital expenditures of $4 million and $5 million for the three months ended September 30, 2020 and 2019, respectively.





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| | | | Acetate Tow | | Acetyl | | Other | | Eliminations | | Consolidated | |
| | Engineered | | | | Chain | | Activities | | | | | |
| | Materials | | | | | | | | | | | |
| | (In $ millions) | | | | | | | | | | | |
| | Nine Months Ended September 30, 2020 | | | | | | | | | | | |
| Net sales | 1,509 | | | 385 | | | 2,237 | | | - | | | (67) | | (1) | 4,064 | | |
| Other (charges) gains, net (Note 12) | (35) | | | (1) | | | 6 | | | (7) | | | - | | | (37) | | |
33 | | | 6 | | | - | | | 73 | | (2) |
| Operating profit (loss) | 173 | | | 88 | | | 377 | | | (177) | | | - | | | 461 | | |
| Equity in net earnings (loss) of affiliates | 100 | | | - | | | 3 | | | 10 | | | - | | | 113 | | |
| Depreciation and amortization | 100 | | | 26 | | | 122 | | | 13 | | | - | | | 261 | | |
| Capital expenditures | 73 | | | 26 | | | 118 | | | 25 | | | - | | | 242 | | (2) |
| | As of September 30, 2020 | | | | | | | | | | | |
| | As of March 31, 2021 | |
| Goodwill and intangible assets, net | 999 | | | 154 | | | 289 | | | - | | | - | | | 1,442 | | |
| Total assets | 4,069 | | | 944 | | | 3,755 | | | 1,001 | | | - | | | 9,769 | | |
| Total assets | 3,987 | | | 991 | | | 4,097 | | | 1,681 | | | - | | | 10,756 | | |
| | Nine Months Ended September 30, 2019 | | | | | | | | | | | |
| | Three Months Ended March 31, 2020 | |
| Net sales | 1,847 | | | 488 | | | 2,621 | Net sales | 563 | | | 129 | | | 799 | | | - | | | (31) | | (1) | 1,460 | | |
| | | | | | | | | | | | | | | | | | | |
| Other (charges) gains, net (Note 12) | - | | | (1) | | | - | | | (5) | | | - | | | (6) | | |
| Operating profit (loss) | 102 | | | 27 | | | 135 | | | (70) | | | - | | | 194 | | |
| Equity in net earnings (loss) of affiliates | 53 | | | - | | | 1 | | | 3 | | | - | | | 57 | | |
| Depreciation and amortization | 34 | | | 8 | | | 39 | | | 4 | | | - | | | 85 | | |
| Capital expenditures | 24 | | | 10 | | | 43 | | | 9 | | | - | | | 86 | | (2) |
| | As of December 31, 2019 | | | | | | | | | | | |
| | As of December 31, 2020 | |
| Goodwill and intangible assets, net | 1,030 | | | 154 | | | 301 | | | - | | | - | | | 1,485 | | |
| Total assets | 4,125 | | | 977 | | | 3,489 | | | 885 | | | - | | | 9,476 | | |
| Total assets | 3,990 | | | 975 | | | 3,930 | | | 2,014 | | | - | | | 10,909 | | |
______________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
(2)Includes a decrease in accrued capital expenditures of $19 million and $33 million for the nine months ended September 30, 2020 and 2019, respectively.three months ended March 31, 2021 and 2020, respectively.
18. Revenue Recognition
The Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years. As of March 31, 2021, the Company had $633 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $214 million of its remaining performance obligations as Net sales in 2020, $198 million in 2021, $139 million in 2022, and the balance thereafter.2021, $194 million in 2022, $121 million in 2023 and the balance thereafter.
Contract Balances
Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the unaudited consolidated balance sheets (Note 7).
The Company does not have any material contract assets as of March 31, 2021.
Disaggregated Revenue
In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations.
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The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects which are solutions-based and are tailored to each customers' unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications. Therefore, the Company is agnostic toward products and end-use markets for the Engineered Materials business segment.





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Within the Acetate Tow business segment, the Company's primary product is acetate tow, which is managed through contracts with a few major tobacco companies and accounts for a significant amount of filters used in cigarette production worldwide.
The Company manages its Acetyl Chain business segment by leveraging its ability to sell chemicals externally to end-use markets or downstream to its emulsion polymers business. Decisions to sell externally and geographically or downstream and along the Acetyl Chain are based on market demand, trade flows and maximizing the value of its chemicals. Therefore, the Company's strategic focus is on executing within this integrated chain model and less on driving product-specific revenue.
Further disaggregation of Net sales by business segment and geographic destination is as follows:
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| | Three Months Ended | | | | Nine Months Ended | | | | | | | | || |
| | September 30, | | | | September 30, | | | | | | | | | | |
| | March 31, | | | | | | | | | | |
| | 2021 | | 2020 | | | | | | | | ||
| | (In $ millions) | | | | | | | | |
| Engineered Materials | | | | | | | | | | | | | | | |
| North America | 147 | | | 195 | | | 420 | | | 571 | | | | | | | | | |
| North America | 164 | | | 162 | | | | | | | | | | | | | |
| Europe and Africa | 222 | | | 251 | | | 665 | | | 822 || Europe and Africa | 296 | | | 260 | | | | | | | | | | | | | ||
| Asia-Pacific | 141 | | | 126 | | | 381 | | | 400 | | | | | | | | | |
| Asia-Pacific | 164 | | | 123 | | | | | | | | | | | | | |
| South America | 21 | | | 18 | | | 43 | | | 54 | | | | | | | || |
| Total | 526 | | | 591 | | | 1,509 | | | 1,847 || Total | 645 | | | 563 | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | |
| Acetate Tow | | | | | | | | | | | | | | | |
| North America | 24 | | | 30 | | | 72 | North America | 28 | | | 21 | | | | 97 | | | | | | | | | |
| Europe and Africa | 68 | | | 71 | | | 203 | | | 193 | | | | | | | || |
| Asia-Pacific | 40 | | | 60 | | | 101 | | | 176 | | | | | | | | | |
| Asia-Pacific | 22 | | | 32 | | | | | | | | | | | | | |
| South America | 1 | | | 5 | | | 9 | | | 22 | | | | | | | | ||
| Total | 129 | | | 158 | | | 385 | | | 488 | | | | | | | | | |
| Total | 119 | | | 129 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Acetyl Chain | | | | | | | | | | | | | | | |
| North America | 246 | | | 273 | | | 728 | | | 837 | | | | | | | | | |
| North America | 281 | | | 274 | | | | | | | | | | | | | |
| Europe and Africa | 251 | | | 280 | | | 753 | | | 856 | | | | | | | | | |
| Europe and Africa | 310 | | | 266 | | | | | | | | | | | | | |
| Asia-Pacific | 423 | | | 207 | | | 640 | | | 772 | | | | | | | || |
| South America | 16 | | | 20 | | | 21 | | | 65 | | | | | | | | | | |
| Total(1) | 756 | | | 837 | | | 2,170 | | | 2,530 | Total(1) | 1,034 | | | 768 | | | | | | | | | | | | | || |
______________________________
(1)Excludes intersegment sales of $22 million and $31 million for the three months ended September 30, 2020 and 2019, respectively. Excludes intersegment sales of $67 million and $91 million for the nine months ended September 30, 2020, and 2019, respectively.March 31, 2021 and 2020, respectively.
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19. Earnings (Loss) Per Share
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | || Nine Months Ended | | |
| | September 30, | | || September 30, | | |
| | March 31, | | |
| | 2021 | | 2020 | | | | |


| | 2020 | | 2019 | | 2020 | | 2019 |

| | (In $ millions, except share data) || | | | | |
| Amounts attributable to Celanese Corporation | | | | | | | |
| Earnings (loss) from continuing operations | 209 | | | 268 | | | 544 | | |816 | |323 | | | 225 | | | | | |
| Earnings (loss) from discontinued operations | (2) | | | (5) | | | (12) | | |(7) | |(1) | | | (7) | | | | | |
| Net earnings (loss) | 207 | | | 263 | | | 532 | | | 809 | |
| Net earnings (loss) | 322 | | | 218 | | | | | |
| | | | | | | | |
| Weighted average shares - basic | 118,045,476 | | | 122,699,859 | | | 118,543,853 | | |125,159,647 | |113,511,369 | | | 119,251,689 | | | | | |
| Incremental shares attributable to equity awards(1) | 519,344 | | | 599,805 | | | 575,350 | | |709,182 | |516,776 | | | 648,155 | | | | | |
| Weighted average shares - diluted | 118,564,820 | | | 123,299,664 | | | 119,119,203 | | | 125,868,829 | |114,028,145 | | | 119,899,844 | | | | | |
______________________________
(1)Excludes 29 and 63,384 equity award shares for the three months ended September 30, 2020 and 2019, respectively, as their effect would have been antidilutive. Excludes 8,127 and 0 equity award shares for the nine months ended September 30, 2020, and 2019,March 31, 2021 and 2020, respectively, as their effect would have been antidilutive.
20. Subsequent Events
Sale of Polyplastics Co., Ltd. Joint Venture Equity Interest
On October 9, 2020, Celanese completed the previously announced sale of its 45% joint venture equity interest in Polyplastics Co., Ltd. ("Polyplastics"), to its joint venture partner Daicel Corporation ("Daicel"), for a purchase price of approximately $1.6 billion in cash. In connection with the transaction, the Company expects to record a gain on the sale of its equity interest in Polyplastics of $1.4 billion and income tax expense, net, of approximately $295 million during the fourth quarter of 2020. The gain on the sale of the Company's equity interest in Polyplastics will be included in its Engineered Materials segment.
In addition to the sale of the Company's 45% equity interest in Polyplastics, the agreement provides for the amendment of certain supply agreements and the execution of certain intellectual property licenses between Celanese, certain of its affiliates and Polyplastics and Daicel, as applicable, as well as the termination of certain agreements and a mutual release of liabilities under such terminated agreements.





