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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
			September 30, 2021
			Or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-32410

CELANESE CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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

222 W. Las Colinas Blvd., Suite 900N

Irving, TX 75039-5421

(Address of Principal Executive Offices and zip code)

(972) 443-4000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange
1.125% Senior Notes due 2023	CE /23	The New York Stock Exchange
1.250% Senior Notes due 2025	CE /25	The New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	The New York Stock Exchange
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 October 15, 2021 was 108,870,848.

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period Ended September 30, 2021

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	a) Unaudited Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	3
	b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020	4
	c) Unaudited Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	5
	d) Unaudited Interim Consolidated Statements of Equity for the three and nine months ended September 30, 2021 and 2020	6
	e) Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	8
	f) Notes to the Unaudited Interim Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4.	Controls and Procedures	49

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

Table of Contents

Item 1. Financial Statements

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
	(In $ millions, except share and per share data)
Net sales	2,266	1,411	6,262	4,064
Cost of sales	(1,551)	(1,084)	(4,301)	(3,147)
Gross profit	715	327	1,961	917
Selling, general and administrative expenses	(165)	(106)	(463)	(345)
Amortization of intangible assets	(6)	(6)	(17)	(17)
Research and development expenses	(21)	(19)	(63)	(54)
Other (charges) gains, net	—	(10)	3	(37)
Foreign exchange gain (loss), net	2	(2)	2	(2)
Gain (loss) on disposition of businesses and assets, net	11	—	6	(1)
Operating profit (loss)	536	184	1,429	461
Equity in net earnings (loss) of affiliates	44	25	110	113
Non-operating pension and other postretirement employee benefit (expense) income	37	28	113	83
Interest expense	(21)	(28)	(70)	(83)
Refinancing expense	(9)	—	(9)	—
Interest income	2	1	7	4
Dividend income - equity investments	35	29	114	98
Other income (expense), net	(2)	2	(3)	4
Earnings (loss) from continuing operations before tax	622	241	1,691	680
Income tax (provision) benefit	(102)	(30)	(303)	(130)
Earnings (loss) from continuing operations	520	211	1,388	550
Earnings (loss) from operation of discontinued operations	(17)	(2)	(24)	(13)

Income tax (provision) benefit from discontinued operations	4	—	6	1
Earnings (loss) from discontinued operations	(13)	(2)	(18)	(12)
Net earnings (loss)	507	209	1,370	538
Net (earnings) loss attributable to noncontrolling interests	(1)	(2)	(4)	(6)
Net earnings (loss) attributable to Celanese Corporation	506	207	1,366	532
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	519	209	1,384	544
Earnings (loss) from discontinued operations	(13)	(2)	(18)	(12)
Net earnings (loss)	506	207	1,366	532
Earnings (loss) per common share - basic
Continuing operations	4.70	1.77	12.35	4.59
Discontinued operations	(0.12)	(0.02)	(0.16)	(0.10)
Net earnings (loss) - basic	4.58	1.75	12.19	4.49
Earnings (loss) per common share - diluted
Continuing operations	4.67	1.76	12.28	4.57
Discontinued operations	(0.11)	(0.01)	(0.16)	(0.10)
Net earnings (loss) - diluted	4.56	1.75	12.12	4.47
Weighted average shares - basic	110,532,051	118,045,476	112,101,651	118,543,853
Weighted average shares - diluted	111,044,558	118,564,820	112,699,297	119,119,203

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

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
	(In $ millions)
Net earnings (loss)	507	209	1,370	538
Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss)	(15)	(3)	(12)	(11)
Gain (loss) on cash flow hedges	(15)	5	16	(33)
Pension and postretirement benefits	—	—	(4)	—
Total other comprehensive income (loss), net of tax	(30)	2	—	(44)
Total comprehensive income (loss), net of tax	477	211	1,370	494
Comprehensive (income) loss attributable to noncontrolling interests	(1)	(2)	(4)	(6)
Comprehensive income (loss) attributable to Celanese Corporation	476	209	1,366	488

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

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS


	As of September 30, 2021	As of December 31, 2020
	(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	1,340	955
Trade receivables - third party and affiliates	1,172	792
Non-trade receivables, net	566	450
Inventories	1,159	978

Marketable securities	28	533

Other assets	90	55
Total current assets	4,355	3,763
Investments in affiliates	842	820
Property, plant and equipment (net of accumulated depreciation - 2021: $3,424; 2020: $3,279)	3,924	3,939
Operating lease right-of-use assets	231	232
Deferred income taxes	254	259
Other assets	543	411
Goodwill	1,131	1,166
Intangible assets, net	303	319
Total assets	11,583	10,909
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	103	496
Trade payables - third party and affiliates	1,042	797
Other liabilities	529	680

