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~~June 30, ~~2022~~2023
			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
4.777% Senior Notes due 2026	CE /26A	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
5.337% Senior Notes due 2029	CE /29A	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,~~Common Stock, $0.0001 par value, as of ~~October 28, 2022~~August 4, 2023 was ~~108,428,071.~~108,852,226.

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period Ended ~~September~~June 30, ~~2022~~2023

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	a) a ) Unaudited Interim Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~202 3 and ~~2021~~20 2 2	3
	b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~202 3 and ~~2021~~202 2	4
	c) Unaudited Consolidated Balance Sheets as of ~~September~~June 30 ~~2022~~, 2023 and December 31, ~~2021~~2022	5
	d) Unaudited Interim Consolidated Statements of Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~202 3 and ~~2021~~202 2	6
	e) e ) Unaudited Interim Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~202 3 and ~~2021~~202 2	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	3231
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5146
Item 4.	Controls and Procedures	5246

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	5347
Item 1A.	Risk Factors	5347
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5447
Item 3.	Defaults Upon Senior Securities	5547
Item 4.	Mine Safety Disclosures	5547
Item 5.	Other Information	5547
Item 6.	Exhibits	5648
Signatures		5850

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,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
		(In $ millions, except share and per share data)					(In $ millions, except share and per share data)
Net sales	Net sales	2,301	2,266	7,325	6,262	Net sales	2,795	2,486	5,648	5,024
Cost of sales	Cost of sales	(1,755)	(1,551)	(5,329)	(4,301)	Cost of sales	(2,109)	(1,781)	(4,331)	(3,574)
Gross profit	Gross profit	546	715	1,996	1,961	Gross profit	686	705	1,317	1,450
Selling, general and administrative expenses	Selling, general and administrative expenses	(184)	(165)	(555)	(463)	Selling, general and administrative expenses	(274)	(197)	(559)	(371)
Amortization of intangible assets	Amortization of intangible assets	(10)	(6)	(32)	(17)	Amortization of intangible assets	(42)	(11)	(83)	(22)
Research and development expenses	Research and development expenses	(25)	(21)	(75)	(63)	Research and development expenses	(40)	(26)	(82)	(50)
Other (charges) gains, net	Other (charges) gains, net	(15)	—	(15)	3	Other (charges) gains, net	(10)	1	(33)	—
Foreign exchange gain (loss), net	Foreign exchange gain (loss), net	(2)	2	(4)	2	Foreign exchange gain (loss), net	15	(1)	21	(2)
Gain (loss) on disposition of businesses and assets, net	Gain (loss) on disposition of businesses and assets, net	(2)	11	7	6	Gain (loss) on disposition of businesses and assets, net	—	12	5	9
Operating profit (loss)	Operating profit (loss)	308	536	1,322	1,429	Operating profit (loss)	335	483	586	1,014
Equity in net earnings (loss) of affiliates	Equity in net earnings (loss) of affiliates	73	44	189	110	Equity in net earnings (loss) of affiliates	23	60	38	116
Non-operating pension and other postretirement employee benefit (expense) income	Non-operating pension and other postretirement employee benefit (expense) income	25	37	74	113	Non-operating pension and other postretirement employee benefit (expense) income	(2)	25	(1)	49
Interest expense	Interest expense	(154)	(21)	(237)	(70)	Interest expense	(182)	(48)	(364)	(83)
Refinancing expense		—	(9)	—	(9)

Interest income	Interest income	34	2	36	7	Interest income	7	1	15	2
Dividend income - equity investments	Dividend income - equity investments	30	35	103	114	Dividend income - equity investments	31	36	65	73
Other income (expense), net	Other income (expense), net	5	(2)	4	(3)	Other income (expense), net	4	(3)	(2)	(1)
Earnings (loss) from continuing operations before tax	Earnings (loss) from continuing operations before tax	321	622	1,491	1,691	Earnings (loss) from continuing operations before tax	216	554	337	1,170
Income tax (provision) benefit	Income tax (provision) benefit	(127)	(102)	(351)	(303)	Income tax (provision) benefit	4	(112)	(21)	(224)
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations	194	520	1,140	1,388	Earnings (loss) from continuing operations	220	442	316	946
Earnings (loss) from operation of discontinued operations	Earnings (loss) from operation of discontinued operations	—	(17)	(8)	(24)	Earnings (loss) from operation of discontinued operations	—	(8)	(3)	(8)