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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese U.S. Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2020 filed on February 11, 2021 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Reporting on Form 10-K ("2020 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2020 Form 10-K.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
COVID-19 Update
On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") as a pandemic, which originated in China and has spread throughout the world to substantially all locations where we have offices, production facilities, customers and suppliers, creating a dynamic and challenging situation worldwide. The COVID-19 pandemic is evolving, and to date has led to the implementation of various responsesThe COVID-19 pandemic and the various responses thereto, including government-imposed quarantines, stay-at-home restrictions, travel restrictions and other public health and safety measures,
continue to evolve. Our employees' health and well-being continue to be of vital importance For employees who are working in plants and who have returned to the office, and we continue to monitor the pandemic in the areas where we have employees and operations. We have implemented government recommended protocols and best practices related to social distancing and best hygiene practices, including the use of additional personal protective equipment and enhanced cleaning protocols, where appropriate. We have also restricted visitor access and non-essential business travel. We have a global crisis team in place monitoring the evolving situation and recommending risk mitigation actions, including workplace health and safety measures. We also have site activation teams at all locations to guide and continue to implement our careful return-to-office efforts in accordance with government regulations and recommended protocols.Our presence in China provided us with an advance view of how COVID-19 scenarios can unfold as well as the importance of taking early action.
We operate within a geographically-balanced global footprint and have the ability to utilize different production and distribution strategies depending on the business and product to satisfy customer demands. We continue to pursue our existing operational strategy. Where we temporarily reduced run rates in prior quarters, our plants are now operating at more normalized levels, and we have been able to maintain a largely consistent supply chain. During the first half of 2020 the effects of COVID-19 and related actions to control its spread had a significant, negative impact on the operating results of our Engineered Materials and Acetyl Chain segments, as discussed in more detail in the individual reporting segment sections below. However, during the third quarter of 2020, consumer demand for certain second half of 2020 and into 2021, consumer demand for most applications has increased within many regions of the world, particularly in China and the U.S., which have rebounded to pre-COVID-19 levels. and in the US. In Engineered Materials, demand has increased for consumer goods such as electronics and appliances, and applications including food and beverage, pharma and 5G infrastructure continue to be resilient. Demand for automobiles and medical applications remains at reduced levels with





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automotive beginning to show signs of recovery in the third quarter of 2020. In the Acetyl Chain, We benefit from a highly diversified set of end-uses with less exposure, relative to others in the industry, to end markets that have been most acutely impacted by COVID-19 However, the low acetic acid pricing, along with volatility with global oil markets, presented a deflationary environment for the Acetyl Chain business for the nine months ended September 30, 2020. That trend has begun to reverse as recent increases in raw material prices are expected to have a beneficial impact on pricing within the Acetyl Chain toward the end of 2020. Further, we see resiliency and even growth in some applications within all of our segments, including packaging, hygiene products, disinfectants, pharma, paints, bonding agents and cigarettes. We currently anticipate that We currently anticipate that the extent to which COVID-19 impacts customer demand and our results of operations should begin to normalize in 2021, absent a similar resurgence of COVID-19, as the economies in which we operate continue to recover.
We have taken, and will continue to take, actions to mitigate the impact of COVID-19 on our results of operations, financial condition and cash flow. We are managing inventory levels, reducing our manufacturing costs and optimizing our working capital. We have reduced discretionary spending such as travel and other corporate functional expenses. Although significant layoffs have not occurred within the Company during the three and nine months ended September 30, 2020, some positions have been eliminated under a global restructuring program implemented largely as a result of cost cutting initiatives due to the current global economic environment.
will continue to decrease during the remainder of 2021, assuming effective rollout of vaccines and absent resurgences of COVID-19.
We are actively managing our business to maintain cash flow, and we believe that liquidity from (i) cash generated from operations; (ii) cash on hand; (iii) dividends from our portfolio of strategic investments; and (iv) cash available from our senior unsecured revolving credit facility and our accounts receivable securitization facility, will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future. We remain in compliance with the financial covenants under our senior unsecured revolving credit facility and expect to remain in compliance based on our current expectation of future results of operations.
To preserve our cash balances and maintain liquidity, we have reduced our capital expenditures forecast from $500 million to the range of $325 million to $350 million for the full year 2020, prioritizing those projects that continue to drive productivity for us in the near-term. We remain fully committed to our current cash dividend. During the three months ended September 30, 2020, we resumed share repurchases and expect to purchase approximately $400 million of additional shares during the fourth quarter of 2020 using our cash flow, including proceeds from the sale of our joint venture equity interest in Polyplastics Co., Ltd ("Polyplastics").
The duration and scope of COVID-19 continues to be uncertain. The extent to which the COVID-19 pandemic may
The extent to which COVID-19 will
adversely impact our business, financial condition and results of operations will depend on numerous evolving factors, including the effectiveness of vaccine distribution around the world, the extent and locations of any resurgences of the virus, health and safety measures and the continuing impact of the pandemic on supply chains (including the availability and cost of transportation and materials). These factors are uncertain, rapidly changing and cannot be predicted. For further information regarding the impact COVID-19 could have on our business, financial condition and results of operations, see Part I - Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020. For further discussion of our liquidity
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condition, see Liquidity and Capital Resources in this Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Risk Factors
See Part I - Item 1A. Risk Factors of our 2019 Form 10-K and subsequent periodic filings we make with the SEC 2020 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:These factors include, among other things:
•the extent to which the COVID-19 pandemic continues to adversely impact the economic environment, market demand and our operations, as well as the pace of any economic recovery;
•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
•changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
•the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
•increased price competition and the introduction of competing products by other companies;
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•the ability to identify desirable potential acquisition targets and to complete acquisition or investment transactions, including obtaining regulatory approvals, consistent with our strategy;
•market acceptance of our technology;
•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 pandemic), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather, natural disasters, or other crises;
•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
•changes in applicable tariffs, duties and trade agreements, tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations that may impact recorded or future tax impacts associated with the Tax Cuts and Jobs Act ("TCJA") and other potential regulatory and legislative tax developments in the United States or other jurisdictions;
•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, public health crises (including, but not limited to, the COVID-19 outbreak), or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather, natural disasters, or other crises including public health crises;
•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change;
•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
•changes in currency exchange rates and interest rates; and
•our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
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•various other factors, both referenced and not referenced in this Quarterly Report.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. In addition, COVID-19 and responses to the pandemic by governments and businesses, have significantly increased financial and economic volatility and uncertainty, exacerbating the risks and potential impact of these factors. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.
Overview
We are a global chemical and specialty materials company. We are a leading global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals, for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, consumer and medical, energy storage, filtration, food and beverage, paints and coatings, paper and packaging, performance industrial and textiles. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.
Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.
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Results of Operations
Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | | || | | | | | | | | | | |
| | Three Months Ended September 30, | | | | | | Nine Months Ended September 30,| | Three Months Ended March 31, | | | | | | ||
| |
2021 | | 2020 | | 2019 | | Change | | 2020 | | 2019 | | Change | Change | | | | | | |
| | (unaudited) || | | | | | | | | |
| | (In $ millions, except percentages) || | | | | | | | | |
| Statement of Operations Data | | | | | | | | | | | |
| Net sales | 1,411 | | | 1,586 | | | (175) | | | 4,064 | | | 4,865 | | | (801) | |
| Net sales | 1,798 | | | 1,460 | | | 338 | | | | | | | |
| Gross profit | 327 | | | 414 | | | (87) | | | 917 | | | 1,290 | | | (373) | |
| Gross profit | 485 | | | 348 | | | 137 | | | | | | | |
| Selling, general and administrative ("SG&A") expenses | (106) | | | (120) | | | 14 | | | (345) | | | (358) | | |13 | |(137) | | | (125) | | | (12) | | | | | | | |
| Other (charges) gains, net | (10) | | | (7) | | | (3) | | | (37) | | | (101) | | | 64 | |
| Other (charges) gains, net | 6 | | | (6) | | | 12 | | | | | | | |
| Operating profit (loss) | 184 | | | 260 | | | (76) | | | 461 | | | 766 | | | (305) | |
| Operating profit (loss) | 326 | | | 194 | | | 132 | | | | | | | |
| Equity in net earnings (loss) of affiliates | 29 | | | 45 | | | (20) | | | 113 | | | 134 | | | (21) | |57 | | | (28) | | | | | | | |
| Non-operating pension and other postretirement employee benefit (expense) income | 38 | | | 28 | | | 10 | | | 83 | | | 51 | | | 32 | |
| Interest expense | (28) | | | (27) | | | (1) | | | (83) | | | (87)| Interest expense | (25) | | | (28) | | | 3 | | | | | | 4 | |
| | | | | - | | | - | | | - | | | (4) | | | 4 | |
| Dividend income - equity investments | 42 | | | 37 | | | 5 | | | 89 | | | 9 | |
| Earnings (loss) from continuing operations before tax | 241 | | | 323 | | | (82) | | | 680 | | | 947 | | |(267) | |409 | | | 292 | | | 117 | | | | | | | |
| | | | | | | | | | | | |
| Earnings (loss) from continuing operations | 211 | | | 270 | | | (59) | | | 550 | | | 820 | | | (270) | |324 | | | 227 | | | 97 | | | | | | | |
| Earnings (loss) from discontinued operations | (2) | | | (5) | | | 3 | | | (12) | | | (7) | | | (5) | |(1) | | | (7) | | | 6 | | | | | | | |
| Net earnings (loss) | 209 | | | 265 | | | (56) | | | 538 | | | 813 | | | (275) | |
| Net earnings (loss) | 323 | | | 220 | | | 103 | | | | | | | |
| Net earnings (loss) attributable to Celanese Corporation | 207 | | | 263 | | | (56) | | | 532 | | | 809 | | | (277) | |322 | | | 218 | | | 104 | | | | | | | |
| Other Data | | | | | | | | | | | |
| Depreciation and amortization | 90 | | | 85 | | | (5) | | | 261 | | | 261 | | | - | |5 | | | | | | | |
| SG&A expenses as a percentage of Net sales | 7.6 | % | | 8.6 | % | | | | | | | | |
| Operating margin(1) | 18.1 | % | | 13.3 | % | | | | | | | | |
| | | | | | | | | | | | |
| Other (charges) gains, net | | | | | | | | | | | |
| Restructuring | (2) | | | (6) | | | 4 | | | | | | 3 | |
| | | | | | | | | | | | |
| Asset impairments | (2) | | | - | | | (2) | | | (31) | | | (83)| Asset impairments | (1) | | | (4) | | | 3 | | | | | | 52 | |
| Plant/office closures | 9 | | | (1) | | | 10 | | | | | | 8 | |
| Commercial disputes | - | | | 5 | | | (5) | | | 6 | | | | |
| | | | | - | | | - | | | | |
| | | | | - | | | - | | | 1 | | | - | | | 1 | |
| Total Other (charges) gains, net | (10) | | | (7) | | | (3) | | | (37) | | | (101)6 | | | (6) | | | 12 | | | | | | 64 | |
______________________________
(1)Defined as Operating profit (loss) divided by Net sales.
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| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (unaudited) || |
| | (In $ millions) | | |
| Balance Sheet Data | | | |
| Cash and cash equivalents | 791 | | | 955 | |
| | | | |
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 497 | | | 496 | |
| Long-term debt, net of unamortized deferred financing costs | 3,135 | | | 3,227 | |
| Total debt | 3,632 | | | 3,723 | |
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Factors Affecting Business Segment Net Sales
The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Volume | | Price | | Currency | | Other | | Total |
| | (unaudited) || | | | | | | |
| | (In percentages) || | | | | | | |
| Engineered Materials | 7 | | | 2 | | | 6 | | | - | | | 15 | |
| Acetate Tow | (8) | | | - | | | - | | | - | | | (8) | |
| Acetyl Chain | 5 | | | 25 | | | 2 | | | - | | | 32 | |
| Total Company | (6) | | | (7) | | | 1 | | | 1 | | | (11) | |
| Total Company | 5 | | | 14 | | | 4 | | | - | | | 23 | |Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | Volume | | Price | | Currency | | Other | | Total |
| | (unaudited) | | | | | | | | |
| | (In percentages) | | | | | | | | |
| Engineered Materials | (15) | | | (3) | | | - | | | - | | | (18) | |
| Acetate Tow | (17) | | | (4) | | | - | | | - | | | (21) | |
| Acetyl Chain | (6) | | | (9) | | | - | | | - | | | (15) | |
| Total Company | (11) | | | (6) | | | - | | | 1 | | | (16) | |
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Consolidated Results
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Net sales decreased $175 million, or 11%, for the three months ended September 30, 2020 Net sales increased $338 million, or 23%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•lower volume across all of our segments, primarily driven by our Engineered Materials segment due to depressed global economic conditions as a result of the COVID-19 pandemic; and
•higher pricing in most of our segments, primarily driven by our Acetyl Chain segment due to the reduced global customer demand environment and an overall deflationary environment for raw materials as a result of the COVID-19 pandemic;increased customer demand in Asia and Europe and supply constraints across all regions;
partially offset by:
•a favorable currency impact resulting from a stronger Euro relative to the U.S. dollar; and
Operating profit decreased $76 million, or 29%, for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•higher volume
•lower Net sales across all of our segments;
partially offset by:
•lower raw material costs within our Acetyl Chain and Engineered Materials segments,
•lower spending of $18 million in our Engineered Materials segment;
•lower costs of $10 million in our Acetate Tow segment; and
•lower incentive compensation cost and functional spending of $9 million within Other Activities.
Equity in net earnings (loss) of affiliates decreased $20 million for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to
•a decrease in equity investment in earnings of $10 million and $8 million from our Ibn Sina and Polyplastics strategic affiliates, respectively, primarily as a result of depressed global economic conditions.
(i) our acquisition of Nouryon's redispersible polymer powders business offered under the Elotex® brand ("Elotex") in April of 2020 and (ii) increased demand due to recovery from the COVID-19 pandemic.
Our effective income tax rate for the three months ended September 30, 2020 was 12% compared to 16% for the same period in 2019. The lower effective income tax rate for the three months ended September 30, 2020 compared to the same period in 2019 was primarily due to an income tax benefit of $16 million, related to the recognition of a net deferred tax asset, representing our excess tax basis in an equity affiliate, partially offset by an increase in the valuation allowance on US foreign tax credits. See Note 13 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
Net sales decreased $801 million, or 16%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•lower volume across all of our segments, primarily due to depressed global economic conditions and the reduced global customer demand environment as a result of the COVID-19 pandemic; and
•lower pricing across all of our segments, primarily driven by our Acetyl Chain segment due to the reduced global customer demand environment and an overall deflationary environment for raw materials as a result of the COVID-19 pandemic.
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Operating profit decreased $305 million, or 40%, for the nine months ended September 30, 2020
Operating profit increased $132 million, or 68%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•lower Net sales across all of our segments; and
•higher Net sales
•higher plant turnaround and spending in our Acetyl Chain and Engineered Materials segments;
partially offset by:
•higher raw material costs within our Acetyl Chain and Engineered Materials segments;
•a favorable impact to Other (charges) gains, net. During the nine months ended September 30, 2019, we recorded an $83 million long-lived asset impairment loss related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information; and
•higher energy costs across all of our segments related to Winter Storm Uri; and
•higher costs in our Acetyl Chain segment as a result of fixed overhead, freeze-related repairs and restart costs resulting from Winter Storm Uri, as well as costs associated with running the Elotex business we acquired in April 2020.
Equity in net earnings (loss) of affiliates decreased $28 million for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•a decrease in equity investment in earnings of $21 million and $12 million from our Ibn Sina Korea Engineering Plastics Co., Ltd. and Polyplastics strategic affiliates, respectively, primarily as a result of depressed global economic conditions and the previously disclosed sale of our investment in Polyplastics completed in October 2020.
Our effective income tax rate for the nine months ended September 30, 2020 was 19% compared to 13% for the same period in 2019. The higher effective income tax rate for the nine months ended September 30, 2020. compared to the same period in 2019 was primarily due to adjustments related to the impacts of certain uncertain tax positions due to available tax attribute carryforwards, the impact of functional currency differences in offshore jurisdictions and increases in the valuation allowance on US foreign tax credit carryforwards, partially offset by the income tax benefit recorded for an equity affiliate.three months ended March 31, 2021 was comparable to the same period in 2020. See Note 13 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
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Business Segments
Engineered Materials
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | || | | | | | | | | |
| | Three Months Ended September 30, | | | | Change | | % Change | | Nine Months Ended September 30, | | | | Change | | % Change |
| | Three Months Ended March 31, | | Change | | % | | | | | | |
| | 2020 | | 2019 | | | | | | 2020 | | 2019| | | | | | Change | | | | | | ||
| | (unaudited) | | | | | | | | | | || | | |
| | 2021 | | 2020 | | | | | | | | |
| | (unaudited) |

