10-Q

Table of Contents

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, 2022
	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
0.625% Senior Notes due 2028	CE /28	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 22, 2022 was 108,308,917.

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period Ended March 31, 2022

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	a) Unaudited Interim Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	3
	b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2022 and 2021	4
	c) Unaudited Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	5
	d) Unaudited Interim Consolidated Statements of Equity for the three months ended March 31, 2022 and 2021	6
	e) Unaudited Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	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	39
Item 4.	Controls and Procedures	39
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		43

2

Table of Contents

Item 1. Financial Statements

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
	2022	2021
	(In $ millions, except share and per share data)
Net sales	2,538	1,798
Cost of sales	(1,793)	(1,313)
Gross profit	745	485
Selling, general and administrative expenses	(174)	(137)
Amortization of intangible assets	(11)	(6)
Research and development expenses	(24)	(20)
Other (charges) gains, net	(1)	6
Foreign exchange gain (loss), net	(1)	3
Gain (loss) on disposition of businesses and assets, net	(3)	(5)
Operating profit (loss)	531	326
Equity in net earnings (loss) of affiliates	56	29
Non-operating pension and other postretirement employee benefit (expense) income	24	38
Interest expense	(35)	(25)
Interest income	1	1
Dividend income - equity investments	37	42
Other income (expense), net	2	(2)
Earnings (loss) from continuing operations before tax	616	409
Income tax (provision) benefit	(112)	(85)
Earnings (loss) from continuing operations	504	324
Earnings (loss) from operation of discontinued operations	—	(1)
Income tax (provision) benefit from discontinued operations	—	—
Earnings (loss) from discontinued operations	—	(1)
Net earnings (loss)	504	323
Net (earnings) loss attributable to noncontrolling interests	(2)	(1)
Net earnings (loss) attributable to Celanese Corporation	502	322
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	502	323
Earnings (loss) from discontinued operations	—	(1)
Net earnings (loss)	502	322
Earnings (loss) per common share - basic
Continuing operations	4.64	2.85
Discontinued operations	—	(0.01)
Net earnings (loss) - basic	4.64	2.84
Earnings (loss) per common share - diluted
Continuing operations	4.61	2.83
Discontinued operations	—	(0.01)
Net earnings (loss) - diluted	4.61	2.82
Weighted average shares - basic	108,185,912	113,511,369
Weighted average shares - diluted	108,917,577	114,028,145

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 March 31,
	2022	2021
	(In $ millions)
Net earnings (loss)	504	323
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)	(21)	(4)
Gain (loss) on cash flow hedges	15	34
Pension and postretirement benefits	2	(4)
Total other comprehensive income (loss), net of tax	(4)	26
Total comprehensive income (loss), net of tax	500	349
Comprehensive (income) loss attributable to noncontrolling interests	(2)	(1)
Comprehensive income (loss) attributable to Celanese Corporation	498	348

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 March 31, 2022	As of December 31, 2021
	(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	605	536
Trade receivables - third party and affiliates	1,390	1,161
Non-trade receivables, net	523	506
Inventories	1,549	1,524
Marketable securities	9	10
Other assets	124	70
Total current assets	4,200	3,807
Investments in affiliates	847	823
Property, plant and equipment (net of accumulated depreciation - 2022: $3,538; 2021: $3,484)	4,188	4,193
Operating lease right-of-use assets	267	236
Deferred income taxes	244	248
Other assets	569	521
Goodwill	1,396	1,412
Intangible assets, net	715	735
Total assets	12,426	11,975
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	860	791
Trade payables - third party and affiliates	1,169	1,160
Other liabilities	419	473
Income taxes payable	106	81
Total current liabilities	2,554	2,505
Long-term debt, net of unamortized deferred financing costs	3,132	3,176
Deferred income taxes	563	555
Uncertain tax positions	296	280
Benefit obligations	543	558
Operating lease liabilities	223	200
Other liabilities	162	164
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2022 and 2021: 0 issued and outstanding)	—	—
Common stock, $0.0001 par value, 400,000,000 shares authorized (2022: 170,043,630 issued and 108,307,341 outstanding; 2021: 169,760,024 issued and 108,023,735 outstanding)	—	—
Treasury stock, at cost (2022: 61,736,289 shares; 2021: 61,736,289 shares)	(5,492)	(5,492)
Additional paid-in capital	326	333
Retained earnings	10,106	9,677
Accumulated other comprehensive income (loss), net	(333)	(329)
Total Celanese Corporation stockholders' equity	4,607	4,189
Noncontrolling interests	346	348
Total equity	4,953	4,537
Total liabilities and equity	12,426	11,975

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 March 31,
	2022		2021
	Shares	Amount	Shares	Amount
	(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period	108,023,735	—	114,168,464	—
Purchases of treasury stock	—	—	(1,831,970)	—
Stock awards	283,606	—	296,090	—
Balance as of the end of the period	108,307,341	—	112,632,584	—
Treasury Stock
Balance as of the beginning of the period	61,736,289	(5,492)	55,234,515	(4,494)
Purchases of treasury stock, including related fees	—	—	1,831,970	(250)
Balance as of the end of the period	61,736,289	(5,492)	57,066,485	(4,744)
Additional Paid-In Capital
Balance as of the beginning of the period		333		257
Stock-based compensation, net of tax		(7)		(4)
Balance as of the end of the period		326		253
Retained Earnings
Balance as of the beginning of the period		9,677		8,091
Net earnings (loss) attributable to Celanese Corporation		502		322
Common stock dividends		(73)		(78)
Balance as of the end of the period		10,106		8,335
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period		(329)		(328)
Other comprehensive income (loss), net of tax		(4)		26
Balance as of the end of the period		(333)		(302)
Total Celanese Corporation stockholders' equity		4,607		3,542
Noncontrolling Interests
Balance as of the beginning of the period		348		369
Net earnings (loss) attributable to noncontrolling interests		2		1
Distributions to noncontrolling interests		(4)		(5)
Balance as of the end of the period		346		365
Total equity		4,953		3,907

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

6

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2022	2021
	(In $ millions)
Operating Activities
Net earnings (loss)	504	323
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments	—	1
Depreciation, amortization and accretion	106	91
Pension and postretirement net periodic benefit cost	(21)	(34)
Pension and postretirement contributions	(12)	(12)
Deferred income taxes, net	4	11
(Gain) loss on disposition of businesses and assets, net	3	5
Stock-based compensation	15	12
Undistributed earnings in unconsolidated affiliates	(30)	6
Other, net	3	3
Operating cash provided by (used in) discontinued operations	(4)	(1)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	(240)	(184)
Inventories	(32)	(62)
Other assets	—	(103)
Trade payables - third party and affiliates	49	156
Other liabilities	(29)	(96)
Net cash provided by (used in) operating activities	316	116
Investing Activities
Capital expenditures on property, plant and equipment	(137)	(92)
Proceeds from sale of marketable securities	—	200
Other, net	(12)	(10)
Net cash provided by (used in) investing activities	(149)	98
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	74	2
Repayments of long-term debt	(7)	(7)
Purchases of treasury stock, including related fees	(17)	(267)
Common stock dividends	(73)	(78)
Distributions to noncontrolling interests	(4)	(5)
Issuance cost of bridge facility	(44)	—
Other, net	(24)	(16)
Net cash provided by (used in) financing activities	(95)	(371)
Exchange rate effects on cash and cash equivalents	(3)	(7)
Net increase (decrease) in cash and cash equivalents	69	(164)
Cash and cash equivalents as of beginning of period	536	955
Cash and cash equivalents as of end of period	605	791

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

7

Table of Contents

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 US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

Basis of Presentation

The unaudited interim consolidated financial statements for the three months ended March 31, 2022 and 2021 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, 2021, filed on February 10, 2022 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three months ended March 31, 2022 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.

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

8

Table of Contents

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

There are no recent Accounting Standard Updates issued by the Financial Accounting Standards Board which are expected to materially impact the Company's financial position, operating results or financial disclosures.

3. Acquisitions, Dispositions and Plant Closures

Acquisitions

In December 2021, the Company acquired the Santoprene™ thermoplastic vulcanizates ("TPV") elastomers business of Exxon Mobil Corporation ("Santoprene") for a purchase price of $1.15 billion in an all-cash transaction. The Company acquired the Santoprene™, Dytron™ and Geolast™ trademarks and product portfolios, customer and supplier contracts and agreements, both production facilities producing TPV, the TPV intellectual property portfolio with associated technical and R&D assets and employees of the TPV elastomer business. The acquisition of Santoprene substantially strengthens our existing elastomers portfolio, allowing the Company to bring a wider range of functionalized solutions into targeted growth areas including future mobility, medical and sustainability. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment. The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. We are in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including personal and real property, lease obligations, deferred taxes and intangible assets. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. During the measurement period, there were no adjustments that materially impacted the Company's goodwill initially recorded.

On February 17, 2022, the Company signed a definitive agreement to acquire a majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to certain adjustments, in an all-cash transaction. The Company will acquire a global production network of 29 facilities, including compounding and polymerization, customer and supplier contracts and agreements, an intellectual property portfolio including approximately 850 patents with associated technical and R&D assets, and expects to acquire approximately 5,000 employees across the manufacturing, technical, and commercial organizations. The acquired operations will be included in the Engineered Materials segment. The Company expects the acquisition to close around the end of 2022, subject to regulatory approvals and customary closing conditions.

In connection with the planned M&M Acquisition, also on February 17, 2022, the Company entered into a bridge facility commitment letter with Bank of America, N.A. ("Bank of America") pursuant to which Bank of America has committed to provide, subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Subsequently, commitments in respect of the Bridge Facility were syndicated to additional financial institutions as contemplated thereby.

On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (the "Term Loan Credit Agreement"), pursuant to which lenders have committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "Term Loan Facility"), which reduced the commitments under the Bridge Facility by a corresponding amount. The Term Loan Facility, subject to the terms and conditions set forth in the Term Loan Credit Agreement, together with the Bridge Facility (or, if applicable, any replacement debt financing obtained in the form of additional term loans and/or the issuance of notes in a public offering or private placement), will be available to finance the M&M Acquisition, and to pay fees and expenses related thereto. The Term Loan Credit Agreement is guaranteed by Celanese and domestic subsidiaries representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").

Amounts outstanding under the 364-day tranche of the Term Loan Credit Agreement will accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on the Company's senior unsecured debt rating. Amounts outstanding under the 5-year tranche of the Term Loan Credit Agreement will accrue interest at a rate

9

Table of Contents

equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on the Company's senior unsecured debt rating.

The Term Loan Credit Agreement contains certain covenants described in Note 7.

As described above, the entry into the Term Loan Credit Agreement reduced availability under the Bridge Facility by $1.5 billion, resulting in $9.5 billion in bridge facility commitments remaining as of March 31, 2022. The Company currently intends to issue new senior unsecured notes in lieu of borrowing under the remaining Bridge Facility commitments.

During the three months ended March 31, 2022, the Company paid $44 million in fees related to the Bridge Facility commitment, $14 million of which were amortized to interest expense in the three months ended March 31, 2022, and $30 million of which were recorded as a deferred asset as of March 31, 2022 and will be amortized to interest expense.

4. Inventories

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Finished goods	1,007	1,014
Work-in-process	85	75
Raw materials and supplies	457	435
Total	1,549	1,524

5. Goodwill and Intangible Assets, Net

Goodwill

	Engineered Materials	Acetate Tow	Acetyl Chain	Total
	(In $ millions)
As of December 31, 2021	1,030	149	233	1,412
Acquisitions (Note 3)	2	—	—	2	(1)
Exchange rate changes	(13)	—	(5)	(18)
As of March 31, 2022(2)	1,019	149	228	1,396

______________________________

(1)Represents goodwill related to the acquisition of Santoprene.

(2)There were no accumulated impairment losses as of March 31, 2022.

10

Table of Contents

Intangible Assets, Net

Finite-lived intangible assets are as follows:

	Licenses	Customer- Related Intangible Assets	Developed Technology	Covenants Not to Compete and Other	Total
	(In $ millions)
Gross Asset Value
As of December 31, 2021	45	996	45	55	1,141
Exchange rate changes	—	(13)	—	—	(13)
As of March 31, 2022	45	983	45	55	1,128
Accumulated Amortization
As of December 31, 2021	(41)	(543)	(42)	(39)	(665)
Amortization	—	(10)	—	(1)	(11)
Exchange rate changes	—	7	—	—	7
As of March 31, 2022	(41)	(546)	(42)	(40)	(669)
Net book value	4	437	3	15	459

Indefinite-lived intangible assets are as follows:

	Trademarks and Trade Names
	(In $ millions)
As of December 31, 2021	259
Exchange rate changes	(3)
As of March 31, 2022	256

During the three months ended March 31, 2022, the Company did not renew or extend any intangible assets.

Estimated amortization expense for the succeeding five fiscal years is as follows:

	(In $ millions)
2023	40
2024	40
2025	40
2026	39
2027	39

11

Table of Contents

6. Current Other Liabilities

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Benefit obligations (Note 8)	26	26
Customer rebates	53	96
Derivatives (Note 12)	10	5
Interest	18	30
Legal (Note 14)	32	33
Operating leases	44	37
Restructuring	2	7
Salaries and benefits	98	135
Sales and use tax/foreign withholding tax payable	45	27
Other	91	77
Total	419	473

7. Debt

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	525	527
Short-term borrowings, including amounts due to affiliates(1)	35	64
Revolving credit facility(2)	300	200
Total	860	791

______________________________

(1)The weighted average interest rate was 0.2% and 0.2% as of March 31, 2022 and December 31, 2021, respectively.

(2)The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

12

Table of Contents

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Long-Term Debt
Senior unsecured notes due 2022, interest rate of 4.625%	500	500
Senior unsecured notes due 2023, interest rate of 1.125%	499	509
Senior unsecured notes due 2024, interest rate of 3.500%	499	499
Senior unsecured notes due 2025, interest rate of 1.250%	332	339
Senior unsecured notes due 2026, interest rate of 1.400%	400	400
Senior unsecured notes due 2027, interest rate of 2.125%	553	564
Senior unsecured notes due 2028, interest rate of 0.625%	555	566
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)	5	6
Obligations under finance leases due at various dates through 2054	166	173
Subtotal	3,675	3,722
Unamortized debt issuance costs(2)	(18)	(19)
Current installments of long-term debt	(525)	(527)
Total	3,132	3,176

______________________________

(1)The weighted average interest rate was 1.3% and 1.3% as of March 31, 2022 and December 31, 2021, respectively.

(2)Related to the Company's long-term debt, excluding obligations under finance leases.

Senior Credit Facilities

On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreement the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate the Company's existing revolving credit facility. The Credit Agreements are guaranteed by Celanese, Celanese U.S. and the Subsidiary Guarantors. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.

The Credit Agreements contain certain covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), events of default and change of control provisions.

13

Table of Contents

The Company's debt balances and amounts available for borrowing under its new senior unsecured revolving credit facility are as follows:

	As of March 31, 2022
	(In $ millions)
Revolving Credit Facility
Borrowings outstanding(1)	300
Available for borrowing(2)	1,450

______________________________

(1)The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.

(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates 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 Purchasing Facility

In June 2021, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2024. 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 the event of bankruptcy. These sales are transacted at 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $262 million and $1.1 billion of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $262 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $103 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2022.

Factoring and Discounting Agreements

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 $69 million and $230 million of accounts receivable under these factoring agreements for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $100 million and $185 million of accounts receivable sold under these factoring agreements during the same periods.

14

Table of Contents

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 $13 million and $70 million of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively.

Covenants

The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), 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 March 31, 2022.

8. Benefit Obligations

The components of net periodic benefit cost are as follows:

	Three Months Ended March 31,
	2022		2021
	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
	(In $ millions)
Service cost	3	—	4	—
Interest cost	17	—	13	—
Expected return on plan assets	(41)	—	(51)	—
Total	(21)	—	(34)	—

Benefit obligation funding is as follows:

	As of March 31, 2022	Total Expected 2022
	(In $ millions)
Cash contributions to defined benefit pension plans	6	24
Benefit payments to nonqualified pension plans	5	19
Benefit payments to other postretirement benefit plans	1	4

The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.

9. 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.