Income taxes payable	138	—
Total current liabilities	1,812	1,973
Long-term debt, net of unamortized deferred financing costs	3,724	3,227
Deferred income taxes	537	509
Uncertain tax positions	272	240
Benefit obligations	592	643
Operating lease liabilities	197	208
Other liabilities	178	214
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2021 and 2020: 0 issued and outstanding)	—	—
Common stock, $0.0001 par value, 400,000,000 shares authorized (2021: 169,720,379 issued and 109,180,323 outstanding; 2020: 169,402,979 issued and 114,168,464 outstanding)	—	—

Treasury stock, at cost (2021: 60,540,056 shares; 2020: 55,234,515 shares)	(5,293)	(4,494)
Additional paid-in capital	313	257
Retained earnings	9,227	8,091
Accumulated other comprehensive income (loss), net	(328)	(328)
Total Celanese Corporation stockholders' equity	3,919	3,526
Noncontrolling interests	352	369
Total equity	4,271	3,895
Total liabilities and equity	11,583	10,909

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

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY


	Three Months Ended September 30,
	2021		2020
	Shares	Amount	Shares	Amount
	(In $ millions, except share data)




Common Stock
Balance as of the beginning of the period	111,115,442	—	118,288,296	—

Purchases of treasury stock	(1,938,179)	—	(1,060,890)	—
Stock awards	3,060	—	2,383	—
Balance as of the end of the period	109,180,323	—	117,229,789	—
Treasury Stock
Balance as of the beginning of the period	58,601,877	(4,993)	51,083,026	(3,995)
Purchases of treasury stock, including related fees	1,938,179	(300)	1,060,890	(111)

Balance as of the end of the period	60,540,056	(5,293)	52,143,916	(4,106)
Additional Paid-In Capital
Balance as of the beginning of the period		292		252
Stock-based compensation, net of tax		21		(4)

Balance as of the end of the period		313		248
Retained Earnings
Balance as of the beginning of the period		8,797		6,576

Net earnings (loss) attributable to Celanese Corporation		506		207
Common stock dividends		(76)		(73)
Balance as of the end of the period		9,227		6,710
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period		(298)		(346)
Other comprehensive income (loss), net of tax		(30)		2
Balance as of the end of the period		(328)		(344)
Total Celanese Corporation stockholders' equity		3,919		2,508
Noncontrolling Interests
Balance as of the beginning of the period		359		382
Net earnings (loss) attributable to noncontrolling interests		1		2
Distributions to noncontrolling interests		(8)		(8)
Balance as of the end of the period		352		376
Total equity		4,271		2,884

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

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CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY


	Nine Months Ended September 30,
	2021		2020
	Shares	Amount	Shares	Amount
	(In $ millions, except share data)




Common Stock
Balance as of the beginning of the period	114,168,464	—	119,555,207	—

Purchases of treasury stock	(5,332,727)	—	(2,770,321)	—
Stock awards	344,586	—	444,903	—
Balance as of the end of the period	109,180,323	—	117,229,789	—
Treasury Stock
Balance as of the beginning of the period	55,234,515	(4,494)	49,417,965	(3,846)
Purchases of treasury stock, including related fees	5,332,727	(800)	2,770,321	(261)
Issuance of treasury stock under stock plans	(27,186)	1	(44,370)	1
Balance as of the end of the period	60,540,056	(5,293)	52,143,916	(4,106)
Additional Paid-In Capital
Balance as of the beginning of the period		257		254
Stock-based compensation, net of tax		56		(6)

Balance as of the end of the period		313		248
Retained Earnings
Balance as of the beginning of the period		8,091		6,399

Net earnings (loss) attributable to Celanese Corporation		1,366		532
Common stock dividends		(230)		(221)
Balance as of the end of the period		9,227		6,710
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period		(328)		(300)
Other comprehensive income (loss), net of tax		—		(44)
Balance as of the end of the period		(328)		(344)
Total Celanese Corporation stockholders' equity		3,919		2,508
Noncontrolling Interests
Balance as of the beginning of the period		369		391
Net earnings (loss) attributable to noncontrolling interests		4		6
Distributions to noncontrolling interests		(21)		(21)
Balance as of the end of the period		352		376
Total equity		4,271		2,884