| | (In $ millions, except percentages) || | | | | | | | | | | | | |
| Net sales | 526 | | | 591 | | | (65) | | | (11.0) | % | | 1,509 | | | 1,847 | | | (338) | | | (18.3) | % |
| Net sales | 645 | | | 563 | | | 82 | | | 14.6 | % | | | | | | | | |
| Net Sales Variance | | | | | | | | | | | | | | | |
| Volume | 7 | % | | | | | | | | (15) | % | | | | | | |
| Price | 2 | % | | | | | | | | (3) | % | | | | | | |
| Currency | 6 | % | | | | | | | | - | % | | | | | | |
| Other | - | % | | | | | | | | - | % | | | | | | |
| Other (charges) gains, net | (10) | | | (1) | | | (9) | | | (900.0) | % | | (35)| Other (charges) gains, net | 7 | | | - | | | 7 | | | 100.0 | % | | | | | 6 | | | (41) | | | (683.3) | % |
| Operating profit (loss) | 84 | | | 111 | | | (27) | | | (24.3) | % | | 173 | | | 358 | | | (185) | || (51.7) | % |
| Operating profit (loss) | 130 | | | 102 | | | 28 | | | 27.5 | % | | | | | | | | |
| Operating margin | 20.2 | % | | 18.1 | % | | | | | | | | | | | | |
| Equity in net earnings (loss) of affiliates | 25 | | | 53 | | | (20) | | | (48.8) | % | | 100 | | | 123 | | | (23) | || (18.7) | % |(28) | | | (52.8) | % | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Depreciation and amortization | 35 | | | 34 | | | 1 | | | 2.9 | % | | 100 | | | 96 | | | |
Our Engineered Materials segment includes our engineered materials business, our food ingredients business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry. Our food ingredients business is a leading global supplier of acesulfame potassium for the food and beverage industry and is a leading producer of preservatives, such as potassium sorbate and sorbic acid.
The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials. Therefore, in general, margins may expand or contract in response to changes in raw material costs.
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Net sales decreased for the three months ended September 30, 2020 Net sales increased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•higher volume for most of our products driven by depressed global economic conditions as a result of the COVID-19 pandemic;andincreased demand in Europe and Asia due to recovery from the COVID-19 pandemic;
•a favorable currency impact resulting from a stronger Euro relative to the U.S. dollar; and

•higher pricing for most of our products, primarily due to a continued reduction in customer demand as well as customer and product mix,
increased customer demand and product mix, as well as supply disruptions primarily caused by Winter Storm Uri.partially offset by
•a favorable currency impact resulting from a stronger Euro relative to the US dollar.

Operating profit decreased for the three months ended September 30, 2020 Operating profit increased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•higher Net sales; and
•a favorable impact of $7 million to Other (charges) gains, net. During the three months ended March 31, 2021, we recorded a $9 million gain on the termination of our Ferrara Marconi, Italy office lease, partially offset by $2 million in employee termination benefits, primarily related to business optimization projects. in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information;





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partially offset by:
•lower spending of $18 million, primarily as a result of reduced plant production and inventory costs and
•higher energy costs of $8 million, primarily due to supply disruptions caused by Winter Storm Uri; and
•lower raw material costs for most of our products.
Equity in net earnings (loss) of affiliates decreased for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•a decrease in equity investment in earnings of $10 million and $8 million, from our Ibn Sina and Polyplastics strategic affiliates, respectively, primarily as a result of depressed global economic conditions.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
Net sales decreased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to
•lower volume for most of our products driven by depressed global economic conditions as a result of the COVID-19 pandemic; and

•lower pricing for most of our products, primarily due to a continued reduction in customer demand, as well as customer and product mix.
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Operating profit decreased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•lower Net sales;
•an unfavorable impact of $41 million to Other (charges) gains, net. During the nine months ended September 30, 2020, we recorded a $26 million long-lived asset impairment loss related to certain fixed assets used in compounding operations at our facilities in Kaiserslautern, Germany; Wehr, Germany and Ferrara Marconi, Italy. During the nine months ended September 30, 2019, we also recorded a $15 million gain related to a settlement of a commercial dispute from a previous acquisition, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information; and
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•higher spending of $22 million, primarily as a result of plant turnaround activity and associated inventory costs, partially offset by reduced spending on lower plant production;
partially offset by:
•lower raw material costs, primarily for methanol and ethylene, as a result of supply disruptions caused by Winter Storm Uri. for most of our products; and
•lower energy costs of $15 million, primarily related to favorable pricing.

Equity in net earnings (loss) of affiliates decreased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•a decrease in equity investment in earnings of $21 million and $12 million from our Ibn Sina Korea Engineering Plastics Co., Ltd. and Polyplastics strategic affiliates, respectively, primarily as a result of depressed global economic conditions





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and the previously disclosed sale of our investment in Polyplastics completed in October 2020.
Acetate Tow
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | || | | | |
| | Three Months Ended September 30, | | | | Change | | % | | Nine Months Ended | | | | Change | | % |
| | Three Months Ended March 31, | | Change | | % | | | | | | |
| | | | | | | | Change | | | | | | |
| | 2020 | | 2019 | | | | | | 2020 | | 2019 | | | | |
| | 2021 | | 2020 | | | | | | | | |
| | (unaudited) || | | | | | | | | | | | | |
| | (In $ millions, except percentages) || | | | | | | | | | | | | |
| Net sales | 129 | | | 158 | | | (29) | | | (18.4) | % | | 385 | | | 488 | | | (103) | || (21.1) | % |
| Net sales | 119 | | | 129 | | | (10) | | | (7.8) | % | | | | | | | | |
| Net Sales Variance | | | | | | | | | | | | | | | |
| Volume | (8) | % | | | | | | | | | | | | | | ||
| Price | - | % | | | | | | | | (4) | % | | | | | | |
| Currency | - | % | | | | | | | | - | % | | | | | | |
| Other | - | % | | | | | | | | | | | | | | ||
| Other (charges) gains, net | - | | | (1) | | | 1 | | | 100.0 | % | | (1) | | | (87) | | | 86 | || 98.9 | % | | | | | | | |
| Operating profit (loss) | 16 | | | 27 | | | (11) | | | (40.7) | % | | 88 | | | | | | |
| Operating margin | 13.4 | % | | 20.9 | % | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Dividend income - equity investments | 41 | | | 37 | | | 4 | | | 10.8 | % | | 97 | | | 88 | | | |
| Depreciation and amortization | 10 | | | 8 | | | 2 | | | 25.0 | % | | 26 | | | | | | |
Our Acetate Tow segment serves consumer-driven applications. We are a leading global producer and supplier of acetate tow and acetate flake, primarily used in filter products applications.
The pricing of products within the Acetate Tow segment is sensitive to demand and is primarily based on the value of the product we produce. Many sales in this business are conducted under contracts with pricing for one or more years. As a result, margins may expand or contract in response to changes in market conditions over these similar periods, and we may be unable to adjust pricing also due to other factors, such as the intense level of competition in the industry.
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Net sales decreased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•lower acetate flake volume, primarily due to the expiration of an acetate flake contract;
•lower acetate tow volume, consistent with global demand reduction; and
•lower acetate tow pricing, primarily due to customer mix.
due to supply constraints as a result of acetic acid shortages caused by Winter Storm Uri.
Operating profit decreased for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:March 31, 2021 compared to the same period in 2020, primarily due to:
•lower Net sales.
partially offset by:
•lower energy costs, accelerated depreciation and amortization expense and spending of $6 million, $5 million and $4 million, respectively, primarily related to the closure of our acetate flake manufacturing unit in Ocotlán, Mexico in the prior year.
Nine Months Ended September 30, 2020, Compared to Nine Months Ended September 30, 2019
Net sales decreased for the nine months ended September 30, 2020 compared to the same period in 2019.
•lower acetate flake volume, primarily due to:the expiration of an acetate flake contract;
•lower acetate tow volume, consistent with global demand reduction; and
•lower acetate tow pricing, primarily due to customer mix.