15

Table of Contents

The components of environmental remediation liabilities are as follows:

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Demerger obligations (Note 14)	22	24
Divestiture obligations (Note 14)	14	14
Active sites	8	8
U.S. Superfund sites	11	12
Other environmental remediation liabilities	2	2
Total	57	60

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 14). 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 LPRSA and the Newark Bay Area.

16

Table of Contents

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. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million.

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 estimates that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site is less than 1%. In February 2022, the EPA and a subgroup of defendants in the litigation, including Celanese, reached a settlement in principle with respect to the liability of those defendants for the LPRSA, which will not be material to the Company's results of operations, cash flows or financial position.

10. 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 declared a quarterly cash dividend of $0.68 per share on its Common Stock on April 19, 2022, amounting to $74 million. The cash dividend will be paid on May 12, 2022 to holders of record as of April 28, 2022.

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 March 31,				Total From February 2008 Through March 31, 2022
	2022		2021
Shares repurchased	—		1,831,970		69,324,429
Average purchase price per share	$	—	$	136.47	$	83.71
Shares repurchased (in $ millions)	$	—	$	250	$	5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$	—	$	—	$	6,866

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.

17

Table of Contents

Other Comprehensive Income (Loss), Net

	Three Months Ended March 31,
	2022			2021
	Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
	(In $ millions)
Foreign currency translation gain (loss)	(15)	(6)	(21)	3	(7)	(4)
Gain (loss) on cash flow hedges	19	(4)	15	44	(10)	34
Pension and postretirement benefits gain (loss)	2	—	2	(4)	—	(4)
Total	6	(10)	(4)	43	(17)	26

Adjustments to Accumulated other comprehensive income (loss), net, are as follows:

	Foreign Currency Translation Gain (Loss)	Gain (Loss) on Cash Flow Hedges (Note 12)	Pension and Postretirement Benefits Gain (Loss) (Note 8)	Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2021	(271)	(43)	(15)	(329)
Other comprehensive income (loss) before reclassifications	(15)	17	2	4
Amounts reclassified from accumulated other comprehensive income (loss)	—	2	—	2
Income tax (provision) benefit	(6)	(4)	—	(10)
As of March 31, 2022	(292)	(28)	(13)	(333)

11. Income Taxes

	Three Months Ended March 31,
	2022	2021
	(In percentages)
Effective income tax rate	18	21

The effective income tax rate for the three months ended March 31, 2022, was lower compared to the same period in 2021 primarily due to non-recurring impacts of $28 million of uncertain tax positions mainly arising from lending terms related to internal treasury operations in the three months ended March 31, 2021.

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 supplementing the TCJA provisions since 2018, which the Company does not expect to have a material impact on current or future income tax expense.

In December 2021, the U.S. Treasury and the IRS released final regulations addressing various aspects of the foreign tax credit regime. The regulation was published in the federal register on January 4, 2022, and became effective in the three months ended March 31, 2022. The final regulations included guidance with respect to the definition of foreign income taxes, the eligibility of foreign taxes for the foreign tax credit, and the allocation and apportionment of interest expense. The impact of the retroactive effect of the interest expense apportionment rules for the 2020 and 2021 tax years was not material to the Company's results of operations.

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 the guidance is finalized or becomes effective.

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

18

Table of Contents

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 tax returns are under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany (the "Authorities").

In September 2021, the Company received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The Authorities also propose to apply these adjustments to open tax years through 2019. The Company is engaged in discussions with the Authorities to evaluate the proposals and is currently evaluating all potential remedies.

As of March 31, 2022, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examination. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the Authorities are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its position, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded.

In addition, the Company's Mexico tax returns are under audit for the years 2018 and 2019. On January 14, 2022, the Mexico tax authorities issued preliminary findings for disallowance of operating expenses on several of the applicable tax returns. The Company has determined that the preliminary findings are unfounded and will take the necessary steps to provide the requested documentation to mitigate any potential liability through the next phase of the audit.

12. 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 March 31, 2022	As of December 31, 2021
	(In € millions)
Total	1,733	1,653

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 March 31, 2022	As of December 31, 2021
	(In $ millions)
Total	691	663

19

Table of Contents

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 March 31,				Statement of Operations Classification
	2022	2021	2022	2021
	(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps	17	11	—	—	Cost of sales
Interest rate swaps	—	33	(2)	—	Interest expense
Total	17	44	(2)	—
Designated as Net Investment Hedges
Foreign currency denominated debt (Note 7)	28	50	—	—	N/A
Cross-currency swaps	2	(6)	—	—	N/A
Total	30	44	—	—
Not Designated as Hedges
Foreign currency forwards and swaps	—	—	(1)	3	Foreign exchange gain (loss), net; Other income (expense), net
Total	—	—	(1)	3

See Note 13 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.

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 March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Assets
Gross amount recognized	69	40
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	69	40
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	62	38

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Liabilities
Gross amount recognized	10	5
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	10	5
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	3	3

20

Table of Contents

13. Fair Value Measurements

The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:

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.

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of March 31, 2022
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	16	16	Current Other assets
Commodity swaps	—	32	32	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	7	7	Current Other assets
Cross-currency swaps	—	11	11	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	3	3	Current Other assets
Total assets	—	69	69
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(7)	(7)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(10)	(10)

21

Table of Contents

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of December 31, 2021
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	8	8	Current Other assets
Commodity swaps	—	23	23	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	2	2	Current Other assets
Cross-currency swaps	—	5	5	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	2	2	Current Other assets
Total assets	—	40	40
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(2)	(2)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(5)	(5)

Carrying values and fair values of financial instruments that are not carried at fair value are as follows:

		Fair Value Measurement
	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
	(In $ millions)
As of March 31, 2022
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	25	25	—	25
Long-term debt, including current installments of long-term debt	3,675	3,401	166	3,567
As of December 31, 2021
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	28	28	—	28
Long-term debt, including current installments of long-term debt	3,722	3,639	173	3,812

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, 2022, and December 31, 2021, 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

22

Table of Contents

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.

14. 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 9).

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, 2022 are $103 million. Though the Company is significantly under 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.

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 9).

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, 2022. 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.

23

Table of Contents

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, 2022, the Company had unconditional purchase obligations of $3.5 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.

15. Segment Information

	Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Three Months Ended March 31, 2022
Net sales	910	125	1,538	—	(35)	(1)	2,538
Other (charges) gains, net	(1)	—	—	—	—		(1)
Operating profit (loss)	124	4	499	(96)	—		531
Equity in net earnings (loss) of affiliates	49	—	4	3	—		56
Depreciation and amortization	46	11	45	4	—		106
Capital expenditures	30	8	62	14	—		114	(2)
	As of March 31, 2022
Goodwill and intangible assets, net	1,684	154	273	—	—		2,111
Total assets	5,576	1,109	4,504	1,237	—		12,426
	Three Months Ended March 31, 2021
Net sales	645	119	1,056	—	(22)	(1)	1,798
Other (charges) gains, net	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	35	10	41	4	—		90
Capital expenditures	23	11	33	6	—		73	(2)
	As of December 31, 2021
Goodwill and intangible assets, net	1,714	154	279	—	—		2,147
Total assets	5,363	1,098	4,428	1,086	—		11,975

______________________________

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

(2)Includes a decrease in accrued capital expenditures of $23 million and $19 million for the three months ended March 31, 2022 and 2021, respectively.

24

Table of Contents

16. 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, 2022, the Company had $797 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $224 million of its remaining performance obligations as Net sales in 2022, $209 million in 2023, $164 million in 2024 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.

The Company does not have any material contract assets as of March 31, 2022.

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.

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.

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, redispersible powders and ethylene vinyl acetate ("EVA") polymers businesses. 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.

25

Table of Contents

Further disaggregation of Net sales by business segment and geographic destination is as follows:

	Three Months Ended March 31,
	2022	2021
	(In $ millions)
Engineered Materials
North America	289	164
Europe and Africa	377	296
Asia-Pacific	221	164
South America	23	21
Total	910	645
Acetate Tow
North America	25	28
Europe and Africa	59	68
Asia-Pacific	40	22
South America	1	1
Total	125	119
Acetyl Chain
North America	400	281
Europe and Africa	533	310
Asia-Pacific	521	423
South America	49	20
Total(1)	1,503	1,034

______________________________

(1)Excludes intersegment sales of $35 million and $22 million for the three months ended March 31, 2022 and 2021, respectively.

17. Earnings (Loss) Per Share

	Three Months Ended March 31,
	2022	2021
	(In $ millions, except share data)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	502	323
Earnings (loss) from discontinued operations	—	(1)
Net earnings (loss)	502	322
Weighted average shares - basic	108,185,912	113,511,369
Incremental shares attributable to equity awards(1)	731,665	516,776
Weighted average shares - diluted	108,917,577	114,028,145

______________________________

(1)Excludes 61,297 and 29 equity award shares for the three months ended March 31, 2022 and 2021, respectively, as their effect would have been antidilutive.

26

Table of Contents

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 US 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, 2021 filed on February 10, 2022 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Reporting on Form 10-K ("2021 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 2021 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.

Risk Factors

See Part I - Item 1A. Risk Factors of our 2021 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:

•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;

•volatility or changes in the price and availability of raw materials and energy, 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 extent to which resurgences or variants of COVID-19 may adversely impact the economic environment, market demand, our operations, availability and cost of transportation and materials, the labor supply and pace of economic recovery;

•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;

•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;

27

Table of Contents

•increased price competition and the introduction of competing products by other companies;

•the ability to identify desirable potential acquisition targets and to complete and integrate 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, transportation or logistics disruptions, cybersecurity 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 (such as the Russia-Ukraine conflict) 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 or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in 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;

•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

•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. COVID-19 and responses to the pandemic by governments and businesses, have significantly increased financial, economic and cost 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.

28

Table of Contents

On February 17, 2022, we signed a definitive agreement to acquire a majority of the Mobility & Materials business of DuPont de Nemours, Inc. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.

Results of Operations

Financial Highlights

	Three Months Ended March 31,
	2022		2021		Change
	(unaudited)
	(In $ millions, except percentages)
Statement of Operations Data
Net sales	2,538		1,798		740
Gross profit	745		485		260
Selling, general and administrative ("SG&A") expenses	(174)		(137)		(37)
Operating profit (loss)	531		326		205
Equity in net earnings (loss) of affiliates	56		29		27
Non-operating pension and other postretirement employee benefit (expense) income	24		38		(14)
Interest expense	(35)		(25)		(10)
Dividend income - equity investments	37		42		(5)
Earnings (loss) from continuing operations before tax	616		409		207
Earnings (loss) from continuing operations	504		324		180
Earnings (loss) from discontinued operations	—		(1)		1
Net earnings (loss)	504		323		181
Net earnings (loss) attributable to Celanese Corporation	502		322		180
Other Data
Depreciation and amortization	106		90		16
SG&A expenses as a percentage of Net sales	6.9	%	7.6	%
Operating margin(1)	20.9	%	18.1	%

______________________________

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

	As of March 31, 2022	As of December 31, 2021
	(unaudited)
	(In $ millions)
Balance Sheet Data
Cash and cash equivalents	605	536
Short-term borrowings and current installments of long-term debt - third party and affiliates	860	791
Long-term debt, net of unamortized deferred financing costs	3,132	3,176
Total debt	3,992	3,967

29

Table of Contents

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 March 31, 2022 Compared to Three Months Ended March 31, 2021

	Volume	Price	Currency	Other	Total
	(unaudited)
	(In percentages)
Engineered Materials	20	25	(4)	—	41
Acetate Tow	1	4	—	—	5
Acetyl Chain	8	39	(1)	—	46
Total Company	12	32	(2)	(1)	41

Consolidated Results

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales increased $740 million, or 41%, for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher pricing in all of our segments, primarily driven by our Acetyl Chain segment, due to increased customer demand and supply constraints across all regions; and

•higher volume in all of our segments, primarily driven by elastomers in our Engineered Materials segment related to our acquisition of the Santoprene™ thermoplastic vulcanizates elastomers business of Exxon Mobil Corporation ("Santoprene");

partially offset by:

•an unfavorable currency impact resulting from a weaker Euro relative to the U.S. dollar.

Selling, general and administrative expenses increased $37 million, or 27%, for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•an increase in functional and project spending of $32 million in Other Activities.

Operating profit increased $205 million, or 63%, for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher Net sales across all of our segments;

partially offset by:

•higher raw material and energy costs across all of our segments; and

•higher spending across most of our segments, primarily driven by our Engineered Materials segment as a result of our acquisition of Santoprene, as well as plant operating and administrative expenses.

Equity in net earnings (loss) of affiliates increased $27 million for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•an increase in equity investment in earnings of $14 million and $7 million from our Ibn Sina and Korea Engineering Plastics Co., Ltd. ("KEPCO") strategic affiliates, respectively, primarily as a result of global economic recovery and stronger demand.

Our effective income tax rate for the three months ended March 31, 2022 was 18% compared to 21% for the same period in 2021. The lower effective income tax rate for the three months ended March 31, 2022 compared to the same period in 2021 was

30

Table of Contents

primarily due to non-recurring impacts of uncertain tax positions mainly arising from lending terms related to internal treasury operations in the three months ended March 31, 2021. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

Business Segments

Engineered Materials

	Three Months Ended March 31,				Change	% Change
	2022		2021
	(unaudited)
	(In $ millions, except percentages)
Net sales	910		645		265	41.1	%
Net Sales Variance
Volume	20	%
Price	25	%
Currency	(4)	%
Other	—	%
Operating profit (loss)	124		130		(6)	(4.6)	%
Operating margin	13.6	%	20.2	%
Equity in net earnings (loss) of affiliates	49		25		24	96.0	%
Depreciation and amortization	46		35		11	31.4	%

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 food protection ingredients, 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, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw material costs.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales increased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher pricing for all of our products, primarily due to higher raw material costs, higher energy costs and product mix; and

•higher volume, primarily in elastomers related to our acquisition of Santoprene;

partially offset by:

•an unfavorable currency impact resulting from a weaker Euro relative to the U.S. dollar.

Operating profit decreased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher raw material costs for all of our products and increased sourcing costs as a result of higher logistical costs and global shipping constraints;

•higher spending of $39 million, primarily as a result of our acquisition of Santoprene, as well as plant operating and administrative expenses; and

•higher energy costs of $34 million, primarily for steam;

31

Table of Contents

largely offset by:

•higher Net sales.

Equity in net earnings (loss) of affiliates increased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•an increase in equity investment in earnings of $14 million and $7 million from our Ibn Sina and KEPCO strategic affiliates, respectively, primarily as a result of global economic recovery and stronger demand.

Acetate Tow

	Three Months Ended March 31,				Change	% Change
	2022		2021
	(unaudited)
	(In $ millions, except percentages)
Net sales	125		119		6	5.0	%
Net Sales Variance
Volume	1	%
Price	4	%
Currency	—	%
Other	—	%
Operating profit (loss)	4		16		(12)	(75.0)	%
Operating margin	3.2	%	13.4	%
Dividend income - equity investments	36		41		(5)	(12.2)	%
Depreciation and amortization	11		10		1	10.0	%

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 due to other factors, such as the intense level of competition in the industry.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales were consistent for the three months ended March 31, 2022 compared to the same period in 2021.

Operating profit decreased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher raw material costs of $9 million as a result of supply constraints and tighter market conditions; and

•higher energy costs of $8 million, primarily related to natural gas pricing.

32

Table of Contents

Acetyl Chain

	Three Months Ended March 31,				Change	% Change
	2022		2021
	(unaudited)
	(In $ millions, except percentages)
Net sales	1,538		1,056		482	45.6	%
Net Sales Variance
Volume	8	%
Price	39	%
Currency	(1)	%
Other	—	%
Operating profit (loss)	499		251		248	98.8	%
Operating margin	32.4	%	23.8	%
Depreciation and amortization	45		41		4	9.8	%

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 March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales increased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher pricing for most of our products, primarily due to increased customer demand and supply constraints across all regions; and

•higher volume for most of our products driven by increased demand across most regions;

partially offset by:

•an unfavorable currency impact resulting from a weaker Euro relative to the U.S. dollar.

Operating profit increased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher Net sales;

partially offset by:

•higher raw material and sourcing costs, primarily for ethylene, methanol and carbon monoxide due to stronger demand and tighter market conditions, as well as higher distribution costs due to global shipping constraints;

33

Table of Contents

•higher spending of $19 million, primarily as a result of increased plant operating and maintenance expenses; and

•higher energy costs of $10 million, primarily due to price increases for steam and natural gas.

