8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2020 (October 25, 2020)

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32410	98-0420726
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ☐

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Item 2.02 Results of Operations and Financial Condition

On October 25, 2020, Celanese Corporation (the "Company") issued a press release reporting the financial results for its third quarter 2020. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each non-US GAAP financial measure appearing in the press release is accompanied by the most directly comparable US GAAP financial measure and is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties, including the reasons why management believes such Non-US GAAP financial measures provide useful information to investors, and which is incorporated herein solely for purposes of this Item 2.02 disclosure.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit Number
	Description
99.1	Press Release dated October 25, 2020*
99.2	Non-US GAAP Financial Measures and Supplemental Information dated October 25, 2020*
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).

*In connection with the disclosure set forth in Item 2.02, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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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 hereunto duly authorized.

CELANESE CORPORATION
By:	/s/ MICHAEL R. SULLIVAN
Name:	Michael R. Sullivan
Title:	Vice President, Deputy General Counsel and Assistant Corporate Secretary
Date:	October 26, 2020

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EX-99.1

Exhibit 99.1

Celanese Corporation

222 West Las Colinas Blvd.

Suite 900N

Irving, Texas 75039

Celanese Corporation Reports Third Quarter 2020 Earnings;

Highlights Strong Demand Recovery

Dallas, October 25, 2020: Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today reported third quarter GAAP diluted earnings per share of $1.76 and adjusted earnings per share of $1.95. The Company recorded net sales of $1.4 billion driven by 20 percent volume recovery over the prior quarter. Third quarter operating profit was $184 million and adjusted EBIT was $290 million, sequential increases of $101 million and $91 million, respectively. Engineered Materials leveraged its customer project model, and the Acetyl Chain exercised the flexibility of its global network to maximize sequential growth on demand recovery. Celanese generated operating cash flow of $431 million and free cash flow of $351 million in the quarter. Cash returned to shareholders in the third quarter totaled $184 million, consisting of $111 million in share repurchases and $73 million in dividends. The recently closed Polyplastics transaction unlocked cash proceeds of approximately $1.6 billion and further improves the Company's ability to opportunistically invest in organic growth, acquisitions, and share repurchases.

"Our financial results are again a reflection of the commitment of our employees to the success of Celanese in any environment. They have taken decisive actions throughout this year to respond to the difficult realities of COVID-19 and continue to navigate persistent challenges to better serve and support our customers each day. With the recovery we have seen to date, I am pleased to share that all of our production facilities across the globe are again fully staffed and operating to meet demand. We continue to closely monitor business conditions and will remain nimble and purposeful in preparing ourselves for continued recovery and growth in the future. We are encouraged by robust demand recovery for our products across all regions in the third quarter," said Lori Ryerkerk, chairman and chief executive officer.

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Third Quarter 2020 Financial Highlights:

	Three Months Ended
	September 30, 2020		June 30, 2020		September 30, 2019
	(unaudited)
	(In $ millions, except per share data)
Net Sales
Engineered Materials	526		420		591
Acetate Tow	129		127		158
Acetyl Chain	776		662		867
Intersegment Eliminations	(20)		(16)		(30)
Total	1,411		1,193		1,586
Operating Profit (Loss)
Engineered Materials	84		(13)		111
Acetate Tow	30		31		34
Acetyl Chain	121		121		180
Other Activities	(51)		(56)		(65)
Total	184		83		260
Net Earnings (Loss)	209		109		265
Adjusted EBIT(1)
Engineered Materials	116		40		154
Acetate Tow	59		64		71
Acetyl Chain	126		116		191
Other Activities	(11)		(21)		(40)
Total	290		199		376
Equity Earnings and Dividend Income, Other Income (Expense)
Engineered Materials	21		26		41
Acetate Tow	28		32		27
Operating EBITDA(1)	378		285		458
Diluted EPS - continuing operations	$	1.76	$	0.93	$	2.17
Diluted EPS - total	$	1.75	$	0.90	$	2.13
Adjusted EPS(1)	$	1.95	$	1.30	$	2.53
Net cash provided by (used in) investing activities	(78)		(181)		(82)
Net cash provided by (used in) financing activities	(290)		(232)		(299)
Net cash provided by (used in) operating activities	431		379		397
Free cash flow(1)	351		283		315

______________________________

⁽¹⁾See "Non-US GAAP Financial Measures" below.