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

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CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
	2021	2020
	(In $ millions)
Operating Activities
Net earnings (loss)	1,370	538
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments	2	31
Depreciation, amortization and accretion	278	265
Pension and postretirement net periodic benefit cost	(102)	(74)
Pension and postretirement contributions	(36)	(35)


Deferred income taxes, net	9	(90)
(Gain) loss on disposition of businesses and assets, net	(7)	1
Stock-based compensation	76	17
Undistributed earnings in unconsolidated affiliates	(48)	(2)
Other, net	21	15
Operating cash provided by (used in) discontinued operations	14	7
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	(402)	196
Inventories	(207)	78
Other assets	(150)	68
Trade payables - third party and affiliates	259	(57)
Other liabilities	96	111
Net cash provided by (used in) operating activities	1,173	1,069
Investing Activities
Capital expenditures on property, plant and equipment	(304)	(279)
Acquisitions, net of cash acquired	(15)	(100)
Proceeds from sale of businesses and assets, net	22	17
Proceeds from sale of marketable securities	500	—
Other, net	(36)	(25)
Net cash provided by (used in) investing activities	167	(387)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	17	170
Proceeds from short-term borrowings	—	306
Repayments of short-term borrowings	(6)	(452)
Proceeds from long-term debt	991	—
Repayments of long-term debt	(778)	(23)
Purchases of treasury stock, including related fees	(803)	(272)

Common stock dividends	(230)	(221)
Distributions to noncontrolling interests	(21)	(21)
Settlement of forward-starting interest rate swaps	(72)	—
Other, net	(41)	(25)
Net cash provided by (used in) financing activities	(943)	(538)
Exchange rate effects on cash and cash equivalents	(12)	8
Net increase (decrease) in cash and cash equivalents	385	152
Cash and cash equivalents as of beginning of period	955	463
Cash and cash equivalents as of end of period	1,340	615

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

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CELANESE CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Company and Basis of Presentation

Description of the Company

Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals, for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, consumer and medical, energy storage, filtration, food and beverage, paints and coatings, paper and packaging, performance industrial and textiles.

Definitions

In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese U.S. Holdings LLC, a Delaware limited liability company, and not its subsidiaries.

Basis of Presentation

The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2020, filed on February 11, 2021 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the entire year.

In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.

For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as noncontrolling interests.

Estimates and Assumptions

The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension

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

2. Recent Accounting Pronouncements

The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB"):

Standard

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

March 12, 2020 through December 31, 2022.

The Company has completed its assessment, and the adoption of the new guidance did not have a material impact to the Company.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes.

The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in FASB Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"). The guidance also clarifies and amends existing guidance under Topic 740.

January 1, 2021.

The Company adopted the new guidance effective January 1, 2021. The adoption of the new guidance did not have a material impact to the Company.

3. Acquisitions, Dispositions and Plant Closures

Acquisition

On June 30, 2021, the Company signed a definitive agreement to acquire the Santoprene™ thermoplastic vulcanizates ("TPV") elastomers business of Exxon Mobil Corporation for a purchase price of $1.15 billion in an all-cash transaction. The Company will acquire the Santoprene™, Dytron™ and Geolast™ trademarks and product portfolios, customer and supplier contracts and agreements, both production facilities producing Santoprene, the TPV intellectual property portfolio with associated technical and R&D assets and employees of the TPV elastomer business. The acquired operations will be included in the Engineered Materials segment. The Company expects the acquisition to close in the fourth quarter of 2021, subject to regulatory approvals, carve-out preparations and other customary closing conditions.

Plant Closures

• European Compounding Center of Excellence

In July 2020, the Company announced that it is establishing a European Compounding Center of Excellence at its Forli, Italy facility, which includes the intended consolidation of its compounding operations in Kaiserslautern, Germany; Wehr, Germany; and Ferrara Marconi, Italy. These operations are included in the Company's Engineered Materials segment. The Company expects to complete the consolidation of the compounding operations by the end of 2022.

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The exit and shutdown costs related to the Forli, Italy consolidation were as follows:


			Nine Months Ended September 30, 2021
			(In $ millions)


Accelerated depreciation expense			5
Plant/office closures(1)			(9)


Total			(4)

______________________________

(1)Included in Other (charges) gains, net in the unaudited interim consolidated statement of operations (Note 12).

The Company expects to incur additional exit and shutdown costs related to the Forli, Italy consolidation of approximately $12 million through 2022.