Other Activities

	Three Months Ended March 31,		Change	% Change
	2022	2021
	(unaudited)
	(In $ millions, except percentages)
Operating profit (loss)	(96)	(71)	(25)	(35.2)	%
Non-operating pension and other postretirement employee benefit (expense) income	24	38	(14)	(36.8)	%

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 March 31, 2022 Compared to Three Months Ended March 31, 2021

Operating loss increased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•higher functional and project spending of $32 million.

Non-operating pension and other postretirement employee benefit income decreased for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to:

•lower expected return on plan assets and higher interest cost.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facility. As of March 31, 2022, we have $1.45 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 $605 million as of March 31, 2022. 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.

On February 17, 2022, we signed a definitive agreement to acquire a majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to certain adjustments, in an all-cash transaction. For further information regarding the acquisition and related financing transactions, see Debt and Other Obligations in this Liquidity and Capital Resources and Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements.

Our incurrence of debt to finance the purchase price for the M&M Acquisition will increase our leverage and will increase, as of the closing of the M&M Acquisition, our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with cash generation and cost reduction initiatives, will support our deleveraging efforts over the next few years. In furtherance of these deleveraging efforts, we have paused our share repurchase program, reevaluated and reduced our anticipated 2022 capital expenditures by approximately $50 million and are in the process of evaluating additional cash generation opportunities which may include the opportunistic disposition or monetization of product or business lines or other assets. We are committed to rapid deleveraging and to maintaining our investment grade debt rating.

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

34

Table of Contents

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.

We continue to prioritize those projects expected to drive productivity in the near-term and expect capital expenditures to be approximately $550 million in 2022, primarily due to certain investments in growth opportunities and productivity improvements. In Engineered Materials, our planned expansion of the compounding capacity at our facilities in China is experiencing some delays due to certain permitting issues. Additionally, we brought the ultra-high molecular weight polyethylene ("UHMW-PE") expansion in Bishop, Texas on-line ahead of schedule to grow our global GUR® supply network and support the growing global electric vehicle battery market. In the Acetyl Chain, our planned expansion of (1) the capacity of our vinyl acetate ethylene ("VAE") and emulsions plants in Nanjing, China, (2) the capacity of our vinyl acetate monomer ("VAM") plant in Bay City, Texas and (3) the sustainable production of methanol at our Fairway joint venture in Clear Lake, Texas using captured carbon dioxide as feedstock, are on schedule. Lastly, our planned acetic acid expansion in Clear Lake, Texas and our VAE emulsion plant expansion in Frankfurt, Germany, are still in construction and on schedule. We continue to see the incremental capacity from investments made in recent years strengthen our manufacturing network reliability to best serve our customers.

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.

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 credit facilities 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, 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 $69 million to $605 million as of March 31, 2022 compared to December 31, 2021. As of March 31, 2022, $522 million of the $605 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.

•Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities increased $200 million to $316 million for the three months ended March 31, 2022 compared to the same period in 2021. Net cash provided by operating activities for the three months ended March 31, 2022 increased, primarily due to:

•an increase in Net earnings;

•a payment for the European Commission settlement of $100 million, which did not recur in the current year; and

•a decrease in VAT taxes receivable primarily due to the receipt of refunds during the three months ended March 31, 2022;

35

Table of Contents

partially offset by:

•unfavorable trade working capital of $133 million, primarily due to a decrease in trade payables and an increase in trade receivables, partially offset by a decrease in inventory. Payables decreased as a result of the timing of settlement of trade payables and trade receivables increased primarily as a result of the increase in Net sales. Inventory decreased primarily as a result of increased customer demand and tighter market conditions during the three months ended March 31, 2022.

•Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities increased $247 million to $149 million for the three months ended March 31, 2022 compared to net cash provided by investing activities of $98 million for the same period in 2021, primarily due to:

•a decrease in proceeds from the sale of marketable securities of $200 million, which did not recur in the current year; and

•an increase of $45 million in capital expenditures during the three months ended March 31, 2022.

•Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities decreased $276 million to $95 million for the three months ended March 31, 2022 compared to $371 million for the same period in 2021, primarily due to:

•a decrease in share repurchases of our Common Stock of $250 million during the three months ended March 31, 2022; and

•an increase in net borrowings on short-term debt of $72 million, primarily as a result of higher borrowings under our revolving credit facility;

partially offset by:

•a payment of $44 million during the three months ended March 31, 2022 for fees related to a bridge facility commitment letter with Bank of America, N.A. ("Bank of America") pursuant to which Bank of America has committed to provide, subject to the terms and conditions set therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility").

Debt and Other Obligations

On March 18, 2022, we entered into a term loan credit agreement (the "Term Loan Credit Agreement"), pursuant to which lenders have committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "Term Loan Facility"), which reduced the commitments under the Bridge Facility by corresponding amounts. The Term Loan Facility, subject to the terms and conditions set forth in the Term Loan Credit Agreement, together with the Bridge Facility (or, if applicable, any replacement debt financing obtained in the form of additional term loans and/or the issuance of notes in a public offering or private placement), will be available to finance the M&M Acquisition, and to pay fees and expenses related thereto. The Term Loan Credit Agreement is guaranteed by Celanese and domestic subsidiaries representing substantially all of our U.S. assets and business operations.

On March 18, 2022, we entered into a new revolving credit agreement (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreement the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate our existing revolving credit facility.

As described above, the entry into the Term Loan Credit Agreement reduced availability under the Bridge Facility by $1.5 billion, resulting in $9.5 billion in bridge facility commitments remaining as of March 31, 2022. We currently intend to issue new senior unsecured notes in lieu of borrowing under the remaining Bridge Facility commitments.

There have been no material changes to our debt or other obligations described in our 2021 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.

36

Table of Contents

Accounts Receivable Purchasing Facility

In June 2021, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $262 million and $1.1 billion of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $262 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $103 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2022.

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 $69 million and $230 million of accounts receivable under these factoring agreements for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $100 million and $185 million of accounts receivable sold under these factoring agreements during the same periods.

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. We de-recognized $13 million and $70 million of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively.

See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information.

Guarantor Financial Information

We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (collectively, the "Senior Notes"). 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 7 - 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 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 Agreements (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.

For cash management purposes, we transfer cash among 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, other outstanding debt, Common Stock dividends and Common Stock repurchases.

37

Table of Contents

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, 2022
	(In $ millions)
	(unaudited)
Net sales to third parties	481
Net sales to non-guarantor subsidiaries	227
Total net sales	708
Gross profit	97
Earnings (loss) from continuing operations	(105)
Net earnings (loss)	(105)
Net earnings (loss) attributable to the Obligor Group	(105)

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
	(unaudited)
Receivables from non-guarantor subsidiaries	468	624
Other current assets	1,231	1,236
Total current assets	1,699	1,860
Goodwill	578	578
Other noncurrent assets	4,043	3,963
Total noncurrent assets	4,621	4,541
Current liabilities due to non-guarantor subsidiaries	2,598	2,493
Current liabilities due to affiliates	38	64
Other current liabilities	1,358	1,347
Total current liabilities	3,994	3,904
Noncurrent liabilities due to non-guarantor subsidiaries	2,337	2,348
Other noncurrent liabilities	3,591	3,610
Total noncurrent liabilities	5,928	5,958

Share Capital

We declared a quarterly cash dividend of $0.68 per share on our Common Stock on April 19, 2022, amounting to $74 million.

There have been no material changes to our share capital described in our 2021 Form 10-K other than those disclosed above and in Note 10 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements.

Contractual Obligations

We have not entered into any material off-balance sheet arrangements.

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 2021 Form 10-K.

Business Environment

We continue to experience significant cost inflation, inflationary pressure and supply disruptions related to the sourcing of raw materials, energy, logistics and labor in 2022. While we do not have material net sales or operations in Russia or Ukraine, it is possible that the conflict or actions taken in response, could adversely affect some of our markets and suppliers, economic and financial markets, costs and availability of energy and materials, or cause further supply chain disruptions. We continue to

38

Table of Contents

closely monitor the impact of, and responses to, COVID-19 variants, including government imposed lockdowns, on demand conditions and the supply chain. Average prices of energy feedstocks, particularly natural gas, which are a significant input and source of energy for our manufacturing operations, have continued to increase in the Western Hemisphere and particularly in Europe. We also experienced, and continue to experience, cost pressure on raw material inputs. We have continued pricing actions intended to offset these inflationary headwinds. Moderation of acetyls pricing in China is expected to continue trending to more normalized levels as the year progresses. We expect that sourcing cost and inflationary pressures will continue to be significant across the business throughout the year.

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.

We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2021 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2021 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.

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 2021 Form 10-K. See also Note 12 - 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, 2022, 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.

39

Table of Contents

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 9 - Environmental and Note 14 - 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 2021 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2021 Form 10-K for certain risk factors relating to these legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors under Part I, Item 1A of our 2021 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of our Common Stock during the three months ended March 31, 2022 are as follows:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares Remaining that may be Purchased Under the Program(2)
	(unaudited)
January 1 - 31, 2022	—	$	—	—	$	1,063,000,000
February 1 - 28, 2022	—	$	—	—	$	1,063,000,000
March 1 - 31, 2022	—	$	—	—	$	1,063,000,000
Total	—			—

______________________________

(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, 2022, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008.

See Note 10 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

40

Table of Contents

Item 6. Exhibits(1)

Exhibit Number
	Description
2.1	Transaction Agreement, dated as of February 17, 2022, by and among DuPont De Nemours, Inc., DuPont E&I Holding, Inc. and Celanese Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 18, 2022).
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	Commitment Letter, dated as of February 17, 2022, by and among Celanese Corporation, Bank of America, N.A. and BofA Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 18, 2022).
10.2†	Credit Agreement, dated as of March 18, 2022, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 24, 2022).
10.3†	Term Loan Credit Agreement, dated as of March 18, 2022, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 24, 2022).
10.4*‡	Form of 2022 Performance-Based Restricted Stock Unit Award Agreement.
10.5*‡	Form of 2022 Performance-Based Restricted Stock Unit Award Agreement for Chief Executive Officer.
10.6*‡	Form of 2022 Time-Based Restricted Stock Unit Award Agreement.
10.7*‡	Form of 2022 Time-Based Restricted Stock Unit Award Agreement for Chief Executive Officer.
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.

41

Table of Contents

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, 2022 has been formatted in Inline XBRL.

*    Filed herewith.

‡    Indicates a management contract or compensatory plan or arrangement.

†    The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.

(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.

42

Table of Contents

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 29, 2022

By:	/s/ SCOTT A. RICHARDSON
	Scott A. Richardson
	Executive Vice President and
	Chief Financial Officer
	Date:	April 29, 2022

43

EX-10.4

Exhibit 10.4

[Form of 2022 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).

2022 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 a performance period from January 1, 2022 through December 31, 2024, which Agreement is attached hereto and made a part hereof.

Page 1 of 14

© 2022 Celanese Corporation

CELANESE CORPORATION

2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

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, the Performance RSUs are subject to adjustment for performance during the Performance Period in accordance with the performance measures, targets and methodology set forth in Appendix A. The number of Performance RSUs determined after the Performance Period based on such performance is referred to as the "Performance-Adjusted RSUs."

(b)    Subject to Section 3 and Section 6 of this Agreement, the Performance-Adjusted RSUs shall vest on February 15, 2025 (the "Vesting Date"). The period between the Grant Date and the Vesting Date shall be referred to as the "Vesting Period."

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 Vesting Date (other than as provided in Section 3(b)), then:

(i) in all such cases the 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 Performance Period; and

(ii) a prorated number of the Performance-Adjusted RSUs will vest on the Vesting Date in an amount equal to (x) the unvested Performance-Adjusted RSUs in the 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 Vesting Period, such product to be rounded up to the nearest whole number.

Page 2 of 14

© 2022 Celanese Corporation

Such prorated Performance-Adjusted RSUs will be settled following the Vesting Date 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.

(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:

(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 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 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 Company 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 Company, 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 Vesting Date, then a prorated number of Performance RSUs will vest in an amount equal to:

(i) the Target number of Performance RSUs granted hereby 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, and the denominator of which is the number of complete and partial calendar months in the Vesting Period, 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

Page 3 of 14

© 2022 Celanese Corporation

and cancelled without consideration as of the date of the Participant's termination of employment for death or Disability.

(d)Upon the termination of a Participant's employment with the Company for any other reason prior to the Vesting Date, 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 the Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b) or 3(c) are inapplicable.

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 Performance Period (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2025)). The 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 Performance Certification Date (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2025)), in complete settlement of the Performance-Adjusted RSUs vesting on such Vesting Date, a number of Common Shares equal to the Performance-Adjusted RSUs 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, in connection with the occurrence of a Change in Control, with respect to any unvested Performance RSUs granted pursuant to this Agreement that have not previously been forfeited:

(i)If (A) 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 in connection with the occurrence of a Change in Control, and (B) 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 (x) the Target number of Performance RSUs granted hereby (or, as applicable, the substitute award) or (y) the number of Performance RSUs payable based on estimated Company performance during the Performance Period 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 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

Page 4 of 14

© 2022 Celanese Corporation

number of Performance RSUs equal to the higher of (A) the Target number of Performance RSUs granted hereby or (B) the number of Performance RSUs payable based on estimated Company performance during the Performance Period 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 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 Code, 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 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 Company 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.

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

Page 5 of 14

© 2022 Celanese Corporation

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 Company 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 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.

Page 6 of 14

© 2022 Celanese Corporation

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 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.

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.

Page 7 of 14

© 2022 Celanese Corporation

(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 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

Page 8 of 14

© 2022 Celanese Corporation

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 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 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.

Page 9 of 14

© 2022 Celanese Corporation

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 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.

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

Page 10 of 14

© 2022 Celanese Corporation

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.

(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

Page 11 of 14

© 2022 Celanese Corporation

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, 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)"Operative Documents" means the 2018 Plan and this Agreement.

(g)"Peer Group" means, subject to the provisions below, entities included in the Dow Jones US Chemical Index as of December 31, 2021. 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 Dow Jones US Chemical Index 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.

Page 12 of 14

© 2022 Celanese Corporation

(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 possible ranking for TSR.

(6)    No Trading: If a company is in the Dow Jones US Chemical Index but is not trading as of December 31, 2021, 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 (other than as a result of an acquisition as described in clause (3) above), such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.

(h)"Performance Period" means the three-year period from January 1, 2022 through December 31, 2024.

(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 55 years of age and has 10 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)"Settlement Date" means the date that Common Shares are delivered to the Participant following the Vesting Date.

(n)"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, 2021 and the closing share price for each of the 59 trading days preceding December 31, 2021. The ending share price will be calculated as an average of 60 data points: the closing share price on December 31, 2024 and the closing share price for each of the 59 trading days preceding December 31, 2024.

[signatures appear on following page]

Page 13 of 14

© 2022 Celanese Corporation

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

CELANESE CORPORATION

By: Lori J. Ryerkerk    

Chairman, Chief Executive Officer and President

Page 14 of 14

© 2022 Celanese Corporation

APPENDIX A

CALCULATION OF THE PERFORMANCE-BASED VESTING

Performance-Based Vesting Calculation

The Performance RSUs are subject to adjustment based on the achievement of specified levels of:

(i) the Company's Adjusted EPS during the Performance Period, weighted 70%;and

(ii) the Company's ROCE during the Performance Period, weighted 30%.

In addition, the Performance RSUs will be subject to further adjustment based on the Company's Relative TSR during the Performance Period.

Each metric will be calculated separately 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, with such result then subject to adjustment based on the Company's Relative TSR during the Performance Period. 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 remaining after such adjustments will be rounded up to the nearest whole share. No fractional shares will be issued.

Page A-1

© 2022 Celanese Corporation

A.Calculation of Performance Adjustment based on the Adjusted EPS Results

The following table outlines the percentage of the Performance RSUs that may become earned based on Adjusted EPS performance during the Performance Period.