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Third Quarter 2020 Highlights:

•Completed in early October the previously announced sale of the 45 percent equity investment in the Polyplastics joint venture to Daicel for approximately $1.6 billion. Proceeds are expected to be redeployed to higher return investments.

•Repurchased $111 million in shares in the third quarter in anticipation of the completion of the Polyplastics transaction. An additional approximately $400 million in share repurchases in connection with the Polyplastics transaction are expected to be completed during the fourth quarter of 2020, for a total of approximately $500 million.

•Announced a project to expand GUR^® UHMW-PE capacity by approximately 15 kt at the Bishop, Texas facility to meet growing demand including Celanese lithium-ion battery solutions. After completion in early 2022, total capacity will exceed 50 kt per year.

•Launched BlueRidge™ cellulosic pellets, produced using cellulose from sustainably forested trees and acetic acid, as an alternative for conventional plastics in single-use consumer applications.

•Delivered robust operating cash flow of $431 million and free cash flow of $351 million amid demand recovery.

•Paid off bilateral term loans taken in the first quarter of 2020, totaling $300 million. The loans provided excess liquidity throughout the middle of 2020.

•Elected Deborah J. Kissire to the Company's Board of Directors in October. Ms. Kissire is a retired partner from Ernst & Young LLP.

Third Quarter 2020 Business Segment Overview

Engineered Materials

Engineered Materials reported net sales of $526 million in the third quarter, resulting from a sequential volume increase of 27 percent that offset a price decrease of 6 percent due to mix. Volume expansion was driven by strong demand recovery for durable goods across all regions. Automotive volumes in the third quarter grew 81 percent over the prior quarter, slightly lower than the same quarter of last year. Additional growth in consumer appliance and industrial end-markets, along with continued resiliency in electronics, more than offset sequential volume deterioration in medical resulting from the deferral of certain elective procedures and destocking along that value chain. Engineered Materials generated GAAP operating income of $84 million and adjusted EBIT of $116 million, respective increases of $97 million and $76 million over the prior quarter. The business recorded third quarter operating profit margin of 16 percent and adjusted EBIT margin of 22 percent. Continued execution in the base business of Engineered Materials more than offset a $5 million sequential decline in affiliate earnings due primarily to weaker Ibn Sina performance.

Acetyl Chain

The Acetyl Chain generated third quarter net sales of $776 million, due to an 18 percent volume increase partially offset by a 2 percent price decrease from the prior quarter. Pricing for acetic acid and VAM remained depressed as the positive impact of

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demand recovery on industry utilization was largely offset by significantly improved industry supply. The Acetyl Chain continued to utilize its derivatization optionality to emulsions and redispersible powders where sequential margins improved modestly. The Acetyl Chain generated GAAP operating profit of $121 million and adjusted EBIT of $126 million, both at margins of 16 percent. The business successfully offset the impact of $25 million in raw material inflation at the end of the third quarter to deliver earnings growth over the prior quarter. The team also brought forward a catalyst change at the Clear Lake VAM facility and activated the global network to execute swaps and source material to ensure customer supply security and limit the third quarter adjusted EBIT impact of that turnaround to approximately $10 million.

Acetate Tow

Acetate Tow recorded net sales of $129 million due to volume and price expansion of 1 percent over the prior quarter. Third quarter GAAP operating profit was $30 million and adjusted EBIT was $59 million. Dividends from affiliates in the third quarter were $28 million, $4 million lower sequentially due to the timing of dividend payments.

Cash Flow and Tax

The Company generated third quarter operating cash flow and free cash flow of $431 million and $351 million, respectively. Capital expenditures in the quarter were $72 million. The effective US GAAP tax rate was 12 percent in the third quarter compared to 16 percent in the same quarter of last year, primarily due to a tax benefit recorded in the quarter for excess tax basis in an equity affiliate. The tax rate for adjusted earnings per share was 12 percent in the third quarter, compared to 11 percent in the same quarter last year, primarily due to the utilization of tax attribute carryforwards and the year over year earnings profile.

Outlook

"Across most of our end markets, global demand during the third quarter progressed well along the path of recovery," continued Ryerkerk. "We are monitoring the current resurgence of COVID-19 across various locations for any impact to our businesses. At this stage, the October and November order books are shaping consistently with the third quarter and show no indications of demand retraction. We expect continued momentum in the fourth quarter to partially offset various sequential headwinds including normal December seasonality and a major turnaround at our Frankfurt POM facility. Including all these factors, we expect full year 2020 adjusted earnings of approximately $7.00 to $7.10 per share. Looking to 2021, we remain confident that underlying demand will reach pre-COVID levels at some point in the year. While uncertainty remains, we continue to be focused on controllable actions to drive strong growth next year, including productivity, production planning, and disciplined capital deployment."