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Operating profit increased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•a favorable impact of $86 million to Other (charges) gains, net. During the nine months ended September 30, 2019, we recorded an $83 million long-lived asset impairment loss related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information; and
•lower energy costs, accelerated depreciation and amortization expense and spending of $20 million, $9 million and $8 million, respectively, primarily related to the closure of our acetate flake manufacturing unit in Ocotlán, Mexico in the prior year;
partially offset by:
•lower Net sales.
Dividend income from equity investments increased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•higher earnings from our acetate tow joint ventures related to the expiration of an acetate flake contract, which was assumed by Nantong Cellulose Fibers Co. Ltd.





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Acetyl Chain
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | || | | | | | | | | | | | |
| | Three Months Ended September 30, | | | | Change | | % Change | | Nine Months Ended September 30, | | | | Change | | % Change |
| | Three Months Ended March 31, | | Change | | % | | | | | | |
| | 2020 | | 2019 | | | | | | 2020 | | 2019| | | | | | Change | | | | | | ||
| | 2021 | | 2020 | | | | | | | | |
| | (unaudited) |
| | (In $ millions, except percentages) || | | | | | | | | | | | | |
| Net sales | 776 | | | 867 | | | (91) | | | (10.5) | % | | 2,237 | | | 2,621 | | | (384) | || (14.7) | % |
| Net sales | 1,056 | | | 799 | | | 257 | | | 32.2 | % | | | | | | | | |
| Net Sales Variance | | | | | | | | | | | | | | | |
| Volume | 5 | % | | | | | | | | | | | | | | ||
| Price | 25 | % | | | | | | | | | | | | | | ||
| Currency | 2 | % | | | | | | | | - | % | | | | | | |
| Other | - | % | | | | | | | | - | % | | | | | | |
| | | | | - | | | 1 | | | | | | 6 | | |(1) | | | 7 | | | 700.0 | % |
| Operating profit (loss) | 121 | | | 180 | | | (59) | | | (32.8) | % | | 377 | | | 570 | | | (193) | || (33.9) | % |
| Operating profit (loss) | 251 | | | 135 | | | 116 | | | 85.9 | % | | | | | | | | |
| Operating margin | 23.8 | % | | 16.9 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Depreciation and amortization | 41 | | | 39 | | | (2) | | | (4.7) | % | | 122 | | | 119 | | | 3 | | | 2.5 | % |2 | | | 5.1 | % | | | | | | | | |
Our Acetyl Chain segment includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate ("EVA") polymers and redispersible powders ("RDP") businesses. Our intermediate chemistry business produces and supplies acetyl products, including acetic acid, vinyl acetate monomer ("VAM"), acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and pharmaceuticals. It also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products. Our emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper. Our EVA polymers business is a leading North American manufacturer of a full range of specialty EVA resins and compounds, as well as select grades of low-density polyethylene. Our EVA polymers products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting. Our RDP business is a leading manufacturer of redispersible polymer powders, sold under the Elotex® brand. The business produces polymer emulsions which are converted into powdered thermoplastic resin materials. RDP products are used in a variety of applications in the mortar industry, including decorative mortar, exterior insulation and finish systems, gypsum-based materials, plaster and render, self-leveling floor systems, skim coat and tile adhesives.
The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw material costs over months or quarters.
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Net sales decreased for the three months ended September 30, 2020 Net sales increased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•higher pricing for all of our products, primarily due to the reduced global customer demand environment and an overall deflationary environment for raw materials as a result of the COVID-19 pandemic.increased customer demand in Asia and Europe and supply constraints across all regions;
Operating profit decreased for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•lower Net sales; and
•higher costs of $8 million, primarily related to our acquisition of Elotex;
•higher volume primarily from RDP due to our acquisition of Elotex; and
•lower raw material costs, primarily for methanol and ethylene; and
•a favorable impact of $4 million, primarily related to productivity initiatives.
•a favorable currency impact resulting from a stronger Euro relative to the U.S. dollar;






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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019
Net sales decreased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•lower pricing for most of our products, primarily due to the reduced global customer demand environment and an overall deflationary environment for raw materials as a result of the COVID-19 pandemic; and
partially offset by:
•lower volume for most of our products primarily due to the reduced global customer demand environment as a result of the COVID-19 pandemic, partially offset by higher volume for redispersible powders due to our acquisition of Elotex.
•lower volume for VAM, due to supply constraints as a result of shortages caused by Winter Storm Uri.
Operating profit decreased for the nine months ended September 30, 2020 Operating profit increased for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to:
•higher Net sales;
•higher costs of $16 million, primarily related to our acquisition of Elotex; and
•lower plant turnaround costs of $13 million, primarily related to our joint venture, Fairway, and Clear Lake plants in 2020;
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partially offset by:
•higher raw material costs, primarily for methanol, ethylene and carbon monoxide, due to stronger demand and tighter market conditions;
•higher costs of $29 million as a result of fixed overhead, freeze-related repairs and restart costs resulting from Winter Storm Uri, as well as costs associated with running the Elotex business we acquired in April 2020; and
•higher energy costs of $19 million, primarily due to supply disruptions caused by Winter Storm Uri.





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Other Activities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | || | | | |
| | Three Months Ended September 30, | | | | Change | | % Change | | Nine Months Ended September 30, | | | | Change | | % |
| | Three Months Ended March 31, | | Change | | % | | | | | | |
| | | | | | Change | | | | | | |
| | 2020 | | 2019 | | | | | | 2020 | | 2019 | | 2021 | | 2020 | | | | | | | | ||
| | (unaudited) || | | | | | | | | | | | | |
| | (In $ millions, except percentages) || | | | | | | | | | | | | |
| Other (charges) gains, net | (1) | | | (5) | | | 4 | | | 66.7 | % | | (7) | | | (19) | | | 12 | | | 63.2 | % |80.0 | % | | | | | | | | |
| Operating profit (loss) | (51) | | | (65) | | | 14 | | | 21.5 | % | | (177) | | | (192) | | | 15 | || 7.8 | % |
| Operating profit (loss) | (71) | | | (70) | | | (1) | | | (1.4) | % | | | | | | | | |
| Equity in net earnings (loss) of affiliates | 2 | | | 3 | | | (1) | | | (33.3) | % | | 10 | | | 8 | | | |
| Non-operating pension and other postretirement employee benefit (expense) income | 38 | | | 28 | | | 10 | | | 35.7 | % | | 83 | | | 51 | | | 32 | | | 62.7 | % |
| Dividend income - equity investments | 1 | | | - | | | 1 | | | 100.0 | % | | 1 | | | 1 | | | - | | | - | % |
| Depreciation and amortization | 4 | | | 4 | | | - | | | - | % | | 13 | | | 11 | | | |
Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments.
Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Operating loss decreased for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:
Operating loss was flat for the three months ended March 31, 2021 compared to the same period in 2020.
•lower incentive compensation cost and functional spending of $9 million; and
•a favorable impact of $2 million to Other (charges) gains, net, primarily due to lower employee termination benefits related to business optimization projects in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information.
Non-operating pension and other postretirement employee benefit income increased for the three months ended September 30, 2020 compared to the same period in 2019, primarily due to:March 31, 2021 compared to the same period in 2020, primarily due to:
•lower interest cost and higher expected return on plan assets.
Nine Months Ended September 30, 2020, Compared to Nine Months Ended September 30, 2019
Operating loss decreased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•a favorable impact of $12 million to Other (charges) gains, net. During the nine months ended September 30, 2019, we recorded an $11 million loss related to a settlement by our captive insurer with a former third-party customer, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information; and
•lower incentive compensation cost and functional spending of $10 million;
partially offset by:
•an unfavorable impact of $7 million resulting from losses on foreign currency forwards and swaps.
Non-operating pension and other postretirement employee benefit income increased for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to:
•lower interest cost.and higher expected return on plan assets.
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Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, and dividends from our portfolio of strategic investments In addition, As of September 30, 2020, we have $791 million and available borrowings under our senior unsecured revolving credit facility. As of March 31, 2021, we have $1.25 billion available for borrowing under our senior unsecured revolving credit facility, if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of $791 million as of March 31, 2021. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.
Total cash outflows for capital expenditures are expected to be in the range of $500 million to $550 million in 2021, primarily due to additional investments in growth opportunities and productivity improvements primarily in our Engineered Materials and Acetyl Chain segments.
On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock.par value $0.0001 per share ("Common Stock").
We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations.
We remain in compliance with the financial covenants under our senior unsecured revolving credit facility and expect to remain in compliance based on our current expectation of future results of operations. If our actual future results of operations differ materially from these expectations, including if a material and prolonged economic downturn results in or if we otherwise experience increased indebtedness or substantially lower EBITDA, we may be required to seek an amendment or waiver of such covenants which may increase our borrowing costs under those debt instruments.
Cash Flows
Cash and cash equivalents increased $152 million to $615 million as of September 30, 2020 compared to December 31, 2019. As of September 30, 2020, $540 Cash and cash equivalents decreased $164 million to $791 million as of March 31, 2021 compared to December 31, 2020. As of March 31, 2021, $564 million of the $791 million of cash and cash equivalents was held by our foreign subsidiaries. Under the TCJA, we have incurred a prior year charge associated with the deemed repatriation of previously unremitted foreign earnings, including foreign held cash. These funds are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations.See Note 13 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
•Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities decreased $59 million to $1.1 billion for the nine months ended September 30, 2020 compared to $1.1 billion $143 million to $116 million for the three months ended March 31, 2021 compared to $259 million for the same period in 2020. Net cash provided by operating activities for the nine months ended September 30, 2020 decreased, primarily due to:three months ended March 31, 2021 decreased, primarily due to:
•a payment for the European Commission settlement of $100 million, see Note 16 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for further information;
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•an increase in other receivables of approximately $81 million, primarily due to higher charges billed to site partners as a result of Winter Storm Uri; and
•unfavorable trade working capital of $69 million, primarily due to an increase in trade receivables and inventory, partially offset by an increase in trade payables. Trade receivables increased as a result of the increase in Net sales and inventory increased as a result of higher costs for raw materials during the three months ended March 31, 2021. Payables increased as a result of higher costs due to Winter Storm Uri and the timing of settlement of trade payables; Trade receivables decreased as a result of the decrease in Net sales during the nine months ended September 30, 2020. Inventory decreased as a result of lower costs for raw materials and reduced operational rates in the current year; and
partially offset by:
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•a decrease in incentive compensation payouts of $48 million.
•an increase in Net earnings.
•Net Cash Provided by (Used in) Investing Activities
Net cash provided by investing activities increased $226 million to $98 million for the nine months ended September 30, 2020 compared to $325 three months ended March 31, 2021 compared to net cash used in investing activities of $128 million for the same period in 2020, primarily due to:
•an increase of $53 million in capital expenditures related to growth and productivity improvements in our Engineered Materials and Acetyl Chain segments.
•an increase in proceeds from the sale of marketable securities of $200 million; and
•a decrease of $27 million in capital expenditures during the three months ended March 31, 2021.
•Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities decreased $198 million to $538 million for the nine months ended September 30, 2020 compared to $736 million for the same period in 2019, primarily due to:increased $355 million to $371 million for the three months ended March 31, 2021 compared to $16 million for the same period in 2020, primarily due to:
•lower share repurchases of our Common Stock of $491 million during the nine months ended September 30, 2020,
partially offset by:

•a decrease in net proceeds from long-term debt of $168 million, primarily due to:the issuance of $500 million in principal amount of the 3.500% senior unsecured notes due May 8, 2024, partially offset by the redemption of the 3.250% senior unsecured notes, during the nine months ended September 30, 2019, which did not recur in the current year; and
•a decrease in net borrowings on short-term debt of $259 million, primarily as a result of higher borrowings under our revolving credit facility during the nine months ended September 30, 2019 related to the timing of due to higher borrowings during the three months ended March 31, 2020, related to entering into an aggregate of $300 million in short-term bilateral loans; and
•an increase in share repurchases of our Common Stock of $100 million during the three months ended March 31, 2021.
Debt and Other Obligations
There have been no material changes to our debt or other obligations described in our 2020 Form 10-K other than those disclosed above and in Note 8 - Debt in the accompanying unaudited interim consolidated financial statements.
Accounts Receivable Securitization Facility
In July 2020, we entered into an amended and restated receivables purchase agreement under our U.S. accounts receivable securitization facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $268 million of accounts receivable under this agreement as of March 31, 2021. Unsold U.S. accounts receivable of $50 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2021.
Factoring and Discounting Agreements
We have factoring agreements in Europe and Singapore with financial institutions to sell 100% and 90% of certain accounts receivable, respectively, on a non-recourse basis. We de-recognized $36 million and $233 million of accounts receivable under these factoring agreements as of March 31, 2021 and December 31, 2020, respectively.
In March 2021, we entered into an agreement in Singapore with a financial institution to discount, on a non-recourse basis, documentary credits or other documents recorded as accounts receivable. The Company de-recognized $20 million of accounts receivable under this agreement as of March 31, 2021.
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Guarantor Financial Information
The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 8 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Parent Guarantor and Subsidiary Guarantors represent substantially all of the Company's U.S. assets and business operations. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.
The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the Credit Agreement (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor has no material assets other than the stock of its immediate 100% owned subsidiary, the Issuer. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the Credit Agreement, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor. While the Credit Agreement and the Indentures generally limit the ability of our subsidiaries to restrict payment of dividends or other distributions to us, these limitations are subject to certain qualifications and exceptions, which may have the effect of significantly limiting the applicability of those restrictions.
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For cash management purposes, the Company transfers cash between the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Senior Notes, Credit Agreement, the Company's other outstanding debt, Common Stock dividends and Common Stock repurchases.
The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.
| | | | | | |
| | Three Months Ended |
| | March 31, 2021 |
| | (In $ millions) |
| | (unaudited) |
| Net sales to third parties | 344 | |
| Net sales to non-guarantor subsidiaries | 186 | |
| Total net sales | 530 | |
| Gross profit | 29 | |
| Earnings (loss) from continuing operations | (28) | |
| Net earnings (loss) | (29) | |
| Net earnings (loss) attributable to the Obligor Group | (29) | |

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| | | | | | | | | | | | |
| | As of | | As of |
| | March 31, | | December 31, |
| | 2021 | | 2020 |
| | (In $ millions) | | |
| | (unaudited) || |
| Receivables from non-guarantor subsidiaries | 303 | | | 318 | |
| Other current assets | 1,280 | | | 1,597 | |
| Total current assets | 1,583 | | | 1,915 | |
| Goodwill | 399 | | | 399 | |
| Other noncurrent assets | 3,576 | | | 3,519 | |
| Total noncurrent assets | 3,975 | | | 3,918 | |
| Current liabilities due to non-guarantor subsidiaries | 1,265 | | | 1,206 | |
| Current liabilities due to affiliates | 60 | | | 58 | |
| Other current liabilities | 971 | | | 958 | |
| Total current liabilities | 2,296 | | | 2,222 | |
| Noncurrent liabilities due to non-guarantor subsidiaries | 1,591 | | | 1,593 | |
| Other noncurrent liabilities | 3,562 | | | 3,648 | |
| Total noncurrent liabilities | 5,153 | | | 5,241 | |
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Accounts Receivable Securitization Facility
On July 6, 2020, we entered into an amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under our US accounts receivable securitization facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the securitization facility such that the SPE may sell certain receivables until July 2, 2021. Under the Amended Receivables Purchase Agreement, transfers of US 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 US accounts receivable to the SPE. We have no continuing involvement in the transferred US accounts receivable, other than collection and administrative responsibilities and, once sold, the US accounts receivable are no longer available to satisfy our creditors. On July 6, 2020, we sold $87 million of our US accounts receivable and repaid $87 million of borrowings from the US accounts receivable securitization facility. These sales were transacted at 100% of the face value of the relevant US accounts receivable. We de-recognized $337 million of accounts receivable under this agreement through September 30, 2020. Unsold US accounts receivable of $43 million were pledged by the SPE as collateral to the Purchasers as of September 30, 2020.
European Factoring Agreement
We have a factoring agreement with a global financial institution to sell certain accounts receivable on a non-recourse basis. These transactions are treated as a sale and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the receivables to the buyer. We have no 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. We de-recognized $164 million and $257 million of accounts receivable through September 30, 2020 and December 31, 2019, respectively.
Share Capital
On July 15, 2020, our Board of Directors approved a $500 million increase in our Common Stock repurchase authorization. We also We declared a quarterly cash dividend of $0.68 per share on our Common Stock on April 14, 2021, amounting to $77 million.
There have been no material changes to our share capital described in our 2020 Form 10-K other than those disclosed above and in Note 11 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements.
Contractual Obligations
Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2020 Form 10-K.
Sale of Polyplastics Co., Ltd. Joint Venture Equity Interest
On October 9, 2020, we completed the previously announced sale of our 45% joint venture equity interest in Polyplastics, to our joint venture partner, Daicel Corporation, for a purchase price of approximately $1.6 billion in cash. See Note 20 - Subsequent Events in the accompanying unaudited interim consolidated financial statements.
Off-Balance Sheet Arrangements
We have not entered into any material off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
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We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2020 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2020 Form 10-K.
Recent Accounting Pronouncements
See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2020 Form 10-K. See also Note 14 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of March 31, 2021, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 10 - Environmental and Note 16 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2020 Form 10-K other than those disclosed in Note 10 - Environmental and Note 16 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2020 Form 10-K for certain risk factors relating to these legal proceedings.
Item 1A. Risk Factors
The Company is supplementing the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 6, 2020 (the "2019 Form 10-K"), to include the following risk factor under the heading "Risks Related to Our Business."
The extent to which the novel coronavirus ("COVID-19") pandemic or similar public health crises will adversely impact our business, financial condition and results of operations remains highly uncertain and cannot be predicted.
Public health crises such as pandemics or similar outbreaks could adversely impact our business. In December 2019, a novel strain of a virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, surfaced in Wuhan, China and has reached substantially all locations where we and our customers and suppliers have offices and production facilities. The COVID-19 pandemic is evolving, and to date has led to the implementation of various responses, including government-imposed quarantines, stay-at-home restrictions, travel restrictions and other public health and safety measures, as well as reported adverse impacts on healthcare resources, facilities and providers. COVID-19 has significantly impacted our operations, and the extent to which COVID-19 will continue to impact our operations or those of our customers or suppliers will depend on future developments and numerous factors, which are highly uncertain and cannot be predicted with confidence, including the duration and geographic spread of the outbreak, additional or modified government actions, new information that may emerge concerning the severity and impact of COVID-19 and the actions to contain COVID-19 or address its impact in the short and long term, among others.
The extent to which COVID-19 will adversely impact our business, financial condition and results of operations will depend on numerous evolving factors, which are highly uncertain, rapidly changing and cannot be predicted, including:
•the duration, scope, severity and geographic spread of the outbreak;
•governmental, business and individual actions that have been and continue to be taken in response to the outbreak, including social distancing, work-at-home, stay-at-home and shelter-in-place orders and shutdowns, travel restrictions and quarantines;
•the effect of the outbreak on our customers, suppliers, supply chain and other business partners;
•our ability during the outbreak to provide our products and services, and protect the health and well-being of our employees;
•business disruptions caused by actual or potential plant, workplace and office closures, and an increased reliance on employees working from home, disruptions to or delays in ongoing laboratory and product testing, experiments and operations, staffing shortages, travel limitations, employee health issues, cyber security and data accessibility, or communication or mass transit disruptions, any of which could adversely impact our business operations or delay necessary interactions with local regulators, manufacturing sites and other important agencies and contractors;