Income tax (provision) benefit from discontinued operations	Income tax (provision) benefit from discontinued operations	(1)	4	1	6	Income tax (provision) benefit from discontinued operations	1	2	1	2
Earnings (loss) from discontinued operations	Earnings (loss) from discontinued operations	(1)	(13)	(7)	(18)	Earnings (loss) from discontinued operations	1	(6)	(2)	(6)
Net earnings (loss)	Net earnings (loss)	193	507	1,133	1,370	Net earnings (loss)	221	436	314	940
Net (earnings) loss attributable to noncontrolling interests	Net (earnings) loss attributable to noncontrolling interests	(2)	(1)	(6)	(4)	Net (earnings) loss attributable to noncontrolling interests	(1)	(2)	(3)	(4)
Net earnings (loss) attributable to Celanese Corporation	Net earnings (loss) attributable to Celanese Corporation	191	506	1,127	1,366	Net earnings (loss) attributable to Celanese Corporation	220	434	311	936
Amounts attributable to Celanese Corporation	Amounts attributable to Celanese Corporation					Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations	192	519	1,134	1,384	Earnings (loss) from continuing operations	219	440	313	942
Earnings (loss) from discontinued operations	Earnings (loss) from discontinued operations	(1)	(13)	(7)	(18)	Earnings (loss) from discontinued operations	1	(6)	(2)	(6)
Net earnings (loss)	Net earnings (loss)	191	506	1,127	1,366	Net earnings (loss)	220	434	311	936
Earnings (loss) per common share - basic	Earnings (loss) per common share - basic					Earnings (loss) per common share - basic
Continuing operations	Continuing operations	1.77	4.70	10.47	12.35	Continuing operations	2.01	4.06	2.88	8.70
Discontinued operations	Discontinued operations	(0.01)	(0.12)	(0.07)	(0.16)	Discontinued operations	0.01	(0.06)	(0.02)	(0.06)
Net earnings (loss) - basic	Net earnings (loss) - basic	1.76	4.58	10.40	12.19	Net earnings (loss) - basic	2.02	4.00	2.86	8.64
Earnings (loss) per common share - diluted	Earnings (loss) per common share - diluted					Earnings (loss) per common share - diluted
Continuing operations	Continuing operations	1.76	4.67	10.39	12.28	Continuing operations	2.00	4.03	2.86	8.63
Discontinued operations	Discontinued operations	(0.01)	(0.11)	(0.07)	(0.16)	Discontinued operations	0.01	(0.05)	(0.01)	(0.06)
Net earnings (loss) - diluted	Net earnings (loss) - diluted	1.75	4.56	10.32	12.12	Net earnings (loss) - diluted	2.01	3.98	2.85	8.57
Weighted average shares - basic	Weighted average shares - basic	108,428,982	110,532,051	108,336,574	112,101,651	Weighted average shares - basic	108,886,678	108,392,155	108,761,071	108,289,603
Weighted average shares - diluted	Weighted average shares - diluted	109,065,970	111,044,558	109,158,832	112,699,297	Weighted average shares - diluted	109,306,331	109,123,349	109,281,364	109,158,055