Adjusted EPS (70% weighting)	Result	Goal Achievement for Performance Period1	Performance Adjustment Percentage
	Below Threshold	Less than $[●]	0%
	Threshold	$[●]	50%
	Target	$[●]	100%
	Superior	$[●]or more	200%

The Performance Adjustment Percentage for Adjusted EPS for the 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 Performance Period if Goal Achievement is Below Threshold.

1To 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 Performance Period are retrospectively recast in connection with a change in accounting principle or method adopted during the Performance Period,

(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 Performance Period,

(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, as determined appropriate in its sole discretion, 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).

Page A-2

© 2022 Celanese Corporation

B. Calculation of Performance Adjustment based on the ROCE Results

The following table outlines the percentage of the Performance RSUs that may become earned based on ROCE performance during the Performance Period.

ROCE (30% weighting)	Result	Goal Achievement for Performance Period1	Performance Adjustment Percentage
	Below Threshold	Less than [●]%	0%
	Threshold	[●]%	50%
	Target	[●]% - [●]%	100%
	Superior	[●]% or more	200%

The Performance Adjustment Percentage for ROCE for the Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and the low end of the Target range, or for results achieved between the high end of the Target range and Superior.No Performance RSUs will be earned for the ROCE component for the Performance Period if Goal Achievement is Below Threshold.

C. Calculation of Relative TSR Modifier

The sum of the Performance RSUs earned for the Adjusted EPS component and the Performance RSUs earned for the ROCE component will be subject to further adjustment by multiplying such aggregate Performance RSUs earned by the "Modifier Percentage" determined based on the Company's Relative TSR percentile ranking during the Performance Period in accordance with the following table.

Relative TSR Modifier	Relative TSR Percentile Achieved	Modifier Percentage
	< 25%	80%
	25% to 75%	100%
	> 75%	120%

D. Adjustments In Case of Certain Dispositions and Acquisitions

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 Performance Period, (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 Performance Period (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.

Page A-3

© 2022 Celanese Corporation

In the event of an acquisition by the Company of one or more subsidiaries in a stock, asset, merger or other similar transaction or combination thereof (regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement), the Committee may, in addition to or in lieu of any permitted or required 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 Performance Period or (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 Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine).

Page A-4

© 2022 Celanese Corporation

EX-10.5

Exhibit 10.5

[Form of 2022 CEO 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).

2022 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 a performance period from January 1, 2022 through December 31, 2024, which Agreement is attached hereto and made a part hereof.

Page 1 of 15

© 2022 Celanese Corporation

CELANESE CORPORATION

2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

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, the Performance RSUs are subject to adjustment for performance during the Performance Period in accordance with the performance measures, targets and methodology set forth in Appendix A. The number of Performance RSUs determined after the Performance Period based on such performance is referred to as the "Performance-Adjusted RSUs."

(b)    Subject to Section 3 and Section 6 of this Agreement, the Performance-Adjusted RSUs shall vest on February 15, 2025 (the "Vesting Date"). The period between the Grant Date and the Vesting Date shall be referred to as the "Vesting Period."

3.Effects of Certain Events:

(a)If the Participant's service with the Company is terminated by the Company without Cause or due to the Participant's Retirement prior to the Vesting Date (other than as provided in Section 3(b)), then:

(i) in all such cases the Performance RSUs shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of service occurs during the Performance Period; and

(ii) a prorated number of the Performance-Adjusted RSUs will vest on the Vesting Date in an amount equal to (x) the unvested Performance-Adjusted RSUs in the 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 Vesting Period, such product to be rounded up to the nearest whole number.

Page 2 of 15

© 2022 Celanese Corporation

Such prorated Performance-Adjusted RSUs will be settled following the Vesting Date 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 service. 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 a general release of claims, covenants relating to the provision of transition assistance and cooperation (including reasonable transition support to any successor CEO and cooperation in litigation related to the time period of Participant's service) and two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.

(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:

(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 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 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 Company 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 Company, 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 service with the Company is terminated due to the Participant's death or Disability prior to the Vesting Date, then a prorated number of Performance RSUs will vest in an amount equal to:

(i) the Target number of Performance RSUs granted hereby 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, and the denominator of which is the number of complete and partial calendar months in the Vesting Period, 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

Page 3 of 15

© 2022 Celanese Corporation

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 service for death or Disability.

(d)Upon the termination of a Participant's service with the Company for any other reason prior to the Vesting Date, the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service.

A Participant's service 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 the Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b) or 3(c) are inapplicable.

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 Performance Period (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2025)). The 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 Performance Certification Date (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2025)), in complete settlement of the Performance-Adjusted RSUs vesting on such Vesting Date, a number of Common Shares equal to the Performance-Adjusted RSUs 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, in connection with the occurrence of a Change in Control, with respect to any unvested Performance RSUs granted pursuant to this Agreement that have not previously been forfeited:

(i)If (A) 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 in connection with the occurrence of a Change in Control, and (B) the Participant's service 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 (x) the Target number of Performance RSUs granted hereby (or, as applicable, the substitute award) or (y) the number of Performance RSUs payable based on estimated Company performance during the Performance Period 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 30 days following the date of termination, subject to the provisions of Section 7.

Page 4 of 15

© 2022 Celanese Corporation

(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 or (B) the number of Performance RSUs payable based on estimated Company performance during the Performance Period 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 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 Code, 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 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 Company 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.

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.

Page 5 of 15

© 2022 Celanese Corporation

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 Company 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 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 service, 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

Page 6 of 15

© 2022 Celanese Corporation

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 or service provider of the Company or your employment or service 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 or service with the Company, or as giving you any right to continue in the employ or engagement of the Company, during any period (including without limitation the period between the Date of the Agreement and the Vesting Date, or any portion of such period), nor shall they be construed as giving you any right to be reemployed or reengaged by the Company following any termination of employment or service. 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- or service- 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.

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:

Page 7 of 15

© 2022 Celanese Corporation

(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 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

Page 8 of 15

© 2022 Celanese Corporation

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 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 90 days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.

Page 9 of 15

© 2022 Celanese Corporation

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 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.

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

Page 10 of 15

© 2022 Celanese Corporation

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.

(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

Page 11 of 15

© 2022 Celanese Corporation

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, 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)"Operative Documents" means the 2018 Plan and this Agreement.

(g)"Peer Group" means, subject to the provisions below, entities included in the Dow Jones US Chemical Index as of December 31, 2021. 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 Dow Jones US Chemical Index 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.

Page 12 of 15

© 2022 Celanese Corporation

(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 possible ranking for TSR.

(6)    No Trading: If a company is in the Dow Jones US Chemical Index but is not trading as of December 31, 2021, 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 (other than as a result of an acquisition as described in clause (3) above), such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.

(h)"Performance Period" means the three-year period from January 1, 2022 through December 31, 2024.

(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 earlier of (i) the date when the Participant is both 55 years of age and has 10 years of service with the Company, as determined by the Company in its discretion based on payroll records or (ii) the date when the Participant is age 62 or greater; provided, however, that in the case of clause (ii), unless waived by the Board, (1) the Participant shall have provided at least 12 months' advance notice to the Board of such planned retirement from the Chief Executive Officer position, and (2) the Board shall have designated a successor Chief Executive Officer. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's service 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)"Settlement Date" means the date that Common Shares are delivered to the Participant following the Vesting Date.

(n)"service" shall mean continued service as the Executive Chairman of the Board of Directors (but not service as another non-employee director that is not Executive Chairman), employee, contractor or consultant.

Page 13 of 15

© 2022 Celanese Corporation

(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, 2021 and the closing share price for each of the 59 trading days preceding December 31, 2021. The ending share price will be calculated as an average of 60 data points: the closing share price on December 31, 2024 and the closing share price for each of the 59 trading days preceding December 31, 2024.

[signatures appear on following page]

Page 14 of 15

© 2022 Celanese Corporation

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

CELANESE CORPORATION

By: Vanessa Dupuis    

Senior Vice President and Chief Human Resources Officer

Page 15 of 15

© 2022 Celanese Corporation

APPENDIX A

CALCULATION OF THE PERFORMANCE-BASED VESTING

Performance-Based Vesting Calculation

The Performance RSUs are subject to adjustment based on the achievement of specified levels of:

(i) the Company's Adjusted EPS during the Performance Period, weighted 70%;and

(ii) the Company's ROCE during the Performance Period, weighted 30%.

In addition, the Performance RSUs will be subject to further adjustment based on the Company's Relative TSR during the Performance Period.

Each metric will be calculated separately 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, with such result then subject to adjustment based on the Company's Relative TSR during the Performance Period. 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 remaining after such adjustments will be rounded up to the nearest whole share. No fractional shares will be issued.

Page A-1

© 2022 Celanese Corporation

A.Calculation of Performance Adjustment based on the Adjusted EPS Results

The following table outlines the percentage of the Performance RSUs that may become earned based on Adjusted EPS performance during the Performance Period.

Adjusted EPS (70% weighting)	Result	Goal Achievement for Performance Period1	Performance Adjustment Percentage
	Below Threshold	Less than $[●]	0%
	Threshold	$[●]	50%
	Target	$[●]	100%
	Superior	$[●]or more	200%

The Performance Adjustment Percentage for Adjusted EPS for the 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 Performance Period if Goal Achievement is Below Threshold.

1To 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 Performance Period are retrospectively recast in connection with a change in accounting principle or method adopted during the Performance Period,

(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 Performance Period,

(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, as determined appropriate in its sole discretion, 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).

Page A-2

© 2022 Celanese Corporation

B. Calculation of Performance Adjustment based on the ROCE Results

The following table outlines the percentage of the Performance RSUs that may become earned based on ROCE performance during the Performance Period.

ROCE (30% weighting)	Result	Goal Achievement for Performance Period1	Performance Adjustment Percentage
	Below Threshold	Less than [●]%	0%
	Threshold	[●]%	50%
	Target	[●]% - [●]%	100%
	Superior	[●]% or more	200%

The Performance Adjustment Percentage for ROCE for the Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and the low end of the Target range, or for results achieved between the high end of the Target range and Superior.No Performance RSUs will be earned for the ROCE component for the Performance Period if Goal Achievement is Below Threshold.

C. Calculation of Relative TSR Modifier

The sum of the Performance RSUs earned for the Adjusted EPS component and the Performance RSUs earned for the ROCE component will be subject to further adjustment by multiplying such aggregate Performance RSUs earned by the "Modifier Percentage" determined based on the Company's Relative TSR percentile ranking during the Performance Period in accordance with the following table.

Relative TSR Modifier	Relative TSR Percentile Achieved	Modifier Percentage
	< 25%	80%
	25% to 75%	100%
	> 75%	120%

D. Adjustments In Case of Certain Dispositions and Acquisitions

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 Performance Period, (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 Performance Period (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.

Page A-3

© 2022 Celanese Corporation

In the event of an acquisition by the Company of one or more subsidiaries in a stock, asset, merger or other similar transaction or combination thereof (regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement), the Committee may, in addition to or in lieu of any permitted or required 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 Performance Period or (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 Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine).

Page A-4

© 2022 Celanese Corporation

EX-10.6

Exhibit 10.6

[Form of 2022 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)

2022 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.

© 2022 Celanese Corporation

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(b) or 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 (other than as provided in Section 3(b) or 3(c)), 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.

(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

Page 2

© 2022 Celanese Corporation

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 Company 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 Company, 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. In such case, the provisions of Section 3(a), 3(b) or 3(c) are inapplicable.

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.

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

Page 3

© 2022 Celanese Corporation

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 in connection with 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 Company 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 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

Page 4

© 2022 Celanese Corporation

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 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

Page 5

© 2022 Celanese Corporation

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.

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:

Page 6

© 2022 Celanese Corporation

(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 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

Page 7

© 2022 Celanese Corporation

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 THE 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 award amount 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 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.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.

Page 8

© 2022 Celanese Corporation

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, 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,

Page 9

© 2022 Celanese Corporation

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, 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.

Page 10

© 2022 Celanese Corporation

(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)"Operative Documents" means the 2018 Plan and this Agreement.

(e)"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]

Page 11

© 2022 Celanese Corporation

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

CELANESE CORPORATION

By: Lori J. Ryerkerk    

Chairman, Chief Executive Officer and President

Page 12

© 2022 Celanese Corporation

EX-10.7

Exhibit 10.7

[Form of 2022 CEO 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)

2022 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.

© 2022 Celanese Corporation

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 service with the Company without Cause or due to the Participant's death or Disability (other than as provided in Section 3(b) or 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 service by the Company without Cause (other than as provided in Section 3(b) or 3(c)), 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 service 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 service 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 service without Cause or due to the Participant's death or Disability.

(b)Upon the termination of the Participant's service with the Company due to the Participant's Retirement but under circumstances not amounting to Cause, then the Participant

Page 2

© 2022 Celanese Corporation

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 a general release of claims, covenants relating to the provision of transition assistance and cooperation (including reasonable transition support to any successor CEO and cooperation in litigation related to the time period of Participant's service) and 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 service 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 service 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 service covered by this Section 3(c), if the Company 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 Company, 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 service 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 service.

A Participant's service 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. In such case, the provisions of Section 3(a), 3(b) or 3(c) are inapplicable.

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.

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

Page 3

© 2022 Celanese Corporation

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 in connection with the occurrence of a Change in Control, and (ii) the Participant's service 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 Company 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 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

Page 4

© 2022 Celanese Corporation

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 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

Page 5

© 2022 Celanese Corporation

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 or service 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.

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:

Page 6

© 2022 Celanese Corporation

(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 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

Page 7

© 2022 Celanese Corporation

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 THE 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 award amount 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 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.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.

Page 8

© 2022 Celanese Corporation

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, 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,

Page 9

© 2022 Celanese Corporation

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, 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.

Page 10

© 2022 Celanese Corporation

(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)"Operative Documents" means the 2018 Plan and this Agreement.

(e)"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 earlier of (i) 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, or (ii) the date when the Participant is age 62 or greater; provided, however, that in the case of clause (ii), unless waived by the Board, (1) the Participant shall have provided at least 12 months' advance notice to the Board of such planned retirement from the Chief Executive Officer position and (2) the Board shall have designated a successor Chief Executive Officer. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.

(f)    "service" shall mean continued service as the Executive Chairman of the Board of Directors (but not service as another non-employee director that is not Executive Chairman), employee, contractor or consultant.