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•the risk that we could be exposed to liability, negative publicity or reputational harm related to any incidents of actual or perceived transmission of COVID-19 among employees at our facilities;
•the ability of our customers to pay for our products and services during and following the outbreak;
•the impact of the outbreak on the financial markets and economic activity generally;
•our ability to access usual sources of liquidity on reasonable terms; and
•our ability to comply with the financial covenant in our Credit Agreement if a material and prolonged economic downturn results in increased indebtedness or substantially lower EBITDA.
The COVID-19 pandemic has significantly increased financial and economic volatility and uncertainty. The slowdown or downturn in the economy has had, and may continue to have, a negative impact on many of our customers, as well as the end customers of products for which our products serve as materials and inputs. Our operations and financial results could be materially adversely impacted to the extent that the decline in certain customer orders continues or is materially greater than we have experienced to date during the COVID-19 pandemic or that we expect, or our expenses increase due to the impact of the pandemic, including as a result of impacts on our labor costs or productivity, supply chain disruptions or future actions by governments or businesses.
The COVID-19 pandemic continues to evolve, and it is unknown how long disruptions to our business operations resulting from the COVID-19 pandemic, including any disruptions relating to the ultimate geographic spread of the disease. However, any prolonging of the pandemic-related disruptions could have a material adverse impact on our business, financial condition and results of operations. We have monitored and will continue to monitor the situation closely.
In addition, the trading prices for our common stock and other chemical companies have been at certain times highly volatile as a result of the COVID-19 pandemic. If such volatility were to recur, we could face difficulties raising capital through equity or debt financings, or such financing transactions may be on unfavorable terms.
There have been no material changes to the risk factors under Part I, Item 1A of our 2020 Form 10-K.
Please also refer to the complete Item 1A of the 2019 Form 10-K filed for additional risks and uncertainties facing the Company that may have a material adverse effect on the Company's business prospects, financial condition and results of operations. The COVID-19 pandemic, and responses to the pandemic by governments and businesses, have exacerbated many of the risks and potential impact of the factors addressed in Item 1A of the 2019 Form 10-K.and may affect us in additional ways or to an extent that we currently do not expect or consider to be significant.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of our Common Stock during the three months ended March 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number | | Average | | Total Number of | | Approximate Dollar |
| | | of Shares | | Price Paid | | Shares Purchased as | | Value of Shares |
| | | Purchased(1) | | per Share | | Part of Publicly | | Remaining that may be |
| | | | | | | Announced Program | | Purchased Under the Program(2) |
| | | (unaudited) || | | | | |
| January 1-31, 2021 | | - | | | $ | - | | | - | | | $ | 1,063,000,000 | |
| August 1-31, 2020 | | 481,961 | | | $ | 101.73 | | | 481,961 | | | $ | 1,514,000,000 | |
| February 1-28, 2021 | | 1,242,115 | | | $ | 132.06 | | | 1,242,115 | | | $ | 899,000,000 | |
| September 1-30, 2020 | | 578,929 | | | $ | 107.78 | | | 578,929 | | | $ | 1,452,000,000 | |
| March 1-31, 2021 | | 589,855 | | | $ | 145.74 | | | 589,855 | | | $ | 813,000,000 | |
| Total | | 1,060,890 | | | | | 1,060,890 | | | |
| Total | | 1,831,970 | | | | | 1,831,970 | | | |
______________________________
(1)May include shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock.
(2)As of March 31, 2021, our Board of Directors has authorized the repurchase of $5.9 billion of our Common Stock since February 2008.
See Note 11 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Please see the disclosure under Note 3 - Acquisitions, Dispositions and Plant Closures of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for updated information regarding costs and charges expected to be incurred in connection with the consolidation of the Company's compounding operations in Kaiserslautern, Germany, Wehr, Germany, and Ferrara Marconi, Italy into a European Compounding Center of Excellence at our Forli, Italy facility. The Company estimates that employee termination costs remaining to be paid will total less than $10 million through 2022. Such disclosure supplements and updates the disclosure included in Item 2.05 of the Company's Current Report on Form 8-K filed on July 28, 2020.
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Item 6. Exhibits(1)
| | | | | | | | | |
| Exhibit | | |
| Number | | |
| | | Description |
| | | |
| 3.1 | | Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 18, 2016). |
| | | |
| 3.1(a) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of April 21, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2016). |
| | | |
| 3.1(b) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated as of September 17, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 17, 2018). |
| | | |
| 3.1(c) | | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation dated April 18, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2019). |
| | | |
| 3.2 | | Sixth Amended and Restated By-laws, amended effective July 15, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 18, 2019). |
| | | |
| 10.1* | | Transaction Agreement. dated July 20, 2020, among Celanese Corporation, Celanese Sales Netherlands B.V., Daicel Corporation and Polyplastics Company Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 20, 2020). |
| 10.1* | | Form of 2021 Executive Officer Performance-Based Restricted Stock Unit Award Agreement. |
| | | |
| 10.2* | | Form of 2021 Time-Based Restricted Stock Unit Award Agreement. |
| | | |
| 22.1* | | List of Guarantor Subsidiaries. |
| | | |
| 31.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1* | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.2* | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 101.INS* | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
| | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| | | |
| 104 | | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 has been formatted in Inline XBRL. |
* Filed herewith.
(1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | | | | | |
| | CELANESE CORPORATION || | |
| | | | | |
| | | By: | /s/ LORI J. RYERKERK | |
| | | | Lori J. Ryerkerk ||
| | | | Chairman of the Board of Directors, | |
| | | | Chief Executive Officer and President ||
| | | | | |
| | | | Date: | April 23, 2021 |

| | | | | | | | | | | | | | | |
| | | By: | /s/ SCOTT A. RICHARDSON | |
| | | | Scott A. Richardson | |
| | | | Executive Vice President and ||
| | | | Chief Financial Officer | |
| | | | | |
| | | | Date: | April 23, 2021 |
44
Exhibit 10.1
[Form of 2021 Executive Leadership Team Performance-Based RSU Agreement]









CELANESE CORPORATION
2018 GLOBAL INCENTIVE PLAN


PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]




Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units awarded can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).


2021 Performance RSU Award

Target Award: [Number of Shares Granted] Units


This grant is made pursuant to the Performance-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], covering performance periods from January 1, 2021 through June 30, 2022 and January 1, 2021 through December 31, 2023, which Agreement is attached hereto and made a part hereof.

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© 2021 Celanese Corporation



CELANESE CORPORATION
2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE LEADERSHIP TEAM FORM)

This Performance-Based Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").

1. Performance RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, Celanese hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] performance-based Restricted Stock Units ("Performance RSUs") representing the right to receive, subject to the attainment of the performance goals set forth in Appendix A, the number of Common Shares to be determined in accordance with the formula set forth in Appendix A. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the performance requirements and other conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2. Performance-Based Adjustment and Vesting:
(a) Subject to Section 3 and Section 6 of this Agreement, fifty-percent (50%) of the Performance RSUs (the "First Tranche RSUs") are subject to adjustment for performance during the First Tranche Performance Period and fifty-percent (50%) of the Performance RSUs (the "Second Tranche RSUs") are subject to adjustment for performance during the Second Tranche Performance Period, in each case in accordance with the performance measures, targets and methodology set forth in Appendix A. The number of First Tranche Performance RSUs determined after the First Tranche Performance Period based on such performance is referred to as the "First Tranche Performance-Adjusted RSUs." The number of Second Tranche Performance RSUs determined after the Second Tranche Performance Period based on such performance is referred to as the "Second Tranche Performance-Adjusted RSUs." The First Tranche Performance-Adjusted RSUs and the Second Tranche Performance-Adjusted RSUs are collectively referred to as the "Performance-Adjusted RSUs."
(b) Subject to Section 3 and Section 6 of this Agreement, the First Tranche Performance-Adjusted RSUs shall vest on August 15, 2022 (the "First Tranche Vesting Date") and the Second Tranche Performance-Adjusted RSUs shall vest on February 15, 2024 (the "Second Tranche Vesting Date"). The period between the Grant Date and the First Tranche Vesting Date shall be referred to as the "First Tranche Vesting Period" and the period between the Grant Date and the Second Tranche Vesting Date shall be referred to as the "Second Tranche Vesting Period."

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© 2021 Celanese Corporation



3. Effects of Certain Events:
(a) If the Participant's employment with the Company is terminated by the Company without Cause or due to the Participant's Retirement prior to the Second Tranche Vesting Date (other than as provided in Section 3(b)), then:
(i) in all such cases the unvested Performance RSUs shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the First Tranche Performance Period or Second Tranche Performance Period, as applicable;
(ii) if such termination occurs prior to the First Tranche Vesting Date, a prorated number of the First Tranche Performance-Adjusted RSUs will vest on the First Tranche Vesting Date in an amount equal to (x) the unvested First Tranche Performance-Adjusted RSUs in the First Tranche Vesting Period multiplied by (y) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in the First Tranche Vesting Period, such product to be rounded up to the nearest whole number; and
(iii) if such termination occurs after First Tranche Vesting Date, a prorated number of the Second Tranche Performance-Adjusted RSUs will vest on the Second Tranche Vesting Date in an amount equal to (x) the unvested Second Tranche Performance-Adjusted RSUs in the Second Tranche Vesting Period multiplied by (y) a fraction, the numerator of which is the number of complete and partial calendar months following the 18-month anniversary of the Grant Date to the date of termination, and the denominator of which is eighteen, such product to be rounded up to the nearest whole number.
Such prorated Performance-Adjusted RSUs will be settled following the First Tranche Vesting Date and/or Second Tranche Vesting Date, as applicable, in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(a), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
If at any time on or before the First Tranche Vesting Date or Second Tranche Vesting Date, as applicable, the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause, the Participant's employment shall be considered to have been terminated for Cause, and his or her Award shall be forfeited and cancelled without consideration pursuant to Section 3(d), regardless of whether the Participant's termination initially was considered to have been without Cause. In each such case, the provisions of Section 3(a)(i) and (ii) are inapplicable.
(b) Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then:
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© 2021 Celanese Corporation



(i) a prorated number of the unvested Performance RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the First Tranche Performance Period or Second Tranche Performance Period, and shall be settled in accordance with the provisions of Section 3(a); and
(ii) the remaining number of the unvested Performance RSUs that would have otherwise been forfeited had the provisions of Section 3(a) applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the First Tranche Performance Period or Second Tranche Performance Period, and any such Performance-Adjusted RSUs will vest and be settled in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement.
Notwithstanding the foregoing, in case of a termination of employment covered by this Section 3(b), if the Committee determines that the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award, the Committee, in its sole discretion, may determine not to provide for the additional vesting under clause (ii) of this Section 3(b).
(c) If the Participant's employment with the Company is terminated due to the Participant's death or Disability prior to the Second Tranche Vesting Date, then a prorated number of the unvested Performance RSUs will vest in an amount equal to:
(i) if such termination occurs prior to the First Tranche Vesting Date, (1) the Target number of First Tranche Performance RSUs granted hereby, multiplied by (2) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in the First Tranche Vesting Period, such product to be rounded up to the nearest whole number; and
(ii) if such termination occurs after First Tranche Vesting Date (1) the Target number of Second Tranche Performance RSUs granted hereby, multiplied by a fraction, the numerator of which is the number of complete and partial calendar months following the 18-month anniversary of the Grant Date to the date of termination, and the denominator of which is eighteen, such product to be rounded up to the nearest whole number.
The prorated number of Performance RSUs shall immediately vest and a number of Common Shares equal to such prorated number of Performance RSUs described above shall be delivered to the Participant or beneficiary within thirty (30) days following the date of termination, subject to the provisions of Section 7. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment for death or Disability.
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© 2021 Celanese Corporation