4. Inventories


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Finished goods	736	653
Work-in-process	74	74
Raw materials and supplies	349	251
Total	1,159	978

5. Goodwill and Intangible Assets, Net

Goodwill


	Engineered Materials	Acetate Tow	Acetyl Chain	Total
	(In $ millions)
As of December 31, 2020	768	149	249	1,166
Acquisitions	4	—	2	6
Exchange rate changes	(28)	—	(13)	(41)
As of September 30, 2021(1)	744	149	238	1,131

______________________________

(1)There were no accumulated impairment losses as of September 30, 2021.

The Company assesses the recoverability of the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. In connection with the Company's annual goodwill impairment assessment, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2021 as the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets by a substantial margin.

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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, 2020	44	724	45	56	869
Acquisitions	—	8	—	—	8

Exchange rate changes	—	(26)	(1)	—	(27)
As of September 30, 2021	44	706	44	56	850
Accumulated Amortization
As of December 31, 2020	(38)	(555)	(40)	(39)	(672)
Amortization	(1)	(13)	(2)	(1)	(17)
Exchange rate changes	—	23	1	—	24
As of September 30, 2021	(39)	(545)	(41)	(40)	(665)
Net book value	5	161	3	16	185

Indefinite-lived intangible assets are as follows:


			Trademarks and Trade Names
			(In $ millions)
As of December 31, 2020			122


Exchange rate changes			(4)
As of September 30, 2021			118

The Company assesses the recoverability of the carrying amount of its indefinite-lived intangible assets either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. In connection with the Company's annual indefinite-lived intangible assets impairment assessment, the Company did not record an impairment loss to indefinite-lived intangible assets during the nine months ended September 30, 2021 as the estimated fair value of each of the Company's indefinite-lived intangible assets exceeded the carrying value of the underlying assets by a substantial margin.

During the nine months ended September 30, 2021, the Company did not renew or extend any intangible assets.

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


			(In $ millions)
2022			22
2023			20
2024			19
2025			19
2026			18

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6. Current Other Liabilities


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Asset retirement obligations	12	10
Benefit obligations (Note 9)	27	27
Customer rebates	72	53
Derivatives (Note 14)	9	87
Environmental (Note 10)	14	11
Insurance	6	5
Interest	22	29
Legal (Note 16)	33	107
Operating leases	35	36
Restructuring (Note 12)	8	11
Salaries and benefits	139	121
Sales and use tax/foreign withholding tax payable	110	140
Other	42	43
Total	529	680

7. Noncurrent Other Liabilities


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Asset retirement obligations	13	10
Deferred proceeds	44	47
Deferred revenue (Note 18)	4	4
Derivatives (Note 14)	9	34
Environmental (Note 10)	45	58

Insurance	38	33

Other	25	28
Total	178	214

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8. Debt


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	28	431
Short-term borrowings, including amounts due to affiliates(1)	75	65




Total	103	496

______________________________

(1)The weighted average interest rate was 0.2% and 0.6% as of September 30, 2021 and December 31, 2020, respectively.


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Long-Term Debt


Senior unsecured notes due 2021, interest rate of 5.875%	—	400
Senior unsecured notes due 2022, interest rate of 4.625%	500	500
Senior unsecured notes due 2023, interest rate of 1.125%	521	919
Senior unsecured notes due 2024, interest rate of 3.500%	499	499
Senior unsecured notes due 2025, interest rate of 1.250%	347	368
Senior unsecured notes due 2026, interest rate of 1.400%	400	—
Senior unsecured notes due 2027, interest rate of 2.125%	576	610
Senior unsecured notes due 2028, interest rate of 0.625%	578	—
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)	6	8
Obligations under finance leases due at various dates through 2054	179	201
Subtotal	3,772	3,671
Unamortized debt issuance costs(2)	(20)	(13)
Current installments of long-term debt	(28)	(431)
Total	3,724	3,227

______________________________

(1)The weighted average interest rate was 1.3% and 1.3% as of September 30, 2021 and December 31, 2020, respectively.

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

Senior Credit Facilities

The Company has a senior credit agreement (the "Credit Agreement") consisting of a $1.25 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2024. The Credit Agreement is guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the Company's U.S. assets and business operations ("the Subsidiary Guarantors"). The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.

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


			As of September 30, 2021
			(In $ millions)
Revolving Credit Facility
Borrowings outstanding(1)			—

Available for borrowing(2)			1,250

______________________________

(1)The Company borrowed $400 million under its senior unsecured revolving credit facility to repay the 5.875% senior unsecured notes due June 15, 2021 and repaid $400 million under its senior unsecured revolving credit facility during the nine months ended September 30, 2021.