The Company is unable to reconcile forecasted adjusted earnings per share growth to US GAAP diluted earnings per share without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains/losses, is not practical. For more information, see "Non-GAAP Financial Measures" below.

The Company's prepared remarks related to the third quarter will be posted on its website at investors.celanese.com under Financial Information/Financial Document Library on October 25, 2020. Information about Non-US GAAP measures is included in a Non-US GAAP Financial Measures and Supplemental Information document posted on our investor relations website under Financial Information/Non-GAAP Financial Measures. See also "Non-GAAP Financial Measures" below.

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Contacts:
Investor Relations	Media - U.S.	Media - Europe
Brandon Ayache	Travis Jacobsen	Petra Czugler
Phone: +1 972 443 8509	Phone: +1 972 443 3750	Phone: +49 174 762 8784
brandon.ayache@celanese.com	William.Jacobsen@celanese.com	petra.czugler@celanese.com

Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,700 employees worldwide and had 2019 net sales of $6.3 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com.

Forward-Looking Statements

This release may contain "forward-looking statements," which include information concerning the Company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: 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 and expansions as well as facility turnarounds; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; the ability to identify desirable potential acquisition targets and to consummate acquisition or investment transactions consistent with the Company's strategy; increased price competition and theintroduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company; changes in tariffs, tax rates or legislation; 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 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 or natural disasters or other crises including public health crises; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, 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; 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 various other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission.

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, including 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; 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.

Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Non-GAAP Financial Measures

Presentation

This document presents the Company's three business segments, Engineered Materials, Acetate Tow and Acetyl Chain.

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Use of Non-US GAAP Financial Information

This release uses the following Non-US GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, adjusted earnings per share and free cash flow. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance or liquidity. The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin is operating margin; for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; and for free cash flow is net cash provided by (used in) operations.

Definitions of Non-US GAAP Financial Measures

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8 of our Non-US GAAP Financial Measures and Supplemental Information document). We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization.

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and 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. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). 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 and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax 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 for GAAP. 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 it 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. Table 3a of our Non-US GAAP Financial Measures and Supplemental Information document summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as cash flow from operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway").

    Reconciliation of Non-US GAAP Financial Measures

Reconciliations of the Non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of Non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about October 26, 2020 and also available on our website at investors.celanese.com under Financial Information/Financial Document Library.

Results Unaudited

The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Supplemental Information

Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.

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Consolidated Statements of Operations - Unaudited

	Three Months Ended
	September 30, 2020	June 30, 2020	September 30, 2019
	(In $ millions, except share and per share data)
Net sales	1,411	1,193	1,586
Cost of sales	(1,084)	(951)	(1,172)
Gross profit	327	242	414
Selling, general and administrative expenses	(106)	(114)	(120)
Amortization of intangible assets	(6)	(6)	(6)
Research and development expenses	(19)	(18)	(17)
Other (charges) gains, net	(10)	(21)	(7)
Foreign exchange gain (loss), net	(2)	1	(1)
Gain (loss) on disposition of businesses and assets, net	—	(1)	(3)
Operating profit (loss)	184	83	260
Equity in net earnings (loss) of affiliates	25	31	45
Non-operating pension and other postretirement employee benefit (expense) income	28	27	17
Interest expense	(28)	(27)	(27)
Interest income	1	1	1
Dividend income - equity investments	29	32	27
Other income (expense), net	2	—	—
Earnings (loss) from continuing operations before tax	241	147	323
Income tax (provision) benefit	(30)	(35)	(53)
Earnings (loss) from continuing operations	211	112	270
Earnings (loss) from operation of discontinued operations	(2)	(4)	(6)
Income tax (provision) benefit from discontinued operations	—	1	1
Earnings (loss) from discontinued operations	(2)	(3)	(5)
Net earnings (loss)	209	109	265
Net (earnings) loss attributable to noncontrolling interests	(2)	(2)	(2)
Net earnings (loss) attributable to Celanese Corporation	207	107	263
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	209	110	268
Earnings (loss) from discontinued operations	(2)	(3)	(5)
Net earnings (loss)	207	107	263
Earnings (loss) per common share - basic
Continuing operations	1.77	0.93	2.18
Discontinued operations	(0.02)	(0.03)	(0.04)
Net earnings (loss) - basic	1.75	0.90	2.14
Earnings (loss) per common share - diluted
Continuing operations	1.76	0.93	2.17
Discontinued operations	(0.01)	(0.03)	(0.04)
Net earnings (loss) - diluted	1.75	0.90	2.13
Weighted average shares (in millions)
Basic	118.0	118.3	122.7
Diluted	118.6	118.8	123.3