[signature on following page]

Page 11

© 2022 Celanese Corporation

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

CELANESE CORPORATION

By: Vanessa Dupuis    

Senior Vice President and Chief Human Resources Officer

Page 12

© 2022 Celanese Corporation

EX-22.1

Exhibit 22.1

List of Guarantor Subsidiaries

(As of March 31, 2022)

Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 4.625% Senior Notes due 2022, 1.125% Senior Notes due 2023, 3.50% Senior Notes due 2024, 1.250% Senior Notes due 2025, 1.400% Senior Notes due 2026, 2.125% Senior Notes due 2027 and 0.625% Senior Notes due 2028 (collectively, 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

EX-31.1

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 29, 2022

EX-31.2

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 29, 2022

EX-32.1

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, 2022 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 29, 2022

EX-32.2

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, 2022 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 29, 2022

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Apr. 22, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-32410
Entity Registrant Name	CELANESE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0420726
Entity Address, Address Line One	222 W. Las Colinas Blvd., Suite 900N
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039-5421
City Area Code	972
Local Phone Number	443-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Small Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		108,308,917
Entity Central Index Key	0001306830
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CE
Security Exchange Name	NYSE
Senior Unsecured 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
Senior Unsecured 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
Senior Unsecured 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
0.625% Senior Unsecured Notes Due 2028
Entity Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2028
Trading Symbol	CE /28
Security Exchange Name	NYSE

XML

Unaudited Interim Consolidated Statement of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 2,538	$ 1,798
Cost of sales	(1,793)	(1,313)
Gross profit	745	485
Selling, general and administrative expenses	(174)	(137)
Amortization of intangible assets	(11)	(6)
Research and development expenses	(24)	(20)
Other (charges) gains, net	(1)	6
Foreign exchange gain (loss), net	(1)	3
Gain (loss) on disposition of businesses and assets, net	(3)	(5)
Operating profit (loss)	531	326
Equity in net earnings (loss) of affiliates	56	29
Non-operating pension and other postretirement employee benefit (expense) income	24	38
Interest expense	(35)	(25)
Interest income	1	1
Dividend income - equity investments	37	42
Other income (expense), net	2	(2)
Earnings (loss) from continuing operations before tax	616	409
Income tax (provision) benefit	(112)	(85)
Earnings (loss) from continuing operations	504	324
Earnings (loss) from operation of discontinued operations	0	(1)
Income tax (provision) benefit from discontinued operations	0	0
Earnings (loss) from discontinued operations	0	(1)
Net earnings (loss)	504	323
Net (earnings) loss attributable to noncontrolling interests	(2)	(1)
Net earnings (loss) attributable to Celanese Corporation	502	322
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	502	323
Earnings (loss) from discontinued operations	0	(1)
Net earnings (loss)	$ 502	$ 322
Earnings (loss) per common share - basic
Continuing operations	$ 4.64	$ 2.85
Discontinued operations	0	(0.01)
Net earnings (loss) - basic	4.64	2.84
Earnings (loss) per common share - diluted
Continuing operations	4.61	2.83
Discontinued operations	0	(0.01)
Net earnings (loss) - diluted	$ 4.61	$ 2.82
Weighted average shares - basic	108,185,912	113,511,369
Weighted average shares - diluted	108,917,577	114,028,145

XML

Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net earnings (loss)	$ 504	$ 323
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)	(21)	(4)
Gain (loss) on cash flow hedges	15	34
Pension and postretirement benefits	2	(4)
Total other comprehensive income (loss), net of tax	(4)	26
Total comprehensive income (loss), net of tax	500	349
Comprehensive (income) loss attributable to noncontrolling interests	(2)	(1)
Comprehensive income (loss) attributable to Celanese Corporation	$ 498	$ 348

XML

Unaudited Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2022		Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 605		$ 536
Trade receivables - third party and affiliates	1,390		1,161
Non-trade receivables, net	523		506
Inventories	1,549		1,524
Marketable securities	9		10
Other assets	124		70
Total current assets	4,200		3,807
Investments in affiliates	847		823
Property, plant and equipment (net of accumulated depreciation - 2022: $3,538; 2021: $3,484)	4,188		4,193
Operating Lease, Right-of-Use Asset	267		236
Deferred income taxes	244		248
Other assets	569		521
Goodwill	1,396	[1]	1,412
Intangible assets, net	715		735
Total assets	12,426		11,975
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	860		791
Trade payables - third party and affiliates	1,169		1,160
Other liabilities	419		473
Income taxes payable	106		81
Total current liabilities	2,554		2,505
Long-term debt, net of unamortized deferred financing costs	3,132		3,176
Deferred income taxes	563		555
Uncertain tax positions	296		280
Benefit obligations	543		558
Operating lease liabilities	223		200
Other liabilities	162		164
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2022 and 2021: 0 issued and outstanding)	0		0
Common stock, $0.0001 par value, 400,000,000 shares authorized (2022: 170,043,630 issued and 108,307,341 outstanding; 2021: 169,760,024 issued and 108,023,735 outstanding)	0		0
Treasury stock, at cost (2022: 61,736,289 shares; 2021: 61,736,289 shares)	(5,492)		(5,492)
Additional paid-in capital	326		333
Retained earnings	10,106		9,677
Accumulated other comprehensive income (loss), net	(333)		(329)
Total Celanese Corporation stockholders' equity	4,607		4,189
Noncontrolling interests	346		348
Total equity	4,953		4,537
Total liabilities and equity	$ 12,426		$ 11,975

[1] There were no accumulated impairment losses as of March 31, 2022.

XML

Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 3,538	$ 3,484
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Treasury stock, shares (in shares)	61,736,289	61,736,289
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	170,043,630	169,760,024
Common stock, shares outstanding (in shares)	108,307,341	108,023,735

XML

Unaudited Interim Consolidated Statement Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Celanese Corporation stockholders' equity		$ 0	$ (4,494)	$ 257	$ 8,091	$ (328)
Balance as of the beginning of the period, shares at Dec. 31, 2020		114,168,464	55,234,515
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation, net of tax				(4)
Purchases of treasury stock, shares	(1,831,970)	(1,831,970)	1,831,970
Purchases of treasury stock, including related fees	$ (250)	$ 0	$ (250)
Stock awards, shares		296,090
Stock awards		$ 0
Net earnings (loss) attributable to Celanese Corporation	322				322
Common stock dividends					(78)
Other comprehensive income (loss), net of tax	26					26
Balance as of the beginning of the period, noncontrolling interest at Dec. 31, 2020							$ 369
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss) attributable to noncontrolling interests	1						1
Distributions to noncontrolling interests							(5)
Balance as of the end of the period, noncontrolling interest at Mar. 31, 2021							365
Balance as of the end of the period, shares at Mar. 31, 2021		112,632,584	57,066,485
Balance as of the end of the period at Mar. 31, 2021	3,907
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Celanese Corporation stockholders' equity	3,542	$ 0	$ (4,744)	253	8,335	(302)
Celanese Corporation stockholders' equity	4,189	$ 0	$ (5,492)	333	9,677	(329)
Balance as of the beginning of the period, shares at Dec. 31, 2021		108,023,735	61,736,289
Balance as of the beginning of the period at Dec. 31, 2021	$ 4,537
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation, net of tax				(7)
Purchases of treasury stock, shares	0	0	0
Purchases of treasury stock, including related fees	$ 0	$ 0	$ 0
Stock awards, shares		283,606
Stock awards		$ 0
Net earnings (loss) attributable to Celanese Corporation	502				502
Common stock dividends					(73)
Other comprehensive income (loss), net of tax	(4)					(4)
Balance as of the beginning of the period, noncontrolling interest at Dec. 31, 2021	348						348
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss) attributable to noncontrolling interests	2						2
Distributions to noncontrolling interests							(4)
Balance as of the end of the period, noncontrolling interest at Mar. 31, 2022	346						$ 346
Balance as of the end of the period, shares at Mar. 31, 2022		108,307,341	61,736,289
Balance as of the end of the period at Mar. 31, 2022	4,953
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Celanese Corporation stockholders' equity	$ 4,607	$ 0	$ (5,492)	$ 326	$ 10,106	$ (333)

XML

Unaudited Interim Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Activities
Net earnings (loss)	$ 504	$ 323
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments	0	1
Depreciation, amortization and accretion	106	91
Pension and postretirement net periodic benefit cost	(21)	(34)
Pension and postretirement contributions	(12)	(12)
Deferred income taxes, net	4	11
(Gain) loss on disposition of businesses and assets, net	3	5
Stock-based compensation	15	12
Undistributed earnings in unconsolidated affiliates	(30)	6
Other, net	3	3
Operating cash provided by (used in) discontinued operations	(4)	(1)
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	(240)	(184)
Inventories	(32)	(62)
Other assets	0	(103)
Trade payables - third party and affiliates	49	156
Other liabilities	(29)	(96)
Net cash provided by (used in) operating activities	316	116
Investing Activities
Capital expenditures on property, plant and equipment	(137)	(92)
Proceeds from sale of marketable securities	0	200
Other, net	(12)	(10)
Net cash provided by (used in) investing activities	(149)	98
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	74	2
Repayments of long-term debt	(7)	(7)
Purchases of treasury stock, including related fees	(17)	(267)
Common stock dividends	(73)	(78)
Distributions to noncontrolling interests	(4)	(5)
Issuance cost of bridge facility	(44)	0
Other, net	(24)	(16)
Net cash provided by (used in) financing activities	(95)	(371)
Exchange rate effects on cash and cash equivalents	(3)	(7)
Net increase (decrease) in cash and cash equivalents	69	(164)
Cash and cash equivalents as of beginning of period	536	955
Cash and cash equivalents as of end of period	$ 605	$ 791

XML

Description of the Company and Basis of Presentation

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Company and Basis of Presentation

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 US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

Basis of Presentation

The unaudited interim consolidated financial statements for the three months ended March 31, 2022 and 2021 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, 2021, filed on February 10, 2022 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three months ended March 31, 2022 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.

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

and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.

XML

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2022
Recent Accounting Pronouncements [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	Recent Accounting PronouncementsThere are no recent Accounting Standard Updates issued by the Financial Accounting Standards Board which are expected to materially impact the Company's financial position, operating results or financial disclosures.

XML

Acquisitions, Dispositions and Plant Closures

3 Months Ended

Mar. 31, 2022

Acquisitions, Dispositions and Plant Closures [Abstract]

Acquisitions, Dispositions and Plant Closures [Text Block]

Acquisitions, Dispositions and Plant Closures

Acquisitions

In December 2021, the Company acquired the Santoprene™ thermoplastic vulcanizates ("TPV") elastomers business of Exxon Mobil Corporation ("Santoprene") for a purchase price of $1.15 billion in an all-cash transaction. The Company acquired the Santoprene™, Dytron™ and Geolast™ trademarks and product portfolios, customer and supplier contracts and agreements, both production facilities producing TPV, the TPV intellectual property portfolio with associated technical and R&D assets and employees of the TPV elastomer business. The acquisition of Santoprene substantially strengthens our existing elastomers portfolio, allowing the Company to bring a wider range of functionalized solutions into targeted growth areas including future mobility, medical and sustainability. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment. The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. We are in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including personal and real property, lease obligations, deferred taxes and intangible assets. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. During the measurement period, there were no adjustments that materially impacted the Company's goodwill initially recorded.

On February 17, 2022, the Company signed a definitive agreement to acquire a majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for a purchase price of $11.0 billion, subject to certain adjustments, in an all-cash transaction. The Company will acquire a global production network of 29 facilities, including compounding and polymerization, customer and supplier contracts and agreements, an intellectual property portfolio including approximately 850 patents with associated technical and R&D assets, and expects to acquire approximately 5,000 employees across the manufacturing, technical, and commercial organizations. The acquired operations will be included in the Engineered Materials segment. The Company expects the acquisition to close around the end of 2022, subject to regulatory approvals and customary closing conditions.

In connection with the planned M&M Acquisition, also on February 17, 2022, the Company entered into a bridge facility commitment letter with Bank of America, N.A. ("Bank of America") pursuant to which Bank of America has committed to provide, subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility"). Subsequently, commitments in respect of the Bridge Facility were syndicated to additional financial institutions as contemplated thereby.

On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (the "Term Loan Credit Agreement"), pursuant to which lenders have committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion (the "Term Loan Facility"), which reduced the commitments under the Bridge Facility by a corresponding amount. The Term Loan Facility, subject to the terms and conditions set forth in the Term Loan Credit Agreement, together with the Bridge Facility (or, if applicable, any replacement debt financing obtained in the form of additional term loans and/or the issuance of notes in a public offering or private placement), will be available to finance the M&M Acquisition, and to pay fees and expenses related thereto. The Term Loan Credit Agreement is guaranteed by Celanese and domestic subsidiaries representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").

Amounts outstanding under the 364-day tranche of the Term Loan Credit Agreement will accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on the Company's senior unsecured debt rating. Amounts outstanding under the 5-year tranche of the Term Loan Credit Agreement will accrue interest at a rate

equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on the Company's senior unsecured debt rating.

The Term Loan Credit Agreement contains certain covenants described in Note 7.

As described above, the entry into the Term Loan Credit Agreement reduced availability under the Bridge Facility by $1.5 billion, resulting in $9.5 billion in bridge facility commitments remaining as of March 31, 2022. The Company currently intends to issue new senior unsecured notes in lieu of borrowing under the remaining Bridge Facility commitments.

During the three months ended March 31, 2022, the Company paid $44 million in fees related to the Bridge Facility commitment, $14 million of which were amortized to interest expense in the three months ended March 31, 2022, and $30 million of which were recorded as a deferred asset as of March 31, 2022 and will be amortized to interest expense.

XML

Inventories

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Finished goods	1,007	1,014
Work-in-process	85	75
Raw materials and supplies	457	435
Total	1,549	1,524

XML

Goodwill and Intangible Assets, net

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

Goodwill and Intangible Assets, Net

Goodwill

	Engineered Materials	Acetate Tow	Acetyl Chain	Total
	(In $ millions)
As of December 31, 2021	1,030	149	233	1,412
Acquisitions (Note 3)	2	—	—	2	(1)
Exchange rate changes	(13)	—	(5)	(18)
As of March 31, 2022(2)	1,019	149	228	1,396

______________________________

(1)Represents goodwill related to the acquisition of Santoprene.

(2)There were no accumulated impairment losses as of March 31, 2022.

Intangible Assets, Net

Finite-lived intangible assets are as follows:

	Licenses	Customer- Related Intangible Assets	Developed Technology	Covenants Not to Compete and Other	Total
	(In $ millions)
Gross Asset Value
As of December 31, 2021	45	996	45	55	1,141
Exchange rate changes	—	(13)	—	—	(13)
As of March 31, 2022	45	983	45	55	1,128
Accumulated Amortization
As of December 31, 2021	(41)	(543)	(42)	(39)	(665)
Amortization	—	(10)	—	(1)	(11)
Exchange rate changes	—	7	—	—	7
As of March 31, 2022	(41)	(546)	(42)	(40)	(669)
Net book value	4	437	3	15	459

Indefinite-lived intangible assets are as follows:

	Trademarks and Trade Names
	(In $ millions)
As of December 31, 2021	259
Exchange rate changes	(3)
As of March 31, 2022	256

During the three months ended March 31, 2022, the Company did not renew or extend any intangible assets.

Estimated amortization expense for the succeeding five fiscal years is as follows:

	(In $ millions)
2023	40
2024	40
2025	40
2026	39
2027	39

XML

Current Other Liabilities

3 Months Ended

Mar. 31, 2022

Other Liabilities, Current [Abstract]

Current Other Liabilities

Current Other Liabilities

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Benefit obligations (Note 8)	26	26
Customer rebates	53	96
Derivatives (Note 12)	10	5
Interest	18	30
Legal (Note 14)	32	33
Operating leases	44	37
Restructuring	2	7
Salaries and benefits	98	135
Sales and use tax/foreign withholding tax payable	45	27
Other	91	77
Total	419	473

XML

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	525	527
Short-term borrowings, including amounts due to affiliates(1)	35	64
Revolving credit facility(2)	300	200
Total	860	791

______________________________

(1)The weighted average interest rate was 0.2% and 0.2% as of March 31, 2022 and December 31, 2021, respectively.

(2)The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Long-Term Debt
Senior unsecured notes due 2022, interest rate of 4.625%	500	500
Senior unsecured notes due 2023, interest rate of 1.125%	499	509
Senior unsecured notes due 2024, interest rate of 3.500%	499	499
Senior unsecured notes due 2025, interest rate of 1.250%	332	339
Senior unsecured notes due 2026, interest rate of 1.400%	400	400
Senior unsecured notes due 2027, interest rate of 2.125%	553	564
Senior unsecured notes due 2028, interest rate of 0.625%	555	566
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)	5	6
Obligations under finance leases due at various dates through 2054	166	173
Subtotal	3,675	3,722
Unamortized debt issuance costs(2)	(18)	(19)
Current installments of long-term debt	(525)	(527)
Total	3,132	3,176

______________________________

(1)The weighted average interest rate was 1.3% and 1.3% as of March 31, 2022 and December 31, 2021, respectively.

(2)Related to the Company's long-term debt, excluding obligations under finance leases.

Senior Credit Facilities

On March 18, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (the "New Revolving Credit Agreement" and, together with the Term Loan Credit Agreement the "Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2027. The proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate the Company's existing revolving credit facility. The Credit Agreements are guaranteed by Celanese, Celanese U.S. and the Subsidiary Guarantors. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.

The Credit Agreements contain certain covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), events of default and change of control provisions.

The Company's debt balances and amounts available for borrowing under its new senior unsecured revolving credit facility are as follows:

	As of March 31, 2022
	(In $ millions)
Revolving Credit Facility
Borrowings outstanding(1)	300
Available for borrowing(2)	1,450

______________________________

(1)The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.

(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates 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 Purchasing Facility

In June 2021, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 18, 2024. 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 the event of bankruptcy. These sales are transacted at 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheet. The Company de-recognized $262 million and $1.1 billion of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $262 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $103 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2022.

Factoring and Discounting Agreements

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 $69 million and $230 million of accounts receivable under these factoring agreements for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively, and collected $100 million and $185 million of accounts receivable sold under these factoring agreements during the same periods.

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 $13 million and $70 million of accounts receivable under this agreement for the three months ended March 31, 2022 and twelve months ended December 31, 2021, respectively.