(2)The margin for borrowings under the senior unsecured revolving credit facility was 1.25% above LIBOR or EURIBOR at current Company credit ratings.

Senior Notes

The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.

On August 5, 2021, Celanese U.S. completed an offering of $400 million in principal amount of 1.400% senior unsecured notes due August 5, 2026 (the "1.400% Notes") in a public offering registered under the Securities Act. The 1.400% Notes were issued at a discount to par at a price of 99.899%, which is being amortized to Interest expense in the unaudited interim consolidated statement of operations over the term of the 1.400% Notes. Net proceeds from the sale of the 1.400% Notes were used to repay $396 million of outstanding borrowings under the senior unsecured revolving credit facility and for general corporate purposes.

On September 10, 2021, Celanese U.S. completed an offering of €500 million in principal amount of 0.625% senior unsecured notes due September 10, 2028 (the "0.625% Notes") in a public offering registered under the Securities Act. The 0.625% Notes were issued at a discount to par at a price of 99.898%, which is being amortized to Interest expense in the unaudited interim consolidated statements of operations over the term of the 0.625% Notes.

On September 13, 2021, Celanese U.S. completed a cash tender offer for €300 million in principal amount of 1.125% senior unsecured notes due September 26, 2023 (the "1.125% Notes") at a purchase price of €1,027.35 per €1,000 of principal amount plus accrued interest, for a total principal and premium payment of $363 million plus accrued interest of $4 million. A portion of the proceeds from the issuance of the 0.625% Notes were used to fund the tender offer for €300 million of the 1.125% Notes. As a result of the tender offer, the carrying value of the 1.125% Notes were reduced by $353 million. The Company recognized financing costs of $9 million, which are included in Refinancing expense in the unaudited interim consolidated statement of operations for the nine months ended September 30, 2021.

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Accounts Receivable Purchasing Facility

On June 18, 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. 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 $812 million and $595 million of accounts receivable under this agreement for the nine months ended September 30, 2021 and twelve months ended December 31, 2020, respectively, and collected $812 million and $476 million of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $116 million were pledged by the SPE as collateral to the Purchasers as of September 30, 2021.

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 $134 million and $233 million of accounts receivable under these factoring agreements for the nine months ended September 30, 2021 and twelve months ended December 31, 2020, respectively, and collected $133 million and $237 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 $57 million of accounts receivable under this agreement for the nine months ended September 30, 2021.

Covenants

The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. The Company is in compliance with all of the covenants related to its debt agreements as of September 30, 2021.

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9. Benefit Obligations

The components of net periodic benefit cost are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
	(In $ millions)
Service cost	3	—	2	1	10	1	8	1
Interest cost	13	1	22	—	40	1	64	1
Expected return on plan assets	(51)	—	(50)	—	(154)	—	(149)	—


Special termination benefit	—	—	—	—	—	—	1	—

Total	(35)	1	(26)	1	(104)	2	(76)	2

Benefit obligation funding is as follows:


	As of September 30, 2021	Total Expected 2021
	(In $ millions)
Cash contributions to defined benefit pension plans	17	23
Benefit payments to nonqualified pension plans	16	20
Benefit payments to other postretirement benefit plans	3	4
Cash contributions to German multiemployer defined benefit pension plans(1)	6	9

______________________________

(1)The Company makes contributions based on specified percentages of employee contributions.

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

10. Environmental

The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.

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The components of environmental remediation liabilities are as follows:


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Demerger obligations (Note 16)	24	29
Divestiture obligations (Note 16)	13	15
Active sites	8	12
U.S. Superfund sites	12	11
Other environmental remediation liabilities	2	2
Total	59	69

Remediation

Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (as defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 16). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period.

U.S. Superfund Sites

In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.

As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.

One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Area. The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the Lower Passaic River Site and the Newark Bay Area. Work on the RI/FS is ongoing.

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In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several damages, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273-JLL-JAD (U.S. District Court New Jersey), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs. The Company is vigorously defending these matters and currently believes that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, estimated at less than 1%, will not be material to the Company's results of operations, cash flows or financial position. The EPA has initiated settlement discussions with a subgroup of defendants, including Celanese.

11. Stockholders' Equity

Common Stock

The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay cash dividends is not currently restricted by its existing senior credit facility and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant.