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,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
		(In $ millions)					(In $ millions)
Net earnings (loss)	Net earnings (loss)	193	507	1,133	1,370	Net earnings (loss)	221	436	314	940
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax					Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	(49)	(15)	(201)	(12)	Foreign currency translation gain (loss)	(201)	(131)	(188)	(152)
Gain (loss) on cash flow hedges	Gain (loss) on cash flow hedges	(11)	(15)	30	16	Gain (loss) on cash flow hedges	—	26	4	41
Pension and postretirement benefits	Pension and postretirement benefits	—	—	2	(4)	Pension and postretirement benefits	1	—	—	2
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(60)	(30)	(169)	—	Total other comprehensive income (loss), net of tax	(200)	(105)	(184)	(109)
Total comprehensive income (loss), net of tax	Total comprehensive income (loss), net of tax	133	477	964	1,370	Total comprehensive income (loss), net of tax	21	331	130	831
Comprehensive (income) loss attributable to noncontrolling interests	Comprehensive (income) loss attributable to noncontrolling interests	(2)	(1)	(6)	(4)	Comprehensive (income) loss attributable to noncontrolling interests	(1)	(2)	(3)	(4)
Comprehensive income (loss) attributable to Celanese Corporation	Comprehensive income (loss) attributable to Celanese Corporation	131	476	958	1,366	Comprehensive income (loss) attributable to Celanese Corporation	20	329	127	827

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,
2022 As of
December 31,
2021
(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents 9,671 536
Trade receivables - third party and affiliates 1,120 1,161
Non-trade receivables, net 492 506
Inventories 1,723 1,524
Other assets 186 80
Total current assets 13,192 3,807
Investments in affiliates 954 823
Property, plant and equipment (net of accumulated depreciation - 2022: $3,475; 2021: $3,484) 4,089 4,193
Operating lease right-of-use assets 246 236
Deferred income taxes 222 248
Other assets 695 521
Goodwill 1,294 1,412
Intangible assets, net 645 735
Total assets 21,337 11,975
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates 977 791
Trade payables - third party and affiliates 1,128 1,160
Other liabilities 555 473
Income taxes payable 128 81
Total current liabilities 2,788 2,505
Long-term debt, net of unamortized deferred financing costs 11,360 3,176
Deferred income taxes 640 555
Uncertain tax positions 314 280
Benefit obligations 489 558
Operating lease liabilities 205 200
Other liabilities 247 164
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: 170,090,785 issued and 108,386,739 outstanding; 2021: 169,760,024 issued and 108,023,735 outstanding) — —
Treasury stock, at cost (2022: 61,704,046 shares; 2021: 61,736,289 shares) (5,492) (5,492)
Additional paid-in capital 356 333
Retained earnings 10,584 9,677
Accumulated other comprehensive income (loss), net (498) (329)
Total Celanese Corporation stockholders' equity 4,950 4,189
Noncontrolling interests 344 348
Total equity 5,294 4,537
Total liabilities and equity 21,337 11,975


	As of June 30, 2023	As of December 31, 2022
	(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	1,296	1,508
Trade receivables - third party and affiliates	1,338	1,379
Non-trade receivables, net	625	675
Inventories	2,514	2,808


Assets held for sale	211	—
Other assets	268	241
Total current assets	6,252	6,611
Investments in affiliates	1,028	1,062
Property, plant and equipment (net of accumulated depreciation - 2023: $3,830; 2022: $3,687)	5,541	5,584
Operating lease right-of-use assets	403	413
Deferred income taxes	832	808
Other assets	523	547
Goodwill	7,063	7,142
Intangible assets, net	4,007	4,105
Total assets	25,649	26,272
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	1,507	1,306
Trade payables - third party and affiliates	1,243	1,518
Liabilities held for sale	19	—
Other liabilities	1,146	1,201

Income taxes payable	7	43
Total current liabilities	3,922	4,068
Long-term debt, net of unamortized deferred financing costs	12,889	13,373
Deferred income taxes	1,220	1,242
Uncertain tax positions	285	322
Benefit obligations	406	411
Operating lease liabilities	347	364
Other liabilities	492	387
Commitments and Contingencies
Shareholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2023 and 2022: 0 issued and outstanding)	—	—
Common stock, $0.0001 par value, 400,000,000 shares authorized (2023: 170,458,836 issued and 108,847,435 outstanding; 2022: 170,135,425 issued and 108,473,932 outstanding)	—	—

Treasury stock, at cost (2023: 61,611,401 shares; 2022: 61,661,493 shares)	(5,490)	(5,491)
Additional paid-in capital	383	372
Retained earnings	11,433	11,274
Accumulated other comprehensive income (loss), net	(702)	(518)
Total Celanese Corporation shareholders' equity	5,624	5,637
Noncontrolling interests	464	468
Total equity	6,088	6,105
Total liabilities and equity	25,649	26,272