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Consolidated Balance Sheets - Unaudited

	As of September 30, 2020	As of December 31, 2019
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	615	463
Trade receivables - third party and affiliates, net	716	850
Non-trade receivables, net	347	331
Inventories	1,001	1,038
Marketable securities	35	40
Other assets	57	43
Total current assets	2,771	2,765
Investments in affiliates	993	975
Property, plant and equipment, net	3,851	3,713
Operating lease right-of-use assets	210	203
Deferred income taxes	87	96
Other assets	412	338
Goodwill	1,128	1,074
Intangible assets, net	317	312
Total assets	9,769	9,476
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	958	496
Trade payables - third party and affiliates	699	780
Other liabilities	632	461
Income taxes payable	120	17
Total current liabilities	2,409	1,754
Long-term debt, net of unamortized deferred financing costs	3,140	3,409
Deferred income taxes	164	257
Uncertain tax positions	200	165
Benefit obligations	584	589
Operating lease liabilities	191	181
Other liabilities	197	223
Commitments and Contingencies
Stockholders' Equity
Treasury stock, at cost	(4,106)	(3,846)
Additional paid-in capital	248	254
Retained earnings	6,710	6,399
Accumulated other comprehensive income (loss), net	(344)	(300)
Total Celanese Corporation stockholders' equity	2,508	2,507
Noncontrolling interests	376	391
Total equity	2,884	2,898
Total liabilities and equity	9,769	9,476

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EX-99.2

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

October 25, 2020

In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.

Purpose

The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures. This document is updated quarterly.

Presentation

This document presents the Company's three business segments, Engineered Materials, Acetate Tow and Acetyl Chain.

Use of Non-US GAAP Financial Measures

From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.

Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Financial Information/Financial Document Library page of our website, investors.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.

Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Financial Information/Financial Document Library page of our website, investors.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt

1

is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity.

Definitions

•Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT.

•Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.

•Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation.

•Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and 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. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted earnings per share on a forward-looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark-to-market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the Non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). 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 and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax 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 for GAAP. 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 it 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. Table 3a summarizes the reconciliation of our estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

2

•Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway"). We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations.

•Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.

•Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns.

Supplemental Information

Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:

•Net sales for each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for each of our business segments.

•Cash dividends received from our equity investments.

•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 NCI. Beginning in 2014, this includes Fairway for which the Company's ownership percentage is 50%. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

3

Table 1

Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	207	107	218	852	43	263	209	337
(Earnings) loss from discontinued operations	2	3	7	6	(1)	5	1	1
Interest income	(1)	(1)	(2)	(6)	(2)	(1)	(2)	(1)
Interest expense	28	27	28	115	28	27	29	31
Refinancing expense	—	—	—	4	—	—	4	—
Income tax provision (benefit)	30	35	65	124	(3)	53	28	46
Certain Items attributable to Celanese Corporation (Table 8)	24	28	26	381	238	29	107	7
Adjusted EBIT	290	199	342	1,476	303	376	376	421
Depreciation and amortization expense(1)	88	86	83	329	84	82	82	81
Operating EBITDA	378	285	425	1,805	387	458	458	502

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In $ millions)
Engineered Materials	1	—	2	4	2	1	—	1
Acetate Tow	—	—	—	9	2	5	2	—
Acetyl Chain	—	1	—	10	3	6	—	1
Other Activities(2)	—	—	—	—	—	—	—	—
Accelerated depreciation and amortization expense	1	1	2	23	7	12	2	2
Depreciation and amortization expense(1)	88	86	83	329	84	82	82	81
Total depreciation and amortization expense	89	87	85	352	91	94	84	83

______________________________

⁽¹⁾Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.