On July 14, 2021, the Company's Board of Directors approved a $1.0 billion increase in its Common Stock repurchase authorization. As of September 30, 2021, the Company had $1.3 billion remaining under the previous authorization. The Company also declared a quarterly cash dividend of $0.68 per share on its Common Stock on October 20, 2021, amounting to $74 million. The cash dividend will be paid on November 15, 2021 to holders of record as of November 1, 2021.

Treasury Stock

The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.


	Nine Months Ended September 30,				Total From February 2008 Through September 30, 2021
	2021		2020
Shares repurchased	5,332,727		2,770,321		68,100,778
Average purchase price per share	$	150.02	$	94.44	$	82.27
Shares repurchased (in $ millions)	$	800	$	261	$	5,603
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$	1,000	$	500	$	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.

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Other Comprehensive Income (Loss), Net


	Three Months Ended September 30,
	2021			2020
	Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
	(In $ millions)

Foreign currency translation gain (loss)	(6)	(9)	(15)	(10)	7	(3)
Gain (loss) on cash flow hedges	1	(16)	(15)	6	(1)	5

Total	(5)	(25)	(30)	(4)	6	2


	Nine Months Ended September 30,
	2021			2020
	Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
	(In $ millions)

Foreign currency translation gain (loss)	3	(15)	(12)	(10)	(1)	(11)
Gain (loss) on cash flow hedges	41	(25)	16	(44)	11	(33)
Pension and postretirement benefits gain (loss)	(4)	—	(4)	—	—	—
Total	40	(40)	—	(54)	10	(44)

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


	Foreign Currency Translation Gain (Loss)	Gain (Loss) on Cash Flow Hedges (Note 14)	Pension and Postretirement Benefits Gain (Loss) (Note 9)	Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2020	(260)	(56)	(12)	(328)
Other comprehensive income (loss) before reclassifications	3	43	(4)	42
Amounts reclassified from accumulated other comprehensive income (loss)	—	(2)	—	(2)
Income tax (provision) benefit	(15)	(25)	—	(40)
As of September 30, 2021	(272)	(40)	(16)	(328)

12. Other (Charges) Gains, Net


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
	(In $ millions)
Restructuring	(1)	(9)	(5)	(17)



Asset impairments	—	(2)	(2)	(31)
Plant/office closures	1	1	10	6
Commercial disputes	—	—	—	6
European Commission investigation	—	—	—	(2)
Other	—	—	—	1
Total	—	(10)	3	(37)

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During the nine months ended September 30, 2021 and 2020, the Company recorded $5 million and $17 million, respectively, of employee termination benefits primarily related to Company-wide business optimization projects.

During the nine months ended September 30, 2020, the Company recorded a $26 million long-lived asset impairment loss related to certain fixed assets used in compounding operations at its facilities in Kaiserslautern, Germany; Wehr, Germany and Ferrara Marconi, Italy (Note 3). In addition, during the nine months ended September 30, 2020, the Company recorded a $4 million long-lived asset impairment loss related to the closure of its manufacturing operations in Lebanon, Tennessee. The long-lived asset impairment losses were measured at the date of impairment to write-down the related property, plant and equipment and were included in the Company's Engineered Materials segment.

During the nine months ended September 30, 2021, the Company recorded a $9 million gain within plant/office closures related to the termination of its Ferrara Marconi, Italy office lease, which was included in the Company's Engineered Materials segment.

The changes in the restructuring liabilities by business segment are as follows:


	Engineered Materials	Acetate Tow	Acetyl Chain	Other	Total
	(In $ millions)
Employee Termination Benefits
As of December 31, 2020	8	1	—	2	11
Additions	3	—	—	2	5
Cash payments	(4)	—	—	(3)	(7)

Exchange rate changes	(1)	—	—	—	(1)
As of September 30, 2021	6	1	—	1	8

13. Income Taxes


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
	(In percentages)
Effective income tax rate	16	12	18	19

The effective income tax rate for the three months ended September 30, 2021, was higher compared to the same period in 2020, primarily due to increased earnings in high tax jurisdictions. The effective income tax rate for the nine months ended September 30, 2021, was lower compared to the same period in 2020, primarily due to non-recurring adjustments in the prior periods to uncertain tax positions due to available attribute carryforwards and the impact of functional currency differences in offshore jurisdictions, partially offset by increased earnings in high tax jurisdictions.

The Company will continue to monitor global legislative and regulatory developments related to COVID-19 and will record the associated tax impacts as discrete events in the periods the guidance is finalized, or when the Company is able to estimate an impact.