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,					Three Months Ended June 30,
		2022		2021			2023		2022
		Shares	Amount	Shares	Amount		Shares	Amount	Shares	Amount
		(In $ millions, except share data)					(In $ millions, except share data)

Common Stock	Common Stock					Common Stock
Balance as of the beginning of the period	Balance as of the beginning of the period	108,346,035	—	111,115,442	—	Balance as of the beginning of the period	108,786,738	—	108,307,341	—

Purchases of treasury stock		—	—	(1,938,179)	—

Stock awards	Stock awards	40,704	—	3,060	—	Stock awards	60,697	—	38,694	—
Balance as of the end of the period	Balance as of the end of the period	108,386,739	—	109,180,323	—	Balance as of the end of the period	108,847,435	—	108,346,035	—
Treasury Stock	Treasury Stock					Treasury Stock
Balance as of the beginning of the period	Balance as of the beginning of the period	61,704,046	(5,492)	58,601,877	(4,993)	Balance as of the beginning of the period	61,661,493	(5,491)	61,736,289	(5,492)
Purchases of treasury stock, including related fees		—	—	1,938,179	(300)

Issuance of treasury stock under stock plans						Issuance of treasury stock under stock plans	(50,092)	1	(32,243)	—
Balance as of the end of the period	Balance as of the end of the period	61,704,046	(5,492)	60,540,056	(5,293)	Balance as of the end of the period	61,611,401	(5,490)	61,704,046	(5,492)
Additional Paid-In Capital	Additional Paid-In Capital					Additional Paid-In Capital
Balance as of the beginning of the period	Balance as of the beginning of the period		344		292	Balance as of the beginning of the period		365		326
Stock-based compensation, net of tax	Stock-based compensation, net of tax		12		21	Stock-based compensation, net of tax		18		18

Balance as of the end of the period	Balance as of the end of the period		356		313	Balance as of the end of the period		383		344
Retained Earnings	Retained Earnings					Retained Earnings
Balance as of the beginning of the period	Balance as of the beginning of the period		10,466		8,797	Balance as of the beginning of the period		11,289		10,106

Net earnings (loss) attributable to Celanese Corporation	Net earnings (loss) attributable to Celanese Corporation		191		506	Net earnings (loss) attributable to Celanese Corporation		220		434
Common stock dividends	Common stock dividends		(73)		(76)	Common stock dividends		(76)		(74)
Balance as of the end of the period	Balance as of the end of the period		10,584		9,227	Balance as of the end of the period		11,433		10,466
Accumulated Other Comprehensive Income (Loss), Net	Accumulated Other Comprehensive Income (Loss), Net					Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period	Balance as of the beginning of the period		(438)		(298)	Balance as of the beginning of the period		(502)		(333)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		(60)		(30)	Other comprehensive income (loss), net of tax		(200)		(105)
Balance as of the end of the period	Balance as of the end of the period		(498)		(328)	Balance as of the end of the period		(702)		(438)
Total Celanese Corporation stockholders' equity			4,950		3,919
Total Celanese Corporation shareholders' equity						Total Celanese Corporation shareholders' equity		5,624		4,880
Noncontrolling Interests	Noncontrolling Interests					Noncontrolling Interests
Balance as of the beginning of the period	Balance as of the beginning of the period		345		359	Balance as of the beginning of the period		469		346
Net earnings (loss) attributable to noncontrolling interests	Net earnings (loss) attributable to noncontrolling interests		2		1	Net earnings (loss) attributable to noncontrolling interests		1		2
Distributions to noncontrolling interests			(3)		(8)

Distributions/dividends to noncontrolling interests						Distributions/dividends to noncontrolling interests		(6)		(3)

Balance as of the end of the period	Balance as of the end of the period		344		352	Balance as of the end of the period		464		345
Total equity	Total equity		5,294		4,271	Total equity		6,088		5,225