Covenants

The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios (subject to adjustment following the M&M Acquisition and certain other qualifying acquisitions, as set forth in the Credit Agreements), 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 March 31, 2022.

XML

Benefit Obligations

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Benefit Obligations

Benefit Obligations

The components of net periodic benefit cost are as follows:

	Three Months Ended March 31,
	2022		2021
	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
	(In $ millions)
Service cost	3	—	4	—
Interest cost	17	—	13	—
Expected return on plan assets	(41)	—	(51)	—
Total	(21)	—	(34)	—

Benefit obligation funding is as follows:

	As of March 31, 2022	Total Expected 2022
	(In $ millions)
Cash contributions to defined benefit pension plans	6	24
Benefit payments to nonqualified pension plans	5	19
Benefit payments to other postretirement benefit plans	1	4

The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.

XML

Environmental

3 Months Ended

Mar. 31, 2022

Environmental Remediation Obligations [Abstract]

Environmental

EnvironmentalThe 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.

The components of environmental remediation liabilities are as follows:

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Demerger obligations (Note 14)	22	24
Divestiture obligations (Note 14)	14	14
Active sites	8	8
U.S. Superfund sites	11	12
Other environmental remediation liabilities	2	2
Total	57	60

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 14). 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 LPRSA and the Newark Bay Area.

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. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million. 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 estimates that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site is less than 1%. In February 2022, the EPA and a subgroup of defendants in the litigation, including Celanese, reached a settlement in principle with respect to the liability of those defendants for the LPRSA, which will not be material to the Company's results of operations, cash flows or financial position.

XML

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

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 declared a quarterly cash dividend of $0.68 per share on its Common Stock on April 19, 2022, amounting to $74 million. The cash dividend will be paid on May 12, 2022 to holders of record as of April 28, 2022.

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 March 31,				Total From February 2008 Through March 31, 2022
	2022		2021
Shares repurchased	—		1,831,970		69,324,429
Average purchase price per share	$	—	$	136.47	$	83.71
Shares repurchased (in $ millions)	$	—	$	250	$	5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$	—	$	—	$	6,866

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.

Other Comprehensive Income (Loss), Net

	Three Months Ended March 31,
	2022			2021
	Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
	(In $ millions)
Foreign currency translation gain (loss)	(15)	(6)	(21)	3	(7)	(4)
Gain (loss) on cash flow hedges	19	(4)	15	44	(10)	34
Pension and postretirement benefits gain (loss)	2	—	2	(4)	—	(4)
Total	6	(10)	(4)	43	(17)	26

Adjustments to Accumulated other comprehensive income (loss), net, are as follows:

	Foreign Currency Translation Gain (Loss)	Gain (Loss) on Cash Flow Hedges (Note 12)	Pension and Postretirement Benefits Gain (Loss) (Note 8)	Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2021	(271)	(43)	(15)	(329)
Other comprehensive income (loss) before reclassifications	(15)	17	2	4
Amounts reclassified from accumulated other comprehensive income (loss)	—	2	—	2
Income tax (provision) benefit	(6)	(4)	—	(10)
As of March 31, 2022	(292)	(28)	(13)	(333)

XML

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

	Three Months Ended March 31,
	2022	2021
	(In percentages)
Effective income tax rate	18	21

The effective income tax rate for the three months ended March 31, 2022, was lower compared to the same period in 2021 primarily due to non-recurring impacts of $28 million of uncertain tax positions mainly arising from lending terms related to internal treasury operations in the three months ended March 31, 2021.

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 supplementing the TCJA provisions since 2018, which the Company does not expect to have a material impact on current or future income tax expense.

In December 2021, the U.S. Treasury and the IRS released final regulations addressing various aspects of the foreign tax credit regime. The regulation was published in the federal register on January 4, 2022, and became effective in the three months ended March 31, 2022. The final regulations included guidance with respect to the definition of foreign income taxes, the eligibility of foreign taxes for the foreign tax credit, and the allocation and apportionment of interest expense. The impact of the retroactive effect of the interest expense apportionment rules for the 2020 and 2021 tax years was not material to the Company's results of operations.

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 the guidance is finalized or becomes effective.

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 tax returns are under audit for the years 2013 through 2015 by the United States, the Netherlands and Germany (the "Authorities").

In September 2021, the Company received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of income between the related jurisdictions. The Authorities also propose to apply these adjustments to open tax years through 2019. The Company is engaged in discussions with the Authorities to evaluate the proposals and is currently evaluating all potential remedies.

As of March 31, 2022, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examination. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the Authorities are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its position, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded.

In addition, the Company's Mexico tax returns are under audit for the years 2018 and 2019. On January 14, 2022, the Mexico tax authorities issued preliminary findings for disallowance of operating expenses on several of the applicable tax returns. The Company has determined that the preliminary findings are unfounded and will take the necessary steps to provide the requested documentation to mitigate any potential liability through the next phase of the audit.

XML

Derivative Financial Instruments

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

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 March 31, 2022	As of December 31, 2021
	(In € millions)
Total	1,733	1,653

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 March 31, 2022	As of December 31, 2021
	(In $ millions)
Total	691	663

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 March 31,				Statement of Operations Classification
	2022	2021	2022	2021
	(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps	17	11	—	—	Cost of sales
Interest rate swaps	—	33	(2)	—	Interest expense
Total	17	44	(2)	—
Designated as Net Investment Hedges
Foreign currency denominated debt (Note 7)	28	50	—	—	N/A
Cross-currency swaps	2	(6)	—	—	N/A
Total	30	44	—	—
Not Designated as Hedges
Foreign currency forwards and swaps	—	—	(1)	3	Foreign exchange gain (loss), net; Other income (expense), net
Total	—	—	(1)	3

See Note 13 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.

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 March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Assets
Gross amount recognized	69	40
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	69	40
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	62	38

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Liabilities
Gross amount recognized	10	5
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	10	5
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	3	3

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:

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.

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of March 31, 2022
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	16	16	Current Other assets
Commodity swaps	—	32	32	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	7	7	Current Other assets
Cross-currency swaps	—	11	11	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	3	3	Current Other assets
Total assets	—	69	69
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(7)	(7)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(10)	(10)

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of December 31, 2021
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	8	8	Current Other assets
Commodity swaps	—	23	23	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	2	2	Current Other assets
Cross-currency swaps	—	5	5	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	2	2	Current Other assets
Total assets	—	40	40
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(2)	(2)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(5)	(5)

Carrying values and fair values of financial instruments that are not carried at fair value are as follows:

		Fair Value Measurement
	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
	(In $ millions)
As of March 31, 2022
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	25	25	—	25
Long-term debt, including current installments of long-term debt	3,675	3,401	166	3,567
As of December 31, 2021
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	28	28	—	28
Long-term debt, including current installments of long-term debt	3,722	3,639	173	3,812

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, 2022, and December 31, 2021, 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.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 9).

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, 2022 are $103 million. Though the Company is significantly under 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.

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 9).

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, 2022. 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, 2022, the Company had unconditional purchase obligations of $3.5 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.

XML

Segment Information

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Information

Segment Information

	Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Three Months Ended March 31, 2022
Net sales	910	125	1,538	—	(35)	(1)	2,538
Other (charges) gains, net	(1)	—	—	—	—		(1)
Operating profit (loss)	124	4	499	(96)	—		531
Equity in net earnings (loss) of affiliates	49	—	4	3	—		56
Depreciation and amortization	46	11	45	4	—		106
Capital expenditures	30	8	62	14	—		114	(2)
	As of March 31, 2022
Goodwill and intangible assets, net	1,684	154	273	—	—		2,111
Total assets	5,576	1,109	4,504	1,237	—		12,426
	Three Months Ended March 31, 2021
Net sales	645	119	1,056	—	(22)	(1)	1,798
Other (charges) gains, net	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	35	10	41	4	—		90
Capital expenditures	23	11	33	6	—		73	(2)
	As of December 31, 2021
Goodwill and intangible assets, net	1,714	154	279	—	—		2,147
Total assets	5,363	1,098	4,428	1,086	—		11,975

______________________________

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

(2)Includes a decrease in accrued capital expenditures of $23 million and $19 million for the three months ended March 31, 2022 and 2021, respectively.

XML

Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue Recognition and Deferred Revenue [Abstract]

Revenue

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, 2022, the Company had $797 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $224 million of its remaining performance obligations as Net sales in 2022, $209 million in 2023, $164 million in 2024 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.

The Company does not have any material contract assets as of March 31, 2022.

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.

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.

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, redispersible powders and ethylene vinyl acetate ("EVA") polymers businesses. 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:

	Three Months Ended March 31,
	2022	2021
	(In $ millions)
Engineered Materials
North America	289	164
Europe and Africa	377	296
Asia-Pacific	221	164
South America	23	21
Total	910	645
Acetate Tow
North America	25	28
Europe and Africa	59	68
Asia-Pacific	40	22
South America	1	1
Total	125	119
Acetyl Chain
North America	400	281
Europe and Africa	533	310
Asia-Pacific	521	423
South America	49	20
Total(1)	1,503	1,034

______________________________

(1)Excludes intersegment sales of $35 million and $22 million for the three months ended March 31, 2022 and 2021, respectively.

XML

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share

	Three Months Ended March 31,
	2022	2021
	(In $ millions, except share data)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	502	323
Earnings (loss) from discontinued operations	—	(1)
Net earnings (loss)	502	322
Weighted average shares - basic	108,185,912	113,511,369
Incremental shares attributable to equity awards(1)	731,665	516,776
Weighted average shares - diluted	108,917,577	114,028,145

______________________________

(1)Excludes 61,297 and 29 equity award shares for the three months ended March 31, 2022 and 2021, respectively, as their effect would have been antidilutive.

XML

Description of the Company and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Estimates and Assumptions

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

and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.

XML

Recent Accounting Pronouncements - (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Schedule of New Accounting Pronouncements and Changes in Accounting Principles	There are no recent Accounting Standard Updates issued by the Financial Accounting Standards Board which are expected to materially impact the Company's financial position, operating results or financial disclosures.

XML

Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Finished goods	1,007	1,014
Work-in-process	85	75
Raw materials and supplies	457	435
Total	1,549	1,524

XML

Goodwill and Intangible Assets, net (Tables)

3 Months Ended

Mar. 31, 2022

Indefinite-lived Intangible Assets [Line Items]

Schedule of Goodwill [Table Text Block]

	Engineered Materials	Acetate Tow	Acetyl Chain	Total
	(In $ millions)
As of December 31, 2021	1,030	149	233	1,412
Acquisitions (Note 3)	2	—	—	2	(1)
Exchange rate changes	(13)	—	(5)	(18)
As of March 31, 2022(2)	1,019	149	228	1,396

______________________________

(1)Represents goodwill related to the acquisition of Santoprene.

(2)There were no accumulated impairment losses as of March 31, 2022.

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Finite-lived intangible assets are as follows:

	Licenses	Customer- Related Intangible Assets	Developed Technology	Covenants Not to Compete and Other	Total
	(In $ millions)
Gross Asset Value
As of December 31, 2021	45	996	45	55	1,141
Exchange rate changes	—	(13)	—	—	(13)
As of March 31, 2022	45	983	45	55	1,128
Accumulated Amortization
As of December 31, 2021	(41)	(543)	(42)	(39)	(665)
Amortization	—	(10)	—	(1)	(11)
Exchange rate changes	—	7	—	—	7
As of March 31, 2022	(41)	(546)	(42)	(40)	(669)
Net book value	4	437	3	15	459

Schedule of Indefinite-Lived Intangible Assets [Table Text Block]

Indefinite-lived intangible assets are as follows:

	Trademarks and Trade Names
	(In $ millions)
As of December 31, 2021	259
Exchange rate changes	(3)
As of March 31, 2022	256

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated amortization expense for the succeeding five fiscal years is as follows:

	(In $ millions)
2023	40
2024	40
2025	40
2026	39
2027	39

XML

Current Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Other Liabilities, Current [Abstract]

Schedule of Current Other Liabilities

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Benefit obligations (Note 8)	26	26
Customer rebates	53	96
Derivatives (Note 12)	10	5
Interest	18	30
Legal (Note 14)	32	33
Operating leases	44	37
Restructuring	2	7
Salaries and benefits	98	135
Sales and use tax/foreign withholding tax payable	45	27
Other	91	77
Total	419	473

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Short-term Debt

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	525	527
Short-term borrowings, including amounts due to affiliates(1)	35	64
Revolving credit facility(2)	300	200
Total	860	791

______________________________

(1)The weighted average interest rate was 0.2% and 0.2% as of March 31, 2022 and December 31, 2021, respectively.

(2)The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

Schedule of Long-term Debt

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Long-Term Debt
Senior unsecured notes due 2022, interest rate of 4.625%	500	500
Senior unsecured notes due 2023, interest rate of 1.125%	499	509
Senior unsecured notes due 2024, interest rate of 3.500%	499	499
Senior unsecured notes due 2025, interest rate of 1.250%	332	339
Senior unsecured notes due 2026, interest rate of 1.400%	400	400
Senior unsecured notes due 2027, interest rate of 2.125%	553	564
Senior unsecured notes due 2028, interest rate of 0.625%	555	566
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)	5	6
Obligations under finance leases due at various dates through 2054	166	173
Subtotal	3,675	3,722
Unamortized debt issuance costs(2)	(18)	(19)
Current installments of long-term debt	(525)	(527)
Total	3,132	3,176

______________________________

(1)The weighted average interest rate was 1.3% and 1.3% as of March 31, 2022 and December 31, 2021, respectively.

(2)Related to the Company's long-term debt, excluding obligations under finance leases.

Schedule of Balances Available for Borrowing

The Company's debt balances and amounts available for borrowing under its new senior unsecured revolving credit facility are as follows:

	As of March 31, 2022
	(In $ millions)
Revolving Credit Facility
Borrowings outstanding(1)	300
Available for borrowing(2)	1,450

______________________________

(1)The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.

(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings.