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. 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").

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On September 30, 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.

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.

14. Derivative Financial Instruments

Derivatives Designated As Hedges

Net Investment Hedges

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


	As of September 30, 2021	As of December 31, 2020
	(In € millions)
Total	1,837	1,358

Cash Flow Hedges

The total notional amount of the forward-starting interest rate swap designated as a cash flow hedge is as follows:


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Total	—	400

Cash flows related to the settlement of forward-starting interest rate swaps are reported as financing activities. The Company settled the forward-starting interest rate swap on August 2, 2021, resulting in a payment to the counterparty of $72 million, which payment was included as part of financing activities in the unaudited interim consolidated statements of cash flows.

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 September 30, 2021	As of December 31, 2020
	(In $ millions)
Total	634	546

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Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows:


	Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)
	Three Months Ended September 30,				Statement of Operations Classification
	2021	2020	2021	2020
	(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps	10	1	(1)	(5)	Cost of sales
Interest rate swaps	(7)	3	(1)	—	Interest expense


Total	3	4	(2)	(5)

Designated as Net Investment Hedges
Foreign currency denominated debt (Note 8)	37	(54)	—	—	N/A
Cross-currency swaps	10	(25)	—	—	N/A



Total	47	(79)	—	—

Not Designated as Hedges

Foreign currency forwards and swaps	—	—	(2)	(11)	Foreign exchange gain (loss), net; Other income (expense), net
Total	—	—	(2)	(11)


	Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)
	Nine Months Ended September 30,				Statement of Operations Classification
	2021	2020	2021	2020
	(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps	33	4	(1)	(5)	Cost of sales
Interest rate swaps	10	(50)	(1)	—	Interest expense


Total	43	(46)	(2)	(5)

Designated as Net Investment Hedges
Foreign currency denominated debt (Note 8)	72	(39)	—	—	N/A
Cross-currency swaps	21	(3)	—	—	N/A



Total	93	(42)	—	—

Not Designated as Hedges

Foreign currency forwards and swaps	—	—	(6)	7	Foreign exchange gain (loss), net; Other income (expense), net
Total	—	—	(6)	7

See Note 15 for additional information regarding the fair value of the Company's derivative instruments.

Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.

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Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows:


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Derivative Assets
Gross amount recognized	58	26
Gross amount offset in the consolidated balance sheets	—	2
Net amount presented in the consolidated balance sheets	58	24
Gross amount not offset in the consolidated balance sheets	9	11
Net amount	49	13


	As of September 30, 2021	As of December 31, 2020
	(In $ millions)
Derivative Liabilities
Gross amount recognized	18	123
Gross amount offset in the consolidated balance sheets	—	2
Net amount presented in the consolidated balance sheets	18	121
Gross amount not offset in the consolidated balance sheets	9	11
Net amount	9	110

15. 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.

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	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 September 30, 2021
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	15	15	Current Other assets
Commodity swaps	—	24	24	Noncurrent Other assets

Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	14	14	Current Other assets

Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	5	5	Current Other assets
Total assets	—	58	58





Derivatives Designated as Net Investment Hedges

Cross-currency swaps	—	(2)	(2)	Current Other liabilities
Cross-currency swaps	—	(9)	(9)	Noncurrent Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(7)	(7)	Current Other liabilities
Total liabilities	—	(18)	(18)


	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, 2020
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	2	2	Current Other assets
Commodity swaps	—	8	8	Noncurrent Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	13	13	Current Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	1	1	Current Other assets
Total assets	—	24	24
Derivatives Designated as Cash Flow Hedges
Interest rate swaps	—	(81)	(81)	Current Other liabilities


Commodity swaps	—	(1)	(1)	Noncurrent Other liabilities
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	(1)	(1)	Current Other liabilities
Cross-currency swaps	—	(33)	(33)	Noncurrent Other liabilities

Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(5)	(5)	Current Other liabilities
Total liabilities	—	(121)	(121)

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


		Fair Value Measurement
	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
	(In $ millions)
As of September 30, 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	3,772	3,731	179	3,910
As of December 31, 2020
Equity investments without readily determinable fair values	171	—	—	—
Insurance contracts in nonqualified trusts	30	31	—	31
Long-term debt, including current installments of long-term debt	3,671	3,644	201	3,845

In general, the equity investments included in the table above are not publicly traded and their fair values are not readily determinable. The Company believes the carrying values approximate fair value. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under finance leases, which are included in long-term debt, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement.