⁽²⁾Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

4

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited

	Q3 '20			Q2 '20			Q1 '20			2019			Q4 '19			Q3 '19			Q2 '19			Q1 '19
	(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Engineered Materials	84	16.0	%	(13)	(3.1)	%	102	18.1	%	446	18.7	%	88	16.3	%	111	18.8	%	103	17.4	%	144	21.7	%
Acetate Tow	30	23.3	%	31	24.4	%	27	20.9	%	52	8.2	%	22	14.9	%	34	21.5	%	(44)	(26.8)	%	40	24.1	%
Acetyl Chain(1)	121	15.6	%	121	18.3	%	135	16.9	%	678	20.0	%	108	14.0	%	180	20.8	%	188	21.7	%	202	22.7	%
Other Activities(2)	(51)			(56)			(70)			(342)			(150)			(65)			(61)			(66)
Total	184	13.0	%	83	7.0	%	194	13.3	%	834	13.2	%	68	4.7	%	260	16.4	%	186	11.7	%	320	19.0	%
Less: Net Earnings (Loss) Attributable to NCI(1)	2			2			2			6			2			2			1			1
Operating Profit (Loss) Attributable to Celanese Corporation	182	12.9	%	81	6.8	%	192	13.2	%	828	13.1	%	66	4.6	%	258	16.3	%	185	11.6	%	319	18.9	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Engineered Materials	84	16.0	%	(13)	(3.1)	%	102	18.1	%	446	18.7	%	88	16.3	%	111	18.8	%	103	17.4	%	144	21.7	%
Acetate Tow	30	23.3	%	31	24.4	%	27	20.9	%	52	8.2	%	22	14.9	%	34	21.5	%	(44)	(26.8)	%	40	24.1	%
Acetyl Chain(1)	119	15.3	%	119	18.0	%	133	16.6	%	672	19.8	%	106	13.7	%	178	20.5	%	187	21.6	%	201	22.6	%
Other Activities(2)	(51)			(56)			(70)			(342)			(150)			(65)			(61)			(66)
Total	182	12.9	%	81	6.8	%	192	13.2	%	828	13.1	%	66	4.6	%	258	16.3	%	185	11.6	%	319	18.9	%
Equity Earnings and Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Engineered Materials	21			26			53			168			45			41			36			46
Acetate Tow	28			32			37			112			24			27			29			32
Acetyl Chain	2			—			1			5			1			2			1			1
Other Activities(2)	5			5			5			2			—			2			1			(1)
Total	56			63			96			287			70			72			67			78
Non-Operating Pension and Other Post-Retirement Employee Benefit (Expense) Income Attributable to Celanese Corporation
Engineered Materials	—			—			—			—			—			—			—			—
Acetate Tow	—			—			—			—			—			—			—			—
Acetyl Chain	—			—			—			—			—			—			—			—
Other Activities(2)	28			27			28			(20)			(71)			17			17			17
Total	28			27			28			(20)			(71)			17			17			17
Certain Items Attributable to Celanese Corporation (Table 8)
Engineered Materials	11			27			10			7			3			2			9			(7)
Acetate Tow	1			1			3			104			8			10			86			—
Acetyl Chain	5			(3)			5			50			37			11			1			1
Other Activities(2)	7			3			8			220			190			6			11			13
Total	24			28			26			381			238			29			107			7
Adjusted EBIT / Adjusted EBIT Margin
Engineered Materials	116	22.1	%	40	9.5	%	165	29.3	%	621	26.0	%	136	25.2	%	154	26.1	%	148	25.0	%	183	27.6	%
Acetate Tow	59	45.7	%	64	50.4	%	67	51.9	%	268	42.1	%	54	36.5	%	71	44.9	%	71	43.3	%	72	43.4	%
Acetyl Chain	126	16.2	%	116	17.5	%	139	17.4	%	727	21.4	%	144	18.7	%	191	22.0	%	189	21.8	%	203	22.8	%
Other Activities(2)	(11)			(21)			(29)			(140)			(31)			(40)			(32)			(37)
Total	290	20.6	%	199	16.7	%	342	23.4	%	1,476	23.4	%	303	21.2	%	376	23.7	%	376	23.6	%	421	25.0	%

___________________________

⁽¹⁾Net earnings (loss) attributable to NCI is included within the Acetyl Chain segment.

⁽²⁾Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

5

Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited (cont.)