XML

Benefit Obligations (Tables)

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Schedule of Net Periodic Benefit Costs Recognized

The components of net periodic benefit cost are as follows:

	Three Months Ended March 31,
	2022		2021
	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
	(In $ millions)
Service cost	3	—	4	—
Interest cost	17	—	13	—
Expected return on plan assets	(41)	—	(51)	—
Total	(21)	—	(34)	—

Schedule of Company Commitments to Fund Benefit Obligations

Benefit obligation funding is as follows:

	As of March 31, 2022	Total Expected 2022
	(In $ millions)
Cash contributions to defined benefit pension plans	6	24
Benefit payments to nonqualified pension plans	5	19
Benefit payments to other postretirement benefit plans	1	4

XML

Environmental (Tables)

3 Months Ended

Mar. 31, 2022

Environmental Remediation Obligations [Abstract]

Schedule of Environmental Remediation Reserves

The components of environmental remediation liabilities are as follows:

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Demerger obligations (Note 14)	22	24
Divestiture obligations (Note 14)	14	14
Active sites	8	8
U.S. Superfund sites	11	12
Other environmental remediation liabilities	2	2
Total	57	60

XML

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Treasury Stock

	Three Months Ended March 31,				Total From February 2008 Through March 31, 2022
	2022		2021
Shares repurchased	—		1,831,970		69,324,429
Average purchase price per share	$	—	$	136.47	$	83.71
Shares repurchased (in $ millions)	$	—	$	250	$	5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$	—	$	—	$	6,866

Schedule of Components of Other Comprehensive Income (Loss), Net

	Three Months Ended March 31,
	2022			2021
	Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
	(In $ millions)
Foreign currency translation gain (loss)	(15)	(6)	(21)	3	(7)	(4)
Gain (loss) on cash flow hedges	19	(4)	15	44	(10)	34
Pension and postretirement benefits gain (loss)	2	—	2	(4)	—	(4)
Total	6	(10)	(4)	43	(17)	26

Schedule of Adjustments to Accumulated Other Comprehensive Income (Loss), Net

Adjustments to Accumulated other comprehensive income (loss), net, are as follows:

	Foreign Currency Translation Gain (Loss)	Gain (Loss) on Cash Flow Hedges (Note 12)	Pension and Postretirement Benefits Gain (Loss) (Note 8)	Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2021	(271)	(43)	(15)	(329)
Other comprehensive income (loss) before reclassifications	(15)	17	2	4
Amounts reclassified from accumulated other comprehensive income (loss)	—	2	—	2
Income tax (provision) benefit	(6)	(4)	—	(10)
As of March 31, 2022	(292)	(28)	(13)	(333)

XML

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Effective Tax Rate

	Three Months Ended March 31,
	2022	2021
	(In percentages)
Effective income tax rate	18	21

XML

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Derivative [Line Items]

Schedule of Changes in Fair Value of Derivatives

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 March 31,				Statement of Operations Classification
	2022	2021	2022	2021
	(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps	17	11	—	—	Cost of sales
Interest rate swaps	—	33	(2)	—	Interest expense
Total	17	44	(2)	—
Designated as Net Investment Hedges
Foreign currency denominated debt (Note 7)	28	50	—	—	N/A
Cross-currency swaps	2	(6)	—	—	N/A
Total	30	44	—	—
Not Designated as Hedges
Foreign currency forwards and swaps	—	—	(1)	3	Foreign exchange gain (loss), net; Other income (expense), net
Total	—	—	(1)	3

Offsetting Assets

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 March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Assets
Gross amount recognized	69	40
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	69	40
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	62	38

Offsetting Liabilities

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Derivative Liabilities
Gross amount recognized	10	5
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	10	5
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	3	3

Net Investment Hedging [Member]

Derivative [Line Items]

Schedule of Notional Amounts of Derivative and Nonderivative Instruments

The total notional amount of foreign currency denominated debt and cross-currency swaps designated as net investment hedges are as follows:

	As of March 31, 2022	As of December 31, 2021
	(In € millions)
Total	1,733	1,653

Not Designated as Hedging Instrument [Member]

Derivative [Line Items]

Schedule of Notional Amounts of Derivative and Nonderivative Instruments

Gross notional values of the foreign currency forwards and swaps not designated as hedges are as follows:

	As of March 31, 2022	As of December 31, 2021
	(In $ millions)
Total	691	663

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of March 31, 2022
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	16	16	Current Other assets
Commodity swaps	—	32	32	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	7	7	Current Other assets
Cross-currency swaps	—	11	11	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	3	3	Current Other assets
Total assets	—	69	69
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(7)	(7)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(10)	(10)

	Fair Value Measurement
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Total	Balance Sheet Classification
	(In $ millions)
As of December 31, 2021
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	8	8	Current Other assets
Commodity swaps	—	23	23	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	2	2	Current Other assets
Cross-currency swaps	—	5	5	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	2	2	Current Other assets
Total assets	—	40	40
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(2)	(2)	Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(3)	(3)	Current Other liabilities
Total liabilities	—	(5)	(5)

Schedule of Carrying Values and Fair Values of Financial Instruments

Carrying values and fair values of financial instruments that are not carried at fair value are as follows:

		Fair Value Measurement
	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
	(In $ millions)
As of March 31, 2022
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	25	25	—	25
Long-term debt, including current installments of long-term debt	3,675	3,401	166	3,567
As of December 31, 2021
Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	28	28	—	28
Long-term debt, including current installments of long-term debt	3,722	3,639	173	3,812

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Business Segments

	Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Three Months Ended March 31, 2022
Net sales	910	125	1,538	—	(35)	(1)	2,538
Other (charges) gains, net	(1)	—	—	—	—		(1)
Operating profit (loss)	124	4	499	(96)	—		531
Equity in net earnings (loss) of affiliates	49	—	4	3	—		56
Depreciation and amortization	46	11	45	4	—		106
Capital expenditures	30	8	62	14	—		114	(2)
	As of March 31, 2022
Goodwill and intangible assets, net	1,684	154	273	—	—		2,111
Total assets	5,576	1,109	4,504	1,237	—		12,426
	Three Months Ended March 31, 2021
Net sales	645	119	1,056	—	(22)	(1)	1,798
Other (charges) gains, net	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	35	10	41	4	—		90
Capital expenditures	23	11	33	6	—		73	(2)
	As of December 31, 2021
Goodwill and intangible assets, net	1,714	154	279	—	—		2,147
Total assets	5,363	1,098	4,428	1,086	—		11,975

______________________________

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

(2)Includes a decrease in accrued capital expenditures of $23 million and $19 million for the three months ended March 31, 2022 and 2021, respectively.

XML

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of Revenue by Major Customers by Reporting Segments

Further disaggregation of Net sales by business segment and geographic destination is as follows:

	Three Months Ended March 31,
	2022	2021
	(In $ millions)
Engineered Materials
North America	289	164
Europe and Africa	377	296
Asia-Pacific	221	164
South America	23	21
Total	910	645
Acetate Tow
North America	25	28
Europe and Africa	59	68
Asia-Pacific	40	22
South America	1	1
Total	125	119
Acetyl Chain
North America	400	281
Europe and Africa	533	310
Asia-Pacific	521	423
South America	49	20
Total(1)	1,503	1,034

______________________________

(1)Excludes intersegment sales of $35 million and $22 million for the three months ended March 31, 2022 and 2021, respectively.

XML

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings (Loss) Per Share

	Three Months Ended March 31,
	2022	2021
	(In $ millions, except share data)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	502	323
Earnings (loss) from discontinued operations	—	(1)
Net earnings (loss)	502	322
Weighted average shares - basic	108,185,912	113,511,369
Incremental shares attributable to equity awards(1)	731,665	516,776
Weighted average shares - diluted	108,917,577	114,028,145

______________________________

(1)Excludes 61,297 and 29 equity award shares for the three months ended March 31, 2022 and 2021, respectively, as their effect would have been antidilutive.

XML

Description of the Company and Basis of Presentation (Narrative) (Details)	Mar. 31, 2022
Consolidated Ventures
Variable Interest Entity [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	100.00%

XML

Acquisitions, Dispositions and Plant Closures Plant Closures (Details) $ in Millions				1 Months Ended	3 Months Ended
		Mar. 18, 2022 USD ($)	Feb. 17, 2022 USD ($) employees patent facility	Dec. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Debt Issuance Costs, Net	[1]			$ 19	$ 18
364 Day Senior Unsecured Bridge Term Loan | Bridge Facility
Business Acquisition [Line Items]
Debt Instrument, Term			364 days
Interest Expense, Debt					14
Bridge Facility, Maximum Borrowing Capacity			$ 11,000
Bridge Facility, Current Borrowing Capacity					9,500
Bridge Facility, Increase (Decrease), Net		$ (1,500)
Bridge Facility, Commitment Fee Amount					44
364 Day Delayed-Draw Term Loan | Term Loan Facility
Business Acquisition [Line Items]
Debt Instrument, Term		364 days
Debt Instrument, Face Amount		$ 500
Santoprene
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross				$ 1,150
Mobility & Materials
Business Acquisition [Line Items]
Expected Payments to Acquire Businesses, Gross			$ 11,000
Number of facilities | facility			29
Number Of Patents | patent			850
Entity Number of Employees | employees			5,000
Term Loan Facility | 5 Year Delayed-Draw Term Loan
Business Acquisition [Line Items]
Debt Instrument, Term		5 years
Debt Instrument, Face Amount		$ 1,000
Term SOFR | Minimum | 364 Day Delayed-Draw Term Loan | Term Loan Facility
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		1.00%
Term SOFR | Minimum | Term Loan Facility | 5 Year Delayed-Draw Term Loan
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		1.125%
Term SOFR | Maximum | 364 Day Delayed-Draw Term Loan | Term Loan Facility
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		2.00%
Term SOFR | Maximum | Term Loan Facility | 5 Year Delayed-Draw Term Loan
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		2.125%
Base Rate | Minimum | 364 Day Delayed-Draw Term Loan | Term Loan Facility
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		0.00%
Base Rate | Minimum | Term Loan Facility | 5 Year Delayed-Draw Term Loan
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		0.125%
Base Rate | Maximum | 364 Day Delayed-Draw Term Loan | Term Loan Facility
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		1.00%
Base Rate | Maximum | Term Loan Facility | 5 Year Delayed-Draw Term Loan
Business Acquisition [Line Items]
Debt instrument, basis spread on variable rate		1.125%
Other Current Assets [Member] | 364 Day Senior Unsecured Bridge Term Loan | Bridge Facility
Business Acquisition [Line Items]
Debt Issuance Costs, Net					$ 30

[1] Related to the Company's long-term debt, excluding obligations under finance leases.

XML

Inventories (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 1,007	$ 1,014
Work-in-process	85	75
Raw materials and supplies	457	435
Total	$ 1,549	$ 1,524

XML

Goodwill and Intangible Assets, net (Schedule of Goodwill) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Line Items]
As of December 31, 2021	$ 1,412
Acquisitions (Note 3)	2	[1]
Exchange rate changes	(18)
As of March 31, 2019	1,396	[2]
Goodwill, Impaired, Accumulated Impairment Loss	0
Engineered Materials
Goodwill [Line Items]
As of December 31, 2021	1,030
Acquisitions (Note 3)	2
Exchange rate changes	(13)
As of March 31, 2019	1,019	[2]
Acetate Tow
Goodwill [Line Items]
As of December 31, 2021	149
Acquisitions (Note 3)	0
Exchange rate changes	0
As of March 31, 2019	149	[2]
Acetyl Chain
Goodwill [Line Items]
As of December 31, 2021	233
Acquisitions (Note 3)	0
Exchange rate changes	(5)
As of March 31, 2019	$ 228	[2]

[1] Represents goodwill related to the acquisition of Santoprene.

[2] There were no accumulated impairment losses as of March 31, 2022.

XML

Goodwill and Intangible Assets, net (Schedule of Finite-lived intangible assets) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
As of December 31, 2021	$ 1,141
Exchange rate changes	(13)
As of March 31, 2022	1,128
As of December 31, 2021	(665)
Amortization	(11)	$ (6)
Exchange rate changes	7
As of March 31, 2022	(669)
Net book value	459
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
As of December 31, 2021	45
Exchange rate changes	0
As of March 31, 2022	45
As of December 31, 2021	(41)
Amortization	0
Exchange rate changes	0
As of March 31, 2022	(41)
Net book value	4
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
As of December 31, 2021	996
Exchange rate changes	(13)
As of March 31, 2022	983
As of December 31, 2021	(543)
Amortization	(10)
Exchange rate changes	7
As of March 31, 2022	(546)
Net book value	437
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
As of December 31, 2021	45
Exchange rate changes	0
As of March 31, 2022	45
As of December 31, 2021	(42)
Amortization	0
Exchange rate changes	0
As of March 31, 2022	(42)
Net book value	3
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
As of December 31, 2021	55
Exchange rate changes	0
As of March 31, 2022	55
As of December 31, 2021	(39)
Amortization	(1)
Exchange rate changes	0
As of March 31, 2022	(40)
Net book value	$ 15

XML

Goodwill and Intangible Assets, net (Schedule of Indefinite-lived intangible assets) (Details) - Trademarks and Trade Names [Member] $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Indefinite-lived Intangible Assets [Line Items]
As of December 31, 2021	$ 259
Exchange rate changes	(3)
As of March 31, 2022	$ 256

XML

Goodwill and Intangible Assets, net (Schedule of Future amortization expense) (Details) $ in Millions	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 40
2024	40
2025	40
2026	39
2027	$ 39

XML

Current Other Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Other Liabilities, Current [Abstract]
Benefit obligations (Note 8)	$ 26	$ 26
Customer rebates	53	96
Derivatives (Note 12)	10	5
Interest	18	30
Legal (Note 14)	32	33
Operating leases	44	37
Restructuring	2	7
Salaries and benefits	98	135
Sales and use tax/foreign withholding tax payable	45	27
Other	91	77
Total	$ 419	$ 473

XML

Debt (Schedule of Short-term Debt) (Details) - USD ($) $ in Millions		Mar. 31, 2022	Dec. 31, 2021
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt		$ 525	$ 527
Short-term borrowings, including amounts due to affiliates(1)	[1]	35	64
Total		$ 860	$ 791
Loans Payable
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Weighted average interest rate, short-term borrowings		0.20%	0.20%
Revolving Credit Facility
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Weighted average interest rate, short-term borrowings		1.70%	1.40%
Revolving Credit Facility
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Revolving credit facility(2)	[2]	$ 300	$ 200
Revolving Credit Facility | Revolving Credit Facility
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Revolving credit facility(2)	[3]	$ 300

[1] The weighted average interest rate was 0.2% and 0.2% as of March 31, 2022 and December 31, 2021, respectively.

[2] The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

[3] The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.

XML

Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Millions		Mar. 31, 2022	Dec. 31, 2021
Long-Term Debt
Finance Lease, Liability		$ 166	$ 173
Subtotal		3,675	3,722
Unamortized debt issuance costs	[1]	(18)	(19)
Current installments of long-term debt		(525)	(527)
Total		3,132	3,176
Senior Unsecured Notes Due 2022
Long-Term Debt
Senior unsecured debt		$ 500	500
Interest rate		4.625%
Senior Unsecured Notes Due 2023
Long-Term Debt
Senior unsecured debt		$ 499	509
Interest rate		1.125%
Senior Unsecured Notes Due 2024
Long-Term Debt
Senior unsecured debt		$ 499	499
Interest rate		3.50%
Senior Unsecured Notes Due 2025
Long-Term Debt
Senior unsecured debt		$ 332	339
Interest rate		1.25%
Senior Unsecured Notes Due 2026
Long-Term Debt
Senior unsecured debt		$ 400	400
Interest rate		1.40%
Senior Unsecured Notes Due 2027
Long-Term Debt
Senior unsecured debt		$ 553	564
Interest rate		2.125%
Senior Unsecured Notes Due 2028
Long-Term Debt
Senior unsecured debt		$ 555	566
Interest rate		0.625%
Refunding loan for pollution control and industrial revenue bonds
Long-Term Debt
Other long-term debt		$ 166	166
Loans Payable
Long-Term Debt
Other long-term debt	[2]	$ 5	$ 6
Long-term Debt, Weighted Average Interest Rate, at Point in Time		1.30%	1.30%
Minimum | Refunding loan for pollution control and industrial revenue bonds
Long-Term Debt
Interest rate		4.05%
Maximum | Refunding loan for pollution control and industrial revenue bonds
Long-Term Debt
Interest rate		5.00%

[1] Related to the Company's long-term debt, excluding obligations under finance leases.

[2] The weighted average interest rate was 1.3% and 1.3% as of March 31, 2022 and December 31, 2021, respectively.

XML

Debt (Senior Credit Facilities Narrative) (Details) - Revolving Credit Facility - USD ($) $ in Millions			3 Months Ended
		Mar. 18, 2022	Mar. 31, 2022
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing base	[1]		$ 1,750
Repayments of lines of credit			65
Senior Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Repayments of lines of credit		$ 365	$ 365

[1] The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings.

XML

Debt (Schedule of Revolving Credit Facility) (Details) - Revolving Credit Facility - USD ($) $ in Millions			3 Months Ended
		Mar. 18, 2022	Mar. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Revolving credit facility(2)	[1]		$ 300	$ 200
Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving credit facility(2)	[2]		300
Available for borrowing	[3]		1,450
Proceeds from lines of credit		$ 365	365
Repayments of lines of credit			$ (65)
Revolving Credit Facility | Minimum | Variable Interbank Interest Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate			1.00%
Revolving Credit Facility | Maximum | Variable Interbank Interest Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate			2.00%
Senior Unsecured Revolving Credit Facility
Line of Credit Facility [Line Items]
Proceeds from lines of credit			$ 165
Repayments of lines of credit		$ (365)	$ (365)

[1] The weighted average interest rate was 1.7% and 1.4% as of March 31, 2022 and December 31, 2021, respectively.

[2] The Company borrowed $365 million under its new senior unsecured revolving credit facility to repay and terminate its previous unsecured revolving credit facility and repaid $65 million under its new senior unsecured revolving credit facility during the three months ended March 31, 2022. The Company borrowed $165 million and repaid $365 million under its previous unsecured revolving credit facility during the three months ended March 31, 2022.

[3] The margin for borrowings under the senior unsecured revolving credit facility was 1.00% to 2.00% above certain interbank rates at current Company credit ratings.