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

Table of Contents

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
		Shares	Amount	Shares	Amount		Shares	Amount	Shares	Amount
		(In $ millions, except share data)					(In $ millions, except share data)

Common Stock	Common Stock					Common Stock
Balance as of the beginning of the period	Balance as of the beginning of the period	108,023,735	—	114,168,464	—	Balance as of the beginning of the period	108,473,932	—	108,023,735	—

Purchases of treasury stock		—	—	(5,332,727)	—

Stock awards	Stock awards	363,004	—	344,586	—	Stock awards	373,503	—	322,300	—
Balance as of the end of the period	Balance as of the end of the period	108,386,739	—	109,180,323	—	Balance as of the end of the period	108,847,435	—	108,346,035	—
Treasury Stock	Treasury Stock					Treasury Stock
Balance as of the beginning of the period	Balance as of the beginning of the period	61,736,289	(5,492)	55,234,515	(4,494)	Balance as of the beginning of the period	61,661,493	(5,491)	61,736,289	(5,492)
Purchases of treasury stock, including related fees		—	—	5,332,727	(800)

Issuance of treasury stock under stock plans	Issuance of treasury stock under stock plans	(32,243)	—	(27,186)	1	Issuance of treasury stock under stock plans	(50,092)	1	(32,243)	—
Balance as of the end of the period	Balance as of the end of the period	61,704,046	(5,492)	60,540,056	(5,293)	Balance as of the end of the period	61,611,401	(5,490)	61,704,046	(5,492)
Additional Paid-In Capital	Additional Paid-In Capital					Additional Paid-In Capital
Balance as of the beginning of the period	Balance as of the beginning of the period		333		257	Balance as of the beginning of the period		372		333
Stock-based compensation, net of tax	Stock-based compensation, net of tax		23		56	Stock-based compensation, net of tax		11		11

Balance as of the end of the period	Balance as of the end of the period		356		313	Balance as of the end of the period		383		344
Retained Earnings	Retained Earnings					Retained Earnings
Balance as of the beginning of the period	Balance as of the beginning of the period		9,677		8,091	Balance as of the beginning of the period		11,274		9,677

Net earnings (loss) attributable to Celanese Corporation	Net earnings (loss) attributable to Celanese Corporation		1,127		1,366	Net earnings (loss) attributable to Celanese Corporation		311		936
Common stock dividends	Common stock dividends		(220)		(230)	Common stock dividends		(152)		(147)
Balance as of the end of the period	Balance as of the end of the period		10,584		9,227	Balance as of the end of the period		11,433		10,466
Accumulated Other Comprehensive Income (Loss), Net	Accumulated Other Comprehensive Income (Loss), Net					Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period	Balance as of the beginning of the period		(329)		(328)	Balance as of the beginning of the period		(518)		(329)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		(169)		—	Other comprehensive income (loss), net of tax		(184)		(109)
Balance as of the end of the period	Balance as of the end of the period		(498)		(328)	Balance as of the end of the period		(702)		(438)
Total Celanese Corporation stockholders' equity			4,950		3,919
Total Celanese Corporation shareholders' equity						Total Celanese Corporation shareholders' equity		5,624		4,880
Noncontrolling Interests	Noncontrolling Interests					Noncontrolling Interests
Balance as of the beginning of the period	Balance as of the beginning of the period		348		369	Balance as of the beginning of the period		468		348
Net earnings (loss) attributable to noncontrolling interests	Net earnings (loss) attributable to noncontrolling interests		6		4	Net earnings (loss) attributable to noncontrolling interests		3		4
Distributions to noncontrolling interests			(10)		(21)

Distributions/dividends to noncontrolling interests						Distributions/dividends to noncontrolling interests		(7)		(7)
Balance as of the end of the period	Balance as of the end of the period		344		352	Balance as of the end of the period		464		345
Total equity	Total equity		5,294		4,271	Total equity		6,088		5,225

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,			Six Months Ended June 30,
		2022	2021		2023	2022
		(In $ millions)			(In $ millions)
Operating Activities	Operating Activities			Operating Activities
Net earnings (loss)	Net earnings (loss)	1,133	1,370	Net earnings (loss)	314	940
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities	Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities			Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Asset impairments		12	2