	Q3 '20			Q2 '20			Q1 '20			2019			Q4 '19			Q3 '19			Q2 '19			Q1 '19
	(In $ millions, except percentages)
Depreciation and Amortization Expense(1)
Engineered Materials	33			32			32			127			33			32			31			31
Acetate Tow	9			9			8			36			8			9			9			10
Acetyl Chain	41			41			39			151			39			37			38			37
Other Activities(2)	5			4			4			15			4			4			4			3
Total	88			86			83			329			84			82			82			81
Operating EBITDA / Operating EBITDA Margin
Engineered Materials	149	28.3	%	72	17.1	%	197	35.0	%	748	31.3	%	169	31.4	%	186	31.5	%	179	30.2	%	214	32.3	%
Acetate Tow	68	52.7	%	73	57.5	%	75	58.1	%	304	47.8	%	62	41.9	%	80	50.6	%	80	48.8	%	82	49.4	%
Acetyl Chain	167	21.5	%	157	23.7	%	178	22.3	%	878	25.9	%	183	23.7	%	228	26.3	%	227	26.2	%	240	27.0	%
Other Activities(2)	(6)			(17)			(25)			(125)			(27)			(36)			(28)			(34)
Total	378	26.8	%	285	23.9	%	425	29.1	%	1,805	28.7	%	387	27.0	%	458	28.9	%	458	28.8	%	502	29.8	%

___________________________

⁽¹⁾Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.

⁽²⁾Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

6

Table 3

Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited

	Q3 '20		Q2 '20		Q1 '20		2019		Q4 '19		Q3 '19		Q2 '19		Q1 '19
		per share		per share		per share		per share		per share		per share		per share		per share
	(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation	209	1.76	110	0.93	225	1.88	858	6.89	42	0.35	268	2.17	210	1.67	338	2.64
Income tax provision (benefit)	30		35		65		124		(3)		53		28		46
Earnings (loss) from continuing operations before tax	239		145		290		982		39		321		238		384
Certain Items attributable to Celanese Corporation (Table 8)	24		28		26		381		238		29		107		7
Refinancing and related expenses	—		—		—		4		—		—		4		—
Adjusted earnings (loss) from continuing operations before tax	263		173		316		1,367		277		350		349		391
Income tax (provision) benefit on adjusted earnings(1)	(32)		(18)		(41)		(178)		(36)		(38)		(49)		(55)
Adjusted earnings (loss) from continuing operations(2)	231	1.95	155	1.30	275	2.29	1,189	9.53	241	1.99	312	2.53	300	2.38	336	2.62
	Diluted shares (in millions)(3)
Weighted average shares outstanding	118.0		118.3		119.3		123.9		120.3		122.7		125.3		127.5
Incremental shares attributable to equity awards	0.6		0.5		0.6		0.8		0.6		0.6		0.5		0.7
Total diluted shares	118.6		118.8		119.9		124.7		120.9		123.3		125.8		128.2

______________________________

⁽¹⁾Calculated using adjusted effective tax rates (Table 3a) as follows:

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In percentages)
Adjusted effective tax rate	12	10	13	13	13	11	14	14

⁽²⁾Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.

	Actual Plan Asset Returns	Expected Plan Asset Returns
	(In percentages)
2019	16.7	6.5

⁽³⁾Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

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Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited

	Estimated	Actual
	2020	2019
	(In percentages)
US GAAP annual effective tax rate	18	13
Discrete quarterly recognition of GAAP items(1)	(5)	—
Tax impact of other charges and adjustments(2)	(1)	—
Utilization of foreign tax credits	(2)	(3)
Changes in valuation allowances, excluding impact of other charges and adjustments(3)	1	3
Other(4)	1	—
Adjusted tax rate	12	13

______________________________

Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results.

⁽¹⁾Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.

⁽²⁾Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes.

⁽³⁾Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.

⁽⁴⁾Tax impacts related to full-year forecasted tax opportunities and related costs.

8

Table 4

Net Sales by Segment - Unaudited

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In $ millions)
Engineered Materials	526	420	563	2,386	539	591	593	663
Acetate Tow	129	127	129	636	148	158	164	166
Acetyl Chain	776	662	799	3,392	771	867	865	889
Intersegment eliminations(1)	(20)	(16)	(31)	(117)	(26)	(30)	(30)	(31)
Net sales	1,411	1,193	1,460	6,297	1,432	1,586	1,592	1,687

___________________________

⁽¹⁾Includes intersegment sales primarily related to the Acetyl Chain.