XML

Debt (Senior Notes Narrative) (Details)	3 Months Ended
	Mar. 31, 2022
Senior Notes [Abstract]
Debt Instrument, Redemption Price, Percentage	100.00%

XML

Debt (Accounts Receivable Securitization Facility Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
AmendedRestatedReceivableSecuritizationFacility [Member] | Secured Debt [Member]
Line of Credit Facility [Line Items]
Percentage of fair value of sales receivables	100.00%
Secured Debt [Member] | AmendedRestatedReceivableSecuritizationFacility [Member]
Line of Credit Facility [Line Items]
Transfer of financial assets accounted for as sales, amount derecognized	$ 262	$ 1,100
Proceeds collected on accounts receivable sold under factoring facilities	262	$ 1,100
Cash flows between transferor and transferee, proceeds from new transfers	$ 103

XML

Debt (Factoring and Discounting Agreements Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Europe and Singapore Factoring Agreement
Debt Instrument [Line Items]
Transfer of financial assets accounted for as sales, amount derecognized	$ 69	$ 230
Proceeds collected on accounts receivable sold under factoring facilities	100	185
Singapore Discounting Agreement
Debt Instrument [Line Items]
Transfer of financial assets accounted for as sales, amount derecognized	$ 13	$ 70

XML

Benefit Obligations (Schedule of Net Periodic Benefit Costs Recognized) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3	$ 4
Interest cost	17	13
Expected return on plan assets	(41)	(51)
Total	(21)	(34)
Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	0
Expected return on plan assets	0	0
Total	$ 0	$ 0

XML

Benefit Obligations (Schedule of Company Commitments to Fund Benefit Obligations) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Cash Contributions to Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Total contributions year-to-date	$ 6
Total expected contributions in current fiscal year	24
Other Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Total contributions year-to-date	5
Total expected contributions in current fiscal year	19
Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Total contributions year-to-date	1
Total expected contributions in current fiscal year	$ 4

XML

Environmental (Schedule of Environmental Remediation Reserves) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Environmental Remediation Obligations [Abstract]
Demerger obligations (Note 14)	$ 22	$ 24
Divestiture obligations (Note 14)	14	14
Active sites	8	8
U.S. Superfund sites	11	12
Other environmental remediation liabilities	2	2
Total	$ 57	$ 60

XML

Environmental (US Superfund Sites Narrative) (Details) - Passaic River, New Jersey [Member] $ in Millions			3 Months Ended
	Sep. 30, 2021 USD ($)	Mar. 31, 2016 USD ($)	Mar. 31, 2022
Site Contingency [Line Items]
Number of parties included in USEPA order			70
Cost of EPA's plan estimate	$ 441	$ 1,400
Environmental Liability Percentage			1.00%

XML

Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 19, 2022	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Subsequent Event
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.68
Dividends, Common Stock, Cash	$ 74

XML

Stockholders' Equity (Schedule of Treasury Stock) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		170 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
Class of Stock [Line Items]
Shares repurchased	0	1,831,970	69,324,429
Average purchase price per share	$ 0	$ 136.47	$ 83.71
Shares repurchased (in $ millions)	$ 0	$ 250	$ 5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$ 0	$ 0	$ 6,866

XML

Stockholders' Equity (Schedule of Components of Other Comprehensive Income (Loss), Net) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Foreign currency translation gain (loss), gross amount	$ (15)	$ 3
Foreign currency translation gain (loss), income tax (provision) benefit	(6)	(7)
Foreign currency translation gain (loss), net	(21)	(4)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	19	44
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	4	10
Gain (loss) on cash flow hedges	15	34
Pension and postretirement benefits gain (loss), gross amount	2	(4)
Pension and postretirement benefits gain (loss), income tax (provision) benefit	0	0
Pension and postretirement benefits gain (loss), net	2	(4)
Other Comprehensive Income (Loss), before Tax	6	43
Income tax (provision) benefit	(10)	(17)
Total other comprehensive income (loss), net of tax	(4)	26
Other Comprehensive Income (Loss), before Tax	6	43
Income tax (provision) benefit	(10)	(17)
Total other comprehensive income (loss), net of tax	$ (4)	$ 26

XML

Stockholders' Equity (Schedule of Adjustments to Accumulated Other Comprehensive Income (Loss), Net) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accumulated Other Comprehensive Income (Loss), net [Line Items]
As of December 31, 2021	$ (329)
Other comprehensive income (loss) before reclassifications	4
Amounts reclassified from accumulated other comprehensive income (loss)	2
Income tax (provision) benefit	(10)	$ (17)
As of March 31, 2022	(333)
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income (Loss), net [Line Items]
As of December 31, 2021	(271)
Other comprehensive income (loss) before reclassifications	(15)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Income tax (provision) benefit	(6)
As of March 31, 2022	(292)
Gain (Loss) from Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss), net [Line Items]
As of December 31, 2021	(43)
Other comprehensive income (loss) before reclassifications	17
Amounts reclassified from accumulated other comprehensive income (loss)	2
Income tax (provision) benefit	(4)
As of March 31, 2022	(28)
Pension and Postretirement Benefits [Member]
Accumulated Other Comprehensive Income (Loss), net [Line Items]
As of December 31, 2021	(15)
Other comprehensive income (loss) before reclassifications	2
Amounts reclassified from accumulated other comprehensive income (loss)	0
Income tax (provision) benefit	0
As of March 31, 2022	$ (13)

XML

Income Taxes (Schedule of Effective Tax Rate) (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	18.00%	21.00%

XML

Income Taxes (Narrative) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Tax Credit Carryforward [Line Items]
Unrecognized Tax Benefits, Period Increase (Decrease)	$ 28

XML

Derivative Financial Instruments Derivative Financial Instruments (Schedule of Net Investment Hedges) (Details) - EUR (€) € in Millions	Mar. 31, 2022	Dec. 31, 2021
Foreign Currency Denominated Debt [Member] | Net Investment Hedging [Member]
Derivative [Line Items]
Notional Amount of Nonderivative Instruments	€ 1,733	€ 1,653

XML

Derivative Financial Instruments Derivative Financial Instruments (Schedule of Foreign Currency Forwards) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 691	$ 663

XML

Derivative Financial Instruments (Schedule of Changes in Fair Value of Derivatives) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	$ 0	$ 0
Gain (Loss) Recognized in Earnings (Loss)	(1)	3
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	0	0
Gain (Loss) Recognized in Earnings (Loss)	(1)	3
Cash Flow Hedging [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	17	44
Gain (Loss) Recognized in Earnings (Loss)	(2)	0
Cash Flow Hedging [Member] | Commodity Contract [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	17	11
Gain (Loss) Recognized in Earnings (Loss)	0	0
Cash Flow Hedging [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	0	33
Gain (Loss) Recognized in Earnings (Loss)	(2)	0
Net Investment Hedging [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	30	44
Gain (Loss) Recognized in Earnings (Loss)	0	0
Net Investment Hedging [Member] | Currency Swap [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Earnings (Loss)	0	0
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), before Reclassification and Tax	2	(6)
Foreign Currency Denominated Debt [Member] | Net Investment Hedging [Member]
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	28	50
Gain (Loss) Recognized in Earnings (Loss)	$ 0	$ 0

XML

Derivative Financial Instruments (Schedule of Offsetting Assets) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Derivative Assets [Abstract]
Gross amount recognized	$ 69	$ 40
Gross amount offset in the consolidated balance sheets	0	0
Net amount presented in the consolidated balance sheets	69	40
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	$ 62	$ 38

XML

Derivative Financial Instruments (Schedule of Offsetting Liabilities) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Derivative Liabilities [Abstract]
Gross amount recognized	$ 10	$ 5
Gross amount offset in the consolidated balance sheets	0	0
Net amount presented in the consolidated balance sheets	10	5
Gross amount not offset in the consolidated balance sheets	7	2
Net amount	$ 3	$ 3

XML

Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 62	$ 38
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	69	40
Total liabilities	(10)	(5)
Fair Value, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Total liabilities	0	0
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	69	40
Total liabilities	(10)	(5)
Current Other Assets [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	3	2
Current Other Assets [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	0	0
Current Other Assets [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	3	2
Current Other liabilities [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	(3)	(3)
Current Other liabilities [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	0	0
Current Other liabilities [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	(3)	(3)
Commodity Contract [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	16	8
Commodity Contract [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	0	0
Commodity Contract [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	16	8
Commodity Contract [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	32	23
Commodity Contract [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	0	0
Commodity Contract [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	32	23
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	7	2
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	0	0
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	7	2
Currency Swap [Member] | Net Investment Hedging [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	11	5
Currency Swap [Member] | Net Investment Hedging [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	0	0
Currency Swap [Member] | Net Investment Hedging [Member] | Other Noncurrent Assets [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	11	5
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other liabilities [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	(7)	(2)
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other liabilities [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	0	0
Currency Swap [Member] | Net Investment Hedging [Member] | Current Other liabilities [Member] | Fair Value, Recurring [Member] | Designated as Hedging Instrument [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forwards and swaps	$ (7)	$ (2)

XML

Fair Value Measurements (Schedule of Carrying Values and Fair Values of Financial Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity investments without readily determinable fair values, carrying amount	$ 170	$ 170
Equity investments without readily determinable fair values, fair value	0	0
Insurance contracts in nonqualified trusts, carrying amount	25	28
Insurance contracts in nonqualified trusts, fair value	25	28
Long-term debt, including current installments of long-term debt, carrying amount	3,675	3,722
Long-term debt, including current installments of long-term debt, fair value	3,567	3,812
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity investments without readily determinable fair values, fair value	0	0
Insurance contracts in nonqualified trusts, fair value	25	28
Long-term debt, including current installments of long-term debt, fair value	3,401	3,639
Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity investments without readily determinable fair values, fair value	0	0
Insurance contracts in nonqualified trusts, fair value	0	0
Long-term debt, including current installments of long-term debt, fair value	$ 166	$ 173

XML

Commitments and Contingencies (Guarantees - Demerger and Divesture Obligations Narrative) (Details) - 269 months ended Mar. 31, 2022 € in Millions, $ in Millions	USD ($)	EUR (€)	USD ($)
Indemnification Agreements Hoechst
Loss Contingencies [Line Items]
Number of divestiture agreements		19	19
Indemnification amount | €		€ 250
Indemnification ceiling amount | €		€ 750
Indemnification percentage exceeding ceiling amount		33.33%	33.33%
Loss contingency accrual, carrying value, payments | $	$ 103
Indemnification percentage, other		33.33%	33.33%
Divestiture Agreements
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure | $			$ 116

XML

Commitments and Contingencies Commitments and Contingencies (Purchase Obligations Narrative) (Details) $ in Billions	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Unrecorded unconditional purchase obligations	$ 3.5

XML

Segment Information (Schedule of Business Segments) (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net sales		$ 2,538	$ 1,798
Other (charges) gains, net (Note 14)		(1)	6
Operating profit (loss)		531	326
Equity in net earnings (loss) of affiliates		56	29
Depreciation and amortization		106	90
Capital expenditures	[1]	114	73
Goodwill and intangible assets, net		2,111		$ 2,147
Total assets		12,426		11,975
Increase (decrease) in accrued capital expenditures		(23)	(19)
Engineered Materials
Segment Reporting Information [Line Items]
Net sales		910	645
Acetate Tow
Segment Reporting Information [Line Items]
Net sales		125	119
Acetyl Chain
Segment Reporting Information [Line Items]
Net sales	[2]	1,503	1,034
Operating Segments [Member] | Engineered Materials
Segment Reporting Information [Line Items]
Net sales		910	645
Other (charges) gains, net (Note 14)		(1)	7
Operating profit (loss)		124	130
Equity in net earnings (loss) of affiliates		49	25
Depreciation and amortization		46	35
Capital expenditures		30	23
Goodwill and intangible assets, net		1,684		1,714
Total assets		5,576		5,363
Operating Segments [Member] | Acetate Tow
Segment Reporting Information [Line Items]
Net sales		125	119
Other (charges) gains, net (Note 14)		0	0
Operating profit (loss)		4	16
Equity in net earnings (loss) of affiliates		0	0
Depreciation and amortization		11	10
Capital expenditures		8	11
Goodwill and intangible assets, net		154		154
Total assets		1,109		1,098
Operating Segments [Member] | Acetyl Chain
Segment Reporting Information [Line Items]
Net sales		1,538	1,056
Other (charges) gains, net (Note 14)		0	0
Operating profit (loss)		499	251
Equity in net earnings (loss) of affiliates		4	2
Depreciation and amortization		45	41
Capital expenditures		62	33
Goodwill and intangible assets, net		273		279
Total assets		4,504		4,428
Corporate, Non-Segment [Member] | Other Activities
Segment Reporting Information [Line Items]
Net sales		0	0
Other (charges) gains, net (Note 14)		0	(1)
Operating profit (loss)		(96)	(71)
Equity in net earnings (loss) of affiliates		3	2
Depreciation and amortization		4	4
Capital expenditures		14	6
Goodwill and intangible assets, net		0		0
Total assets		1,237		1,086
Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	[3]	(35)	(22)
Other (charges) gains, net (Note 14)		0	0
Operating profit (loss)		0	0
Equity in net earnings (loss) of affiliates		0	0
Depreciation and amortization		0	0
Capital expenditures		0	0
Goodwill and intangible assets, net		0		0
Total assets		0		$ 0
Eliminations [Member] | Acetyl Chain
Segment Reporting Information [Line Items]
Net sales		$ 35	$ 22

[1] Includes a decrease in accrued capital expenditures of $23 million and $19 million for the three months ended March 31, 2022 and 2021, respectively.

[2] Excludes intersegment sales of $35 million and $22 million for the three months ended March 31, 2022 and 2021, respectively.

[3] Includes intersegment sales primarily related to the Acetyl Chain.

XML

Revenue Recognition - Disaggregation of net sales (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Revenue, Major Customer [Line Items]
Net sales		$ 2,538	$ 1,798
Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales	[1]	1,503	1,034
Engineered Materials
Revenue, Major Customer [Line Items]
Net sales		910	645
Acetate Tow
Revenue, Major Customer [Line Items]
Net sales		125	119
Intersegment Eliminations [Member]
Revenue, Major Customer [Line Items]
Net sales	[2]	(35)	(22)
Intersegment Eliminations [Member] | Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales		35	22
North America [Member] | Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales		400	281
North America [Member] | Engineered Materials
Revenue, Major Customer [Line Items]
Net sales		289	164
North America [Member] | Acetate Tow
Revenue, Major Customer [Line Items]
Net sales		25	28
Europe and Africa [Member] | Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales		533	310
Europe and Africa [Member] | Engineered Materials
Revenue, Major Customer [Line Items]
Net sales		377	296
Europe and Africa [Member] | Acetate Tow
Revenue, Major Customer [Line Items]
Net sales		59	68
Asia Pacific [Member] | Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales		521	423
Asia Pacific [Member] | Engineered Materials
Revenue, Major Customer [Line Items]
Net sales		221	164
Asia Pacific [Member] | Acetate Tow
Revenue, Major Customer [Line Items]
Net sales		40	22
South America [Member] | Acetyl Chain
Revenue, Major Customer [Line Items]
Net sales		49	20
South America [Member] | Engineered Materials
Revenue, Major Customer [Line Items]
Net sales		23	21
South America [Member] | Acetate Tow
Revenue, Major Customer [Line Items]
Net sales		$ 1	$ 1

[1] Excludes intersegment sales of $35 million and $22 million for the three months ended March 31, 2022 and 2021, respectively.

[2] Includes intersegment sales primarily related to the Acetyl Chain.

XML

Revenue Recognition Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue Recognition and Deferred Revenue [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 797
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue Recognition and Deferred Revenue [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 224
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue Recognition and Deferred Revenue [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 209
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue Recognition and Deferred Revenue [Abstract]
Revenue, Remaining Performance Obligation, Amount	$ 164
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year

XML

Earnings (Loss) Per Share (Schedule of Earnings (Loss) Per Share) (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations		$ 502	$ 323
Earnings (loss) from discontinued operations		0	(1)
Net earnings (loss)		$ 502	$ 322
Weighted average shares - basic		108,185,912	113,511,369
Incremental shares attributable to equity awards(1)	[1]	731,665	516,776
Weighted average shares - diluted		108,917,577	114,028,145

[1] Excludes 61,297 and 29 equity award shares for the three months ended March 31, 2022 and 2021, respectively, as their effect would have been antidilutive.

XML

Earnings (Loss) Per Share (Narrative) (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	61,297	29