As of September 30, 2021, and December 31, 2020, the fair values of cash and cash equivalents, receivables, marketable securities, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt.

16. Commitments and Contingencies

Commitments

Guarantees

The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations.

The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following:

•Demerger Obligations

In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") (Note 10).

The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of September 30, 2021 are $100 million. Though the Company is significantly

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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 10).

The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the obligations contain monetary and/or time limitations, which extend through 2037. The aggregate amount of outstanding indemnifications and guarantees provided for under these agreements is $116 million as of September 30, 2021. Other agreements do not provide for any monetary or time limitations.

Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the remaining divestiture obligations, if any, in excess of amounts accrued.

Purchase Obligations

In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. Additionally, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements. As of September 30, 2021, the Company had unconditional purchase obligations of $3.3 billion, which extend through 2042.

Contingencies

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust or competition compliance, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to the Company's results of operations, cash flows or financial position.

European Commission Investigation

In May 2017, the Company learned that the European Commission had opened a competition law investigation involving certain subsidiaries of the Company with respect to certain past ethylene purchases. Based on information learned from the European Commission regarding its investigation, Celanese recorded a reserve of $89 million in 2019, which was included within the Company's Other Activities segment. In July 2020, Celanese reached a final settlement with the European Commission in respect of this matter of $92 million, which was included in Current Other liabilities as of December 31, 2020. On January 12, 2021, the Company paid $100 million to fully settle this matter. The difference between the amount reserved and the settlement payment relates to foreign exchange rates.

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17. Segment Information


	Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Three Months Ended September 30, 2021
Net sales	684	128	1,489	—	(35)	(1)	2,266
Other (charges) gains, net (Note 12)	—	—	1	(1)	—		—
Operating profit (loss)	91	12	517	(84)	—		536
Equity in net earnings (loss) of affiliates	39	—	1	4	—		44
Depreciation and amortization	35	10	44	4	—		93
Capital expenditures	36	10	73	4	—		123	(2)
	Three Months Ended September 30, 2020
Net sales	526	129	776	—	(20)	(1)	1,411
Other (charges) gains, net (Note 12)	(10)	—	1	(1)	—		(10)
Operating profit (loss)	84	30	121	(51)	—		184
Equity in net earnings (loss) of affiliates	21	—	2	2	—		25
Depreciation and amortization	34	9	41	5	—		89
Capital expenditures	21	10	37	8	—		76	(2)

______________________________

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

(2)Includes an increase in accrued capital expenditures of $21 million and $4 million for the three months ended September 30, 2021 and 2020, respectively.

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	Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Nine Months Ended September 30, 2021
Net sales	2,011	385	3,954	—	(88)	(1)	6,262
Other (charges) gains, net (Note 12)	6	—	1	(4)	—		3
Operating profit (loss)	344	52	1,284	(251)	—		1,429
Equity in net earnings (loss) of affiliates	96	—	5	9	—		110
Depreciation and amortization	105	29	128	12	—		274
Capital expenditures	92	31	171	15	—		309	(2)
	As of September 30, 2021
Goodwill and intangible assets, net	994	154	286	—	—		1,434
Total assets	4,205	1,088	4,327	1,963	—		11,583
	Nine Months Ended September 30, 2020
Net sales	1,509	385	2,237	—	(67)	(1)	4,064
Other (charges) gains, net (Note 12)	(35)	(1)	6	(7)	—		(37)
Operating profit (loss)	173	88	377	(177)	—		461
Equity in net earnings (loss) of affiliates	100	—	3	10	—		113
Depreciation and amortization	100	26	122	13	—		261
Capital expenditures	73	26	118	25	—		242	(2)
	As of December 31, 2020
Goodwill and intangible assets, net	1,030	154	301	—	—		1,485
Total assets	3,990	975	3,930	2,014	—		10,909

______________________________

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

(2)Includes an increase in accrued capital expenditures of $5 million and a decrease of $37 million for the nine months ended September 30, 2021 and 2020, respectively.

18. Revenue Recognition

The Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years. As of September 30, 2021, the Company had $622 million of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately $88 million of its remaining performance obligations as Net sales in 2021, $227 million in 2022, $148 million in 2023 and the balance thereafter.

Contract Balances

Contract liabilities primarily relate to advances or deposits received from the Company's customers before revenue is recognized. These amounts are recorded as deferred revenue and are included in Current and Noncurrent Other liabilities in the unaudited consolidated balance sheets (

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