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Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited

Three Months Ended September 30, 2020 Compared to Three Months Ended June 30, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	27	(6)	4	—	25
Acetate Tow	1	1	1	—	3
Acetyl Chain	18	(2)	1	—	17
Total Company	20	(3)	2	(1)	18

Three Months Ended June 30, 2020 Compared to Three Months Ended March 31, 2020

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(25)	—	—	—	(25)
Acetate Tow	(3)	1	—	—	(2)
Acetyl Chain	(6)	(11)	—	—	(17)	(1)
Total Company	(13)	(6)	—	1	(18)

Three Months Ended March 31, 2020 Compared to Three Months Ended December 31, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	4	—	—	—	4
Acetate Tow	(9)	(4)	—	—	(13)
Acetyl Chain	5	(1)	—	—	4
Total Company	3	(1)	—	—	2

Three Months Ended December 31, 2019 Compared to Three Months Ended September 30, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(9)	—	—	—	(9)
Acetate Tow	(6)	—	—	—	(6)
Acetyl Chain	(11)	—	—	—	(11)
Total Company	(10)	—	—	—	(10)

Three Months Ended September 30, 2019 Compared to Three Months Ended June 30, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	2	(2)	(1)	—	(1)
Acetate Tow	(2)	(1)	—	—	(3)
Acetyl Chain	1	—	(1)	—	—
Total Company	2	(1)	(1)	—	—

Three Months Ended June 30, 2019 Compared to Three Months Ended March 31, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(7)	(3)	(1)	—	(11)
Acetate Tow	(1)	—	—	—	(1)
Acetyl Chain	2	(4)	(1)	—	(3)
Total Company	(2)	(3)	(1)	—	(6)

Three Months Ended March 31, 2019 Compared to Three Months Ended December 31, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	5	2	—	—	7	(2)
Acetate Tow	1	2	—	—	3
Acetyl Chain	5	(10)	—	—	(5)
Total Company	5	(5)	—	—	—

________________________

⁽¹⁾2020 includes the effect of the acquisition of the Elotex^® brand.

⁽²⁾2019 includes the effect of the acquisition of Next Polymers Ltd.

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Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(10)	(3)	2	—	(11)
Acetate Tow	(15)	(3)	—	—	(18)
Acetyl Chain	(1)	(11)	1	—	(11)
Total Company	(6)	(7)	1	1	(11)

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(27)	(1)	(1)	—	(29)
Acetate Tow	(18)	(5)	—	—	(23)
Acetyl Chain	(14)	(8)	(1)	—	(23)
Total Company	(20)	(5)	(1)	1	(25)

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(9)	(5)	(1)	—	(15)
Acetate Tow	(17)	(5)	—	—	(22)
Acetyl Chain	(3)	(7)	(1)	1	(10)
Total Company	(7)	(6)	(1)	1	(13)

Three Months Ended December 31, 2019 Compared to Three Months Ended December 31, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(9)	(3)	(1)	—	(13)
Acetate Tow	(8)	—	—	—	(8)
Acetyl Chain	(4)	(13)	(1)	—	(18)
Total Company	(6)	(8)	(1)	—	(15)

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(4)	(2)	(2)	—	(8)
Acetate Tow	—	—	—	—	—
Acetyl Chain	6	(18)	(2)	—	(14)
Total Company	2	(11)	(2)	1	(10)

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(8)	—	(3)	—	(11)
Acetate Tow	1	1	(1)	—	1
Acetyl Chain	(1)	(14)	(3)	—	(18)
Total Company	(3)	(8)	(3)	—	(14)

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(3)	7	(4)	—	—
Acetate Tow	(1)	—	—	—	(1)
Acetyl Chain	(4)	(8)	(3)	—	(15)
Total Company	(3)	(2)	(4)	—	(9)

11

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

	Volume	Price	Currency	Other	Total
	(In percentages)
Engineered Materials	(5)	—	(3)	—	(8)
Acetate Tow	(2)	—	—	—	(2)
Acetyl Chain	(1)	(13)	(2)	—	(16)
Total Company	(3)	(7)	(2)	—	(12)

12

Table 5

Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited

	Q3 '20		Q2 '20		Q1 '20		2019		Q4 '19		Q3 '19		Q2 '19		Q1 '19
	(In $ millions, except percentages)
Net cash provided by (used in) investing activities	(78)		(181)		(128)		(493)		(168)		(82)		(66)		(177)
Net cash provided by (used in) financing activities	(290)		(232)		(16)		(935)		(199)		(299)		(307)		(130)
Net cash provided by (used in) operating activities	431		379		259		1,454		326		397		424		307
Capital expenditures on property, plant and equipment	(72)		(88)		(119)		(370)		(144)		(82)		(65)		(79)
Distributions to NCI	(8)		(8)		(5)		(10)		(3)		—		(3)		(4)
Free cash flow(1)(2)	351		283		135		1,074		179		315		356		224
Net sales	1,411		1,193		1,460		6,297		1,432		1,586		1,592		1,687
Free cash flow as % of Net sales	24.9	%	23.7	%	9.2	%	17.1	%	12.5	%	19.9	%	22.4	%	13.3	%

______________________________

⁽¹⁾Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions or distributions to Mitsui related to our joint venture, Fairway.