Depreciation, amortization and accretion	Depreciation, amortization and accretion	318	278	Depreciation, amortization and accretion	359	213
Pension and postretirement net periodic benefit cost	Pension and postretirement net periodic benefit cost	(63)	(102)	Pension and postretirement net periodic benefit cost	7	(42)
Pension and postretirement contributions	Pension and postretirement contributions	(34)	(36)	Pension and postretirement contributions	(24)	(23)

Deferred income taxes, net	Deferred income taxes, net	14	9	Deferred income taxes, net	(3)	15
(Gain) loss on disposition of businesses and assets, net	(Gain) loss on disposition of businesses and assets, net	(6)	(7)	(Gain) loss on disposition of businesses and assets, net	(4)	(8)
Stock-based compensation	Stock-based compensation	47	76	Stock-based compensation	32	31
Undistributed earnings in unconsolidated affiliates	Undistributed earnings in unconsolidated affiliates	(56)	(48)	Undistributed earnings in unconsolidated affiliates	(15)	(10)
Other, net	Other, net	8	21	Other, net	(4)	5
Operating cash provided by (used in) discontinued operations	Operating cash provided by (used in) discontinued operations	(25)	14	Operating cash provided by (used in) discontinued operations	(4)	(19)
Changes in operating assets and liabilities	Changes in operating assets and liabilities			Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	Trade receivables - third party and affiliates, net	(61)	(402)	Trade receivables - third party and affiliates, net	(10)	(216)
Inventories	Inventories	(321)	(207)	Inventories	220	(251)
Other assets	Other assets	26	(150)	Other assets	187	22
Trade payables - third party and affiliates	Trade payables - third party and affiliates	97	259	Trade payables - third party and affiliates	(211)	169
Other liabilities	Other liabilities	189	96	Other liabilities	(178)	(15)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	1,278	1,173	Net cash provided by (used in) operating activities	666	811
Investing Activities	Investing Activities			Investing Activities
Capital expenditures on property, plant and equipment	Capital expenditures on property, plant and equipment	(400)	(304)	Capital expenditures on property, plant and equipment	(309)	(261)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(14)	(15)	Acquisitions, net of cash acquired	—	(14)
Proceeds from sale of businesses and assets, net	Proceeds from sale of businesses and assets, net	16	22	Proceeds from sale of businesses and assets, net	9	16
Proceeds from sale of marketable securities		—	500

Other, net	Other, net	(30)	(36)	Other, net	(41)	(26)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(428)	167	Net cash provided by (used in) investing activities	(341)	(285)
Financing Activities	Financing Activities			Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	Net change in short-term borrowings with maturities of 3 months or less	(249)	17	Net change in short-term borrowings with maturities of 3 months or less	(300)	19
Proceeds from short-term borrowings				Proceeds from short-term borrowings	349	—
Repayments of short-term borrowings				Repayments of short-term borrowings	(370)	—

Repayments of short-term borrowings		—	(6)
Proceeds from long-term debt		9,019	991
Repayments of long-term debt	Repayments of long-term debt	(21)	(778)	Repayments of long-term debt	(13)	(14)
Purchases of treasury stock, including related fees	Purchases of treasury stock, including related fees	(17)	(803)	Purchases of treasury stock, including related fees	—	(17)

Common stock dividends	Common stock dividends	(220)	(230)	Common stock dividends	(152)	(147)
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(10)	(21)	Distributions to noncontrolling interests	(7)	(7)
Settlement of forward-starting interest rate swaps		—	(72)

Issuance cost of bridge facility	Issuance cost of bridge facility	(63)	—	Issuance cost of bridge facility	—	(63)
Other, net	Other, net	(93)	(41)	Other, net	(23)	(25)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	8,346	(943)	Net cash provided by (used in) financing activities	(516)	(254)
Exchange rate effects on cash and cash equivalents	Exchange rate effects on cash and cash equivalents	(61)	(12)	Exchange rate effects on cash and cash equivalents	(21)	(25)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	9,135	385	Net increase (decrease) in cash and cash equivalents	(212)	247
Cash and cash equivalents as of beginning of period	Cash and cash equivalents as of beginning of period	536	955	Cash and cash equivalents as of beginning of period	1,508	536
Cash and cash equivalents as of end of period	Cash and cash equivalents as of end of period	9,671	1,340	Cash and cash equivalents as of end of period	1,296	783

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 US 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 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,~~2022, filed on February ~~10, 2022~~24, 2023 with the SEC as part of the Company's Annual Report on Form 10-K.

Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 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'~~shareholders' 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

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,~~November 2022, the Company acquired 100% ownership of entities and assets consisting of a majority of the ~~Santoprene™ thermoplastic vulcanizates~~Mobility & Materials business ("~~TPV"~~M&M") ~~elastomers business~~ of ~~Exxon Mobil Corporation~~DuPont de Nemours, Inc. ("~~Santoprene"~~DuPont") (the "M&M Acquisition") for a purchase price of ~~$1.15~~$11.0 billion, subject to transaction adjustments, in an all-cash transaction. The Company acquired ~~the Santoprene™, Dytron™~~a global production network of 29 facilities, including compounding and ~~Geolast™ trademarks and product portfolios,~~polymerization, customer and supplier contracts and agreements, ~~both production facilities producing TPV, the TPV~~an intellectual property portfolio, including approximately 850 patents with associated technical and R&D assets, and approximately 5,000 employees ofacross the ~~TPV elastomer business. The~~manufacturing, technical, and commercial organizations. This acquisition of ~~Santoprene substantially strengthens~~M&M enhances the ~~Company's existing elastomers~~engineered materials product portfolio by adding new polymers, brands, product technology, and backward integration in critical polymers, allowing the Company to ~~bring a wider range of functionalized solutions into targeted~~accelerate growth ~~areas~~in high-value applications including future mobility, ~~medical~~connectivity and ~~sustainability.~~medical. The acquisition was accounted for as a business combination and the acquired operations are included in the Engineered Materials segment.

The Company preliminarily 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. The Company is in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, including trade names and customer relationships, personal and real property, investment in equity affiliates and deferred taxes. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. During the measurement period to date, there were no adjustments that materially impacted the Company's goodwill initially recorded.

The following unaudited pro forma financial information presents the consolidated results of operations as if the M&M Acquisition had occurred at the beginning of 2022. M&M's pre-acquisition results have been added to the Company's historical results. The pro forma results contained in the table below include adjustments for (i) increased depreciation expense as a result of acquisition date fair value adjustments, (ii) amortization of acquired intangibles, (iii) interest expense and amortization of debt issuance costs of $171 million and $343 million related to borrowings under the U.S. Term Loan Facility (defined below) and the issuance of Acquisition Notes (defined below) as if these had taken place at the beginning of 2022 for the three and six months ended June 30, 2022, respectively and (iv) net total inventory step up of inventory amortized to Cost of sales of $33 million and $131 million for the three and six months ended June 30, 2022, respectively.

These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results.


	Three Months Ended June 30, 2022	Six Months Ended June 30, 2022
	(In $ millions)
Unaudited Consolidated Pro Forma Results
Proforma Net sales	3,397	6,824
Proforma Earnings (loss) from continuing operations before tax	285	597

Nutrinova Joint Venture

On ~~February 17, 2022,~~June 22, 2023, the Company ~~signed~~announced the signing of a definitive agreement with Mitsui & Co., Ltd. ("Mitsui") to form a food ingredients joint venture under the name Nutrinova. The Company will contribute receivables, inventory, property, plant and equipment, certain intangible assets, other assets, other liabilities, technology and employees of its food ingredients business while retaining a 30% stake in the joint venture. Mitsui will acquire ~~a majority of~~ the ~~Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for~~remaining 70% stake at 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 closed on the M&M Acquisition on November 1, 2022. See ~~Note 19~~ ~~for further information.~~

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 "March 2022 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. On September 16, 2022, Celanese, Celanese U.S. and certain subsidiaries entered into an additional term loan credit agreement (the "September 2022 Term Loan Credit Agreement" and, together with the March 2022 Term Loan Credit Agreement, the "Term Loan Credit Agreements"), pursuant to which lenders have committed to provide delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the Term Loan Credit Agreements collectively, the "Term Loan Facility").