(d) Upon the termination of a Participant's employment with the Company for any other reason prior to the First Tranche Vesting Date, the entire Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment. Upon the termination of a Participant's employment with the Company for any other reason on or following the First Tranche Vesting Date and prior to the Second Tranche Vesting Date, the remaining unvested Award (i.e., the Second Tranche Performance RSUs) shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment.
A Participant's employment will be considered to have been terminated for Cause, and the unvested portion of the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to the First Tranche Vesting Date or Second Tranche Vesting Date, as applicable, regardless of whether the Participant's termination initially was considered to have been without Cause.
4. Settlement of Performance RSUs: The Committee shall determine the Performance-Adjusted RSUs as soon as administratively practicable following the computation of the Company's performance for the First Tranche Performance Period and Second Tranche Performance Period as applicable (but not later than 2 ½ months after the end of the First Tranche Performance Period and the Second Tranche Performance Period as applicable (i.e., September 15, 2022 for the First Tranche RSUs and March 15, 2024 for the Second Tranche RSUs)). The actual date of such determination is referred to as the "Performance Certification Date." Subject to Sections 2, 3, 5, 6 and 7 of this Agreement, the Company shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable after the applicable Performance Certification Date (but not later than 2 ½ months after the end of the First Tranche Performance Period and the Second Tranche Performance Period (i.e., September 15, 2022 for the First Tranche RSUs and March 15, 2024 for the Second Tranche RSUs)), in complete settlement of the Performance-Adjusted RSUs vesting on such First Tranche Vesting Date and Second Tranche Vesting Date, a number of Common Shares equal to the First Tranche Performance-Adjusted RSUs and Second Tranche Performance-Adjusted RSUs, as applicable, determined in accordance with this Agreement.
5. Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the Performance RSUs have vested and Common Shares have been delivered pursuant to this Agreement.
6. Change in Control; Dissolution:
(a) Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control, with respect to any unvested Performance RSUs granted pursuant to this Agreement that have not previously been settled or forfeited:
(i) If (i) a Participant's rights to the unvested portion of the Award are not adversely affected in connection with the Change in Control, or, if adversely affected, a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant upon the occurrence of a Change in Control, and (ii) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then Performance RSUs in an amount equal to the higher of (A) the Target number of Performance RSUs granted hereby (or, as applicable, the substitute award) less the Target
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number of First Tranche Performance RSUs in the event the First Tranche Performance Adjusted RSUs have previously been settled or (B) the number of Performance RSUs payable based on estimated Company performance during the First Tranche Performance Period and Second Tranche Performance Period, as applicable, through the Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within thirty (30) days following the date of termination, subject to the provisions of Section 7.
(ii) If a Participant's right to the unvested portion of the Award is adversely affected in connection with the Change in Control and a substitute award is not made pursuant to Section 6(a)(i) above, then upon the occurrence of a Change in Control, a number of Performance RSUs equal to the higher of (A) the Target number of Performance RSUs granted hereby less the Target number of First Tranche Performance RSUs in the event the First Tranche Performance Adjusted RSUs have previously been settled or (B) the number of Performance RSUs payable based on estimated Company performance during the First Tranche Performance Period and Second Tranche Performance Period, as applicable, through the Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within thirty (30) days following the occurrence of the Change in Control, subject to the provisions of Section 7.
(b) Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any Performance RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within thirty (30) days following such dissolution.
7. Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested Performance RSUs unless and until the Participant has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations for U.S. federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of Performance-Adjusted RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the vesting or settlement of Performance-Adjusted RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested Performance-Adjusted RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.

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8. Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the Performance RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the Performance-Adjusted RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9. Non-Transferability of Award: The Performance RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10. Other Agreements; Release of Claims: Subject to Sections 10(a), 10(b) and 10(c) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a) The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1) shall have delivered to the Company an executed copy of this Agreement;
(2) shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(3) shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain Celanese Corporation Incentive Compensation Recoupment Policy adopted by the Committee on October 16, 2019 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4) shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement, as determined by the Committee in its sole discretion. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant
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of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b) The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested Performance RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c) If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company.
11. Not a Contract for Employment; No Acquired Rights; Agreement Changes: This Agreement and the Award evidenced hereby are not an employment agreement, and nothing in this Agreement, the International Supplement, if applicable, or the 2018 Plan shall alter the Participant's status as an "at-will" employee of the Company or your employment status at the Company. None of this Agreement, the International Supplement, if applicable, or the 2018 Plan shall be construed as guaranteeing your employment by the Company, or as giving you any right to continue in the employ of the Company, during any period (including without limitation the period between the Date of the Agreement and the First Tranche Vesting Date and Second Tranche Vesting Date, or any portion of such period), nor shall they be construed as giving you any right to be reemployed by the Company following any termination of employment. This Agreement and the Award evidenced hereby, and all other long-term incentive awards and other equity-based awards, are discretionary. This Award does not confer on the Participant any right or entitlement to receive another Award or any other equity-based award at any time in the future or in respect of any future period. The Company has made this Award to you in its sole discretion. This Award does not confer on you any right or entitlement to receive compensation in any specific amount for any future year, and does not diminish in any way the Company's discretion to determine the amount, if any, of your compensation. This Award is not part of your base salary or wages and will not be taken into account in determining any other employment-related rights you may have, such as rights to pension or severance pay. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12. Severability: Should any provision of this Agreement be declared or held to be illegal, invalid or otherwise unenforceable, (a) such provision shall either be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise severed, (b) the remainder of this Agreement shall not be affected except to the extent necessary to reform or sever such illegal, invalid or unenforceable provision, and (c) in no event should such partial invalidity affect the remainder of this Agreement, which shall still be enforced.

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13. Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14. Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15. Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding the Company and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16. Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17. Miscellaneous:
(a) Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b) Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c) MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of
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all claims to punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d) NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e) CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f) WAIVER OF JURY TRIAL. To the extent permitted by applicable law and expressly because of the complexity of the matters in the Operative Documents, each party waives any right to have a jury participate in resolving any dispute arising out of or relating to the Operative Documents.
(g) WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h) LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the Performance RSU Target Award set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i) LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive
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relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18. Performance RSUs Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The Performance RSUs and the Common Shares issued upon settlement of such Performance RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19. Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. The Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20. Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21. Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the Performance RSUs provided by this Agreement shall not modify the time or form of issuance of the Performance RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six (6) months and one day after the date of such separation from service to the extent required by Code Section 409A.
22. Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a) "Adjusted Earnings Per Share" or "Adjusted EPS" means a measure used by the Company's management to measure performance, defined as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, certain items, refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method and further adjusted for certain items as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
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Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material items adjusted out of our GAAP earnings for adjusted earnings per share purposes, and changes in management's assessments regarding the ability to realize deferred tax assets. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual GAAP tax rate in any given future period.
(b) "Adjusted EBIT" means net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes, and further adjusted for certain items attributable to Celanese Corporation as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(c) "Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.

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(d) "Change in Control" means:
(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii) individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation,
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except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(e) "Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(f) "First Tranche Performance Period" means the 18-month period from January 1, 2021 through June 30, 2022.
(g) "Operative Documents" means the 2018 Plan and this Agreement.
(h) "Peer Group" means, subject to the provisions below, entities included in the S&P 500 as of December 31, 2020. This is a "closed group"; therefore, changes in the Peer Group during the period specified in the definition of Total Stockholder Return, shall be handled as follows:
(1) Closed Group: The composition of the Peer Group will be determined on the date specified above, and "frozen" as of that date; subsequent changes to the composition of the index will not change the Peer Group. Companies will not be market capitalization weighted.
(2) Multiple Class Companies: If a company in the S&P500 has more than one class of shares trading, only the "Class A" shares will be included in the Peer Group.
(3) Acquisitions: If a company in the Peer Group is acquired during the Performance Period, such company is excluded from the Peer Group for purposes of the TSR calculation.
(4) Spinoffs: The surviving parent entity will be retained in the Peer Group, by treating the value of the spinco as a reinvested dividend in parent stock.
(5) Bankruptcy: If a company in the Peer Group files for bankruptcy protection or is otherwise insolvent during the Performance Period, such company shall remain in the Peer Group but shall be assigned the lowest ranked TSR.
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(6) No Trading: If a company is in the S&P500 but is not trading as of December 31, 2020, then it will be excluded from the Peer Group. If a company in the Peer Group is otherwise no longer publicly traded on the last day of the Performance Period, such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.
(i) "Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition.
(j) "Relative Total Stockholder Return" or "Relative TSR" is assessed in comparison of the percentile rank in TSR to the Peer Group. The lowest ranked company will be the 0% rank, the middle ranked company will be the 50th percentile rank and the top ranked company will be the 100th percentile rank.
(k) "Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both fifty-five (55) years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.
(l) "Return on Capital Employed" or "ROCE" means a measure used by the Company's management to measure performance and is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables - third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests, and certain items as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(m) "Second Tranche Performance Period" means the three-year period from January 1, 2021 through December 31, 2023.
(n) "Settlement Date" means the date that Common Shares are delivered to the Participant following the First Tranche Vesting Date and Second Tranche Vesting Date, as applicable.
(o) "Total Stockholder Return" or "TSR" measures the percent change in share price from the beginning of the Performance Period to the end of the Performance Period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price will be calculated as an average of 60 data points: the closing share price on December 31, 2020 and the closing share price for each of the -59 trading days from such date. The ending share price will be calculated as an average of 60 data points: (i) for the First Tranche Performance Period, the closing share price on June 30, 2022 and the closing share price for each of the -59 trading days from June 30, 2022 and (ii) for the Second Tranche Performance Period, the closing share price on December 31, 2023 and the closing share price for each of the -59 trading days from December 31, 2023.
[signatures appear on following page]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.
CELANESE CORPORATION


/s/ Lori J. Ryerkerk
By: Lori J. Ryerkerk
Chairman, Chief Executive Officer and President




APPENDIX A
CALCULATION OF THE PERFORMANCE-BASED VESTING
Performance-Based Vesting Calculations
The Performance RSUs are subject to adjustment based on the achievement of specified levels of:
(i) the Company's Adjusted EPS during the First Tranche Performance Period or Second Tranche Performance Period, as applicable, weighted 70% and, subject to potential adjustment based on the Company's Relative TSR during the First Tranche Performance Period or Second Tranche Performance Period, as applicable*; and
(ii) the Company's ROCE during the First Tranche Performance Period or Second Tranche Performance Period, as applicable, weighted 30%.
Each metric will be calculated separately for each of the First Tranche Performance RSUs and Second Tranche Performance RSUs based on the targets set forth below. The results of each metric will determine the number of Performance RSUs earned for that metric. The total award will be the addition of the total number of Performance RSUs earned for each of the two performance metrics. The number of Performance RSUs determined after such adjustments (and subject further to the additional vesting requirements of Section 2(b) of the Agreement) are referred to as the "Performance-Adjusted RSUs." Fractional shares earned based on the Adjusted EPS goal and the ROCE goal will be added together and rounded up to the nearest whole share. No fractional shares will be issued.