⁽²⁾Excludes required debt service and finance lease payments of $26 million and $24 million for the years ended December 31, 2020 and 2019, respectively.

13

Table 6

Cash Dividends Received - Unaudited

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In $ millions)
Dividends from equity method investments	6	59	46	168	42	15	41	70
Dividends from equity investments without readily determinable fair values	29	32	37	113	24	27	30	32
Total	35	91	83	281	66	42	71	102

Table 7

Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited

	Q3 '20	Q2 '20	Q1 '20	2019	Q4 '19	Q3 '19	Q2 '19	Q1 '19
	(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	958	1,045	749	496	496	368	319	743
Long-term debt, net of unamortized deferred financing costs	3,140	2,989	3,356	3,409	3,409	3,359	3,444	2,933
Total debt	4,098	4,034	4,105	3,905	3,905	3,727	3,763	3,676
Cash and cash equivalents	(615)	(539)	(570)	(463)	(463)	(497)	(491)	(441)
Net debt	3,483	3,495	3,535	3,442	3,442	3,230	3,272	3,235

14

Table 8

Certain Items - Unaudited

The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:

	Q3 '20	Q2 '20	Q1 '20	2019		Q4 '19	Q3 '19	Q2 '19	Q1 '19	Income Statement Classification
	(In $ millions)
Plant/office closures	4	(4)	3	26		12	9	2	3	Cost of sales / SG&A / Other (charges) gains, net / Gain (loss) on disposition of businesses and assets, net
Asset impairments	2	25	4	94	(1)	2	9	83	—	Cost of sales / Other (charges) gains, net
Clear Lake incident	—	—	4	34		32	2	—	—	Cost of sales
COVID-19	1	1	1	—		—	—	—	—	Cost of sales / SG&A
Mergers, acquisitions and dispositions	7	3	7	12		3	2	4	3	Cost of sales / SG&A
Actuarial (gain) loss on pension and postretirement plans	—	—	—	88		88	—	—	—	Cost of sales / SG&A / Non-operating pension and other postretirement employee benefit (expense) income
Restructuring	11	2	7	27		6	7	15	(1)	SG&A / Other (charges) gains, net / Non-operating pension and other postretirement employee benefit (expense) income
European Commission investigation	—	2	—	89		89	—	—	—	Other (charges) gains, net
Commercial disputes	—	(1)	—	10		6	—	2	2	Cost of sales / SG&A / Other (charges) gains, net
Other	(1)	—	—	1		—	—	1	—	SG&A / Gain (loss) on disposition of businesses and assets, net
Certain Items attributable to Celanese Corporation	24	28	26	381		238	29	107	7

______________________________

⁽¹⁾Includes $5 million of asset impairments in 2019 related to the Clear Lake incident.

15

Table 9

Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited

			2019
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			852
Adjusted EBIT (Table 1)			1,476
Adjusted effective tax rate (Table 3a)			13	%
Adjusted EBIT tax effected			1,284
	2019	2018	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	496	561	529
Long-term debt, net of unamortized deferred financing costs	3,409	2,970	3,190
Celanese Corporation stockholders' equity	2,507	2,984	2,746
Invested capital			6,465
Return on invested capital (adjusted)			19.9	%
Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			13.2	%

16

XML

Cover Page	Oct. 26, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 26, 2020
Entity Registrant Name	CELANESE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32410
Entity Tax Identification Number	98-0420726
Entity Address, Address Line One	222 West Las Colinas Blvd. Suite 900N
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	443-4000
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001306830
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CE
Security Exchange Name	NYSE
1.125% Senior Notes due 2023
Entity Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes due 2023
Trading Symbol	CE /23
Security Exchange Name	NYSE
1.250% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	CE /25
Security Exchange Name	NYSE
2.125% Senior Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2027
Trading Symbol	CE /27
Security Exchange Name	NYSE