* Note: The provisions that relate to Relative TSR shall apply to certain of the Company's Executive Officers and such other Participants as the Committee shall determine. Other Participants shall have the same Performance RSU without the Relative TSR feature. Definitions germane only to the Relative TSR feature will be removed from the award agreement for such Participants.
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A. Calculation of Performance Adjustment based on the Adjusted EPS Results
The following table outlines the percentage of the First Tranche Performance RSUs and Second Tranche Performance RSUs that may become earned based on Adjusted EPS performance during the First Tranche Performance Period and Second Tranche Performance Period as applicable.
| | | | | | | | | | | | | | | |
| Adjusted EPS | Result | Goal Achievement for First Tranche Performance Period1 | Goal Achievement for Second Tranche Performance Period1 | Performance Adjustment Percentage2 |
| (70% weighting) | | | | |
| Below Threshold | Less than $[●] | Less than $[●] | 0 |
| Threshold | $[●] | $[●] | 0.5 |
| Target | $[●] | $[●] | 1 |
| Superior | $[●]or more | $[●] or more | 2 |
| ________________________________ | | | |
1 To the extent not otherwise included as an adjustment to Adjusted EPS (as defined) or ROCE (as defined), if
(a) the historic financial statements of the Company for period(s) ending prior to the First Tranche Performance Period or Second Tranche Performance Period, as applicable, are retrospectively recast in connection with a change in accounting principle or method adopted during the First Trance Performance Period or Second Tranche Performance Period, as applicable,
(b) the Company effects a material acquisition, disposition, merger, spin-off or other similar transaction, or enters/exits a joint venture, affecting the Company or any subsidiary or any portion thereof, during the First Tranche Performance Period or Second Tranche Performance Period, as applicable,
(c) the Company suffers or incurs items of gain, loss or expense determined to be unusual in nature, or charges for restructurings, discontinued operations, or any other unusual or infrequent items, or any other event materially outside the scope of those anticipated in the Company's operating plans,
(d) there are changes in tax law or other such laws or provisions affecting reported results,
(e) the Company establishes accruals or reserves, or impairs assets, for reorganization or restructuring programs, and/or
(f) the Company incurs or is adversely affected by any other eventuality contemplated by the last sentence of Section 13(b) of the 2018 Plan,
then in each such case where the amount is significant to the Company, the Committee shall adjust the performance goals or level of assessed performance as described in this Appendix A to ensure that the Participant is not unfairly advantaged or disadvantaged by any of the events described in items (a)-(f).
2 For the First Tranche Performance RSUs, if the Company's Relative TSR for the First Tranche Performance Period is in the bottom half (i.e., <50th percentile), then the Performance Adjustment Percentage will be limited to 100%. In such event the resulting Performance Adjustment Percentage will be the lower of [i] the actual amount earned (without reference to this Relative TSR adjustment) or [ii] 100%. For the Second Tranche Performance RSUs, if the Company's Relative TSR for the Second Tranche Performance Period is in the bottom quartile (i.e., <25th percentile), then the Performance Adjustment Percentage will be limited to 150%. In such event the resulting Performance Adjustment Percentage will be the lower of [i] the actual amount earned (without reference to this Relative TSR adjustment) or [ii] 150%.
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The Performance Adjustment Percentage for Adjusted EPS for the First Tranche Performance Period and Second Tranche Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and Target, or for results achieved between Target and Superior. No Performance RSUs will be earned for the Adjusted EPS component for the First Tranche Performance Period or Second Tranche Performance Period if Goal Achievement is Below Threshold.
B. Calculation of Performance Adjustment based on the ROCE Results
The following table outlines the percentage of the First Tranche Performance RSUs and Second Tranche Performance RSUs that may become earned based on ROCE performance during the First Tranche Performance Period and Second Tranche Performance Period, as applicable.
| | | | | | | | | | | | | | | |
| ROCE | Result | Goal Achievement for First Tranche Performance Period1 | Goal Achievement for Second Tranche Performance Period1 | Performance Adjustment Percentage |
| (30% weighting) | | | | |
| Below Threshold | Less than [●]% | Less than [●]% | 0 |
| Threshold | [●]% | [●]% | 0.5 |
| Target | [●]% - [●]% | [●]% - [●]% | 1 |
| Superior | [●]% or more | [●]% or more | 2 |


The Performance Adjustment Percentage for ROCE for the First Tranche Performance Period and Second Tranche Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and Target, or for results achieved between Target and Superior. No Performance RSUs will be earned for the ROCE component for the First Tranche Performance Period or Second Tranche Performance Period, as applicable, if Goal Achievement is Below Threshold.
C. Adjustments In Case of Certain Dispositions
In the event of a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, if such transaction is determined by the Committee to constitute a "change in ownership or control" within the meaning of Section 280G of the Code (and regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement) (e.g., a sale or other disposition of assets of the Company that have a gross fair market value equal to or more than one-third of the total gross fair market value of all assets of the Company immediately before such transaction), the Committee may, in addition to or in lieu of any permitted adjustments to the performance goals or performance provided above, in its discretion take any action as determined to be equitable to reflect the closing of the transaction, including, but not limited to: (i) adjust the performance vesting conditions in any manner, including substituting new or additional performance goals, over the remaining First Tranche Performance Period or Second Tranche Performance Period, as applicable, (ii) cease the measurement of performance as of the closing of the transaction and adjust the Award to a time-vesting Award over the remainder of the First Tranche Performance Period or Second Tranche Performance Period, as applicable (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine), or (iii) accelerate the vesting of all or any portion of the Award.
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Exhibit 10.2
[Form of 2021 Time-Based RSU Agreement]









CELANESE CORPORATION
2018 GLOBAL INCENTIVE PLAN


TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award)


2021 RSU Award

[Number of Shares Granted] Units



This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.




CELANESE CORPORATION
2018 GLOBAL INCENTIVE PLAN
TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Time-Based Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation (the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1. Time-Based RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] time-based Restricted Stock Units ("RSUs") representing the right to receive an equal number of Common Shares upon vesting. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2. Time-Based Vesting: Subject to Section 3 and Section 6 of this Agreement, <<Vest1>> RSUs shall vest on <<Vest1Date>>; <<Vest2>> RSUs shall vest on <<Vest2Date>>; <<Vest3>> RSUs shall vest on <<Vest3Date>>, for a total of [Number of Shares Granted] RSUs. Each such date shall be referred to as a "Vesting Date". Each period between the Grant Date and a Vesting Date shall be referred to as a "Vesting Period".
3. Effects of Certain Events Prior to Vesting:
(a) Upon the termination of the Participant's employment by the Company without Cause or due to the Participant's death or Disability (other than as provided in Section 3(c)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause or due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's employment by the Company without Cause, the prorated RSUs will be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s). In the case of termination of the Participant's employment due to the Participant's death or Disability and notwithstanding any provision of Section 4 to the contrary, the prorated RSUs will be settled as soon as administratively practicable (but in no event later than 2 ½ months) after the date of such termination of employment due to death or Disability by delivery of a number of Common Shares equal to the number of such prorated RSUs.
The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment without Cause or due to the Participant's death or Disability.
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If at any time on or before a Vesting Date the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause, the Participant's employment shall be considered to have been terminated for Cause, and his or her Award shall be forfeited and cancelled without consideration pursuant to Section 3(d), regardless of whether the Participant's termination initially was considered to have been without Cause. In each such case, the provisions of Section 3(a) or 3(b) are inapplicable.
(b) Upon the termination of the Participant's employment by the Company due to the Participant's Retirement but under circumstances not amounting to Cause, then the Participant will continue to vest in the RSUs in accordance with the above vesting schedule. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(b), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(c) Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then the entire unvested portion of the RSUs shall vest as of the date of such termination of employment and shall be settled as follows, subject to any applicable taxes under Section 7:
(i) a prorated number of the unvested RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s); and
(ii) the remaining number of the unvested RSUs shall be settled as soon as administratively practicable (but in no event later than 2 ½ months) after the date of such termination of employment.
Notwithstanding the foregoing, in case of a termination of employment covered by this Section 3(c), if the Committee determines that the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award, the Committee, in its sole discretion, may determine not to provide for the additional vesting under clause (ii) of Section 3(c).
(d) Upon the termination of the Participant's employment for any other reason, the unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment.
A Participant's employment will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to a Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause.
4. Settlement of RSUs: Subject to Sections 3, 6 and 7 of this Agreement, the Company shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable following the applicable Vesting Date (but in no event later than 2 ½ months after the applicable Vesting Date), in complete settlement of all RSUs vesting on such Vesting Date, a number of Common Shares equal to the number of RSUs vesting on such Vesting Date.
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5. Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the RSUs have vested and Common Shares have been delivered pursuant to this Agreement
6. Change in Control; Dissolution:
(a) Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control with respect to any unvested RSUs granted pursuant to this Agreement that have not previously been forfeited:
(1) If (i) a Participant's rights to the unvested portion of the Award are not adversely affected in connection with the Change in Control, or, if adversely affected, a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant upon the occurrence of a Change in Control, and (ii) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested portion of the Award (or, as applicable, the substitute award) shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the date of termination, subject to the provisions of Section 7.
(2) If a Participant's right to the unvested portion of the Award is adversely affected in connection with the Change in Control and a substitute award is not made pursuant to Section 6(a)(1) above, then upon the occurrence of a Change in Control, the unvested portion of the Award shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the Change in Control, subject to the provisions of Section 7; and
(b) Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within thirty (30) days following such dissolution.
7. Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested RSUs unless and until the Participant has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any vested RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested RSUs shall be reflected in the Company's records as issued on the
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respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8. Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9. Non-Transferability of Award: The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10. Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a) The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1) shall have delivered to the Company an executed copy of this Agreement;
(2) shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(3) shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain Celanese Corporation Incentive Compensation Recoupment Policy adopted by the Committee on October 16, 2019 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4) shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant
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associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b) The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c) If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company.
11. Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment at any time for any reason. The grant of RSUs hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these RSUs nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12. Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
13. Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14. Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15. Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding the Company and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
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16. Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17. Governing Law: The Award and this Agreement shall be interpreted and construed in accordance with the laws of the state of Delaware and applicable federal law.
18. Restricted Stock Units Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The RSUs and the Common Shares issued upon vesting of such RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19. Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20. Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21. Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the RSUs provided by this Agreement shall not modify the time or form of issuance of the RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six (6) months and one day after the date of such separation from service to the extent required by Code Section 409A.
22. Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a) "Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates,
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or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(b) "Change in Control" means:
(i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii) Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting
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from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(c) "Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(d) "Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition.
(e) "Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.

[signature on following page]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.
CELANESE CORPORATION


/s/ Lori J. Ryerkerk
By: Lori J. Ryerkerk
Chairman, Chief Executive Officer and President

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Exhibit 22.1
List of Guarantor Subsidiaries
(As of March 31, 2021)

Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 5.875% Senior Notes due 2021, 4.625% Senior Notes due 2022, 1.25% Senior Notes due 2023, 3.50% Senior Notes due 2024, 1.250% Senior Notes due 2025 and 2.125% Senior Notes due 2027 (the "Senior Notes"). The Senior Notes are jointly and severally guaranteed on a full and unconditional basis by the Parent and the 100% owned subsidiaries of the Parent listed below.

| | | | | | | | | |
| Name of Company | | Jurisdiction |
| Parent Guarantor | | |
| Celanese Corporation | | Delaware |
| | | |
| Subsidiary Guarantors | | |
| Celanese Acetate LLC | | Delaware |
| Celanese Americas LLC | | Delaware |
| Celanese Chemicals, Inc. | | Delaware |
| Celanese Global Relocation LLC | | Delaware |
| Celanese International Corporation | | Delaware |
| Celanese Ltd. | | Texas |
| Celanese Sales U.S. Ltd. | | Texas |
| Celtran, Inc. | | Delaware |
| CNA Holdings LLC | | Delaware |
| KEP Americas Engineering Plastics, LLC | | Delaware |
| Ticona Fortron Inc. | | Delaware |
| Ticona LLC | | Delaware |
| Ticona Polymers, Inc. | | Delaware |


Exhibit 31.1

CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Lori J. Ryerkerk, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



| | | | | | | | | |
| | /s/ LORI J. RYERKERK ||
| | Lori J. Ryerkerk | |
| | Chairman of the Board of Directors, | |
| | Chief Executive Officer and President ||
| | April 23, 2021 |


Exhibit 31.2

CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Scott A. Richardson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

| | | | | | | | | |
| | /s/ SCOTT A. RICHARDSON ||
| | Scott A. Richardson | |
| | Executive Vice President and | |
| | Chief Financial Officer ||
| | April 23, 2021 |


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lori J. Ryerkerk, Chairman of the Board of Directors, Chief Executive Officer and President of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

| | | | | | | | | |
| | /s/ LORI J. RYERKERK ||
| | Lori J. Ryerkerk | |
| | Chairman of the Board of Directors, | |
| | Chief Executive Officer and President ||
| | April 23, 2021 |










Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott A. Richardson, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

| | | | | | | | | |
| | /s/ SCOTT A. RICHARDSON ||
| | Scott A. Richardson | |
| | Executive Vice President and | |
| | Chief Financial Officer ||
| | April 23, 2021 |