Amounts outstanding under the 364-day tranche of the Term Loan Facility 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 Facility and 3-year tranche of the Term Loan Facility 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 Agreements contain certain covenants described in~~ ~~Note 7~~.

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$473 million. The ~~entry into~~parties expect to close the ~~Term Loan Credit Agreements and offerings of USD- and euro-denominated notes reduced availability under the Bridge Facility to zero and the Company terminated the Bridge Facility. See~~ ~~Note 7~~ ~~for further information.~~

~~The Term Loan Facility, subject to the terms and conditions set forth~~transaction in the ~~Term Loan Credit Agreements, together with~~second half of 2023, pending regulatory approvals. The Company will account for its remaining investment in the ~~Acquisition Notes (as defined~~food ingredients business as an equity method investment.

As of June 30, 2023, the food ingredients business, currently included in the Engineered Materials segment, was classified as held for sale and ~~described in~~ ~~Note 7~~)measured and ~~additional debt financing, will be available~~reported at the lower of its carrying amount or fair value less costs to ~~finance the M&M Acquisition, and to pay fees and expenses related thereto.~~sell. The ~~Term Loan Facility is guaranteed by Celanese and domestic subsidiaries representing substantially all of the Company's U.S.~~ assets and ~~business operations (the "Subsidiary Guarantors").~~

~~During the nine months ended September 30, 2022, the Company paid $66 million in fees related to the Bridge Facility commitment, amortizing these fees to interest expense~~liabilities classified as held for sale in the ~~nine months ended September 30, 2022.~~unaudited consolidated balance sheet are as follows:


			As of June 30, 2023
			(In $ millions)
Current assets			83
Goodwill			80
Other long-term assets			48
Assets held for sale			211

Other liabilities			19
Liabilities held for sale			19

Korea Engineering Plastics Co. Restructuring

OnIn April 1, 2022, the Company completed the restructuring of Korea Engineering Plastics Co. ("KEPCO"), a joint venture owned 50% by the Company and 50% by Mitsubishi Gas Chemical Company, Inc. KEPCO was first formed in 1987 to manufacture and market polyoxymethylene ("POM") in Asia, with a particular focus on serving domestic demand in South Korea. KEPCO will now focus solely on manufacturing and supplying high quality products to its ~~stockholders,~~shareholders, who will independently market them globally. As part of the restructuring of KEPCO, the Company paid KEPCO $5 million and will pay 5 equal annual installments of €24 million on October 1 of each year beginning in 2022. This resulted in an increase to the Company's investment in KEPCO of $134 million. The Company's joint venture partner will ~~be making~~make similar payments to KEPCO. The restructuring did not result in a change in ownership percentage of KEPCO, nor a change in control, and KEPCO will continue to be accounted for as an equity method investment.

~~Plant Closures~~

~~• Silao, Mexico~~

In September 2022, the Company announced that it will cease manufacturing operations at the engineered materials compounding facility in Silao, Mexico by the end of 2022, with decommissioning taking place in 2023.

~~The exit and shutdown costs related to this closure are as follows:~~


			Nine Months Ended September 30, 2022
			~~(In $ millions)~~
~~Asset impairments(1)~~			~~(8)~~
~~Restructuring(1)~~			~~(3)~~

~~Accelerated amortization expense~~			~~(3)~~



~~Total~~			~~(14)~~

~~(1)Included in Other (charges) gains, net in the unaudited interim consolidated statement of operations (Note 18~~).

~~The Company expects to incur additional exit and shutdown costs related to Silao, Mexico of approximately $13 million through 2023.~~

4. Inventories


		As of September 30, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)
Finished goods	Finished goods	1,115	1,014	Finished goods	1,632	1,820
Work-in-process	Work-in-process	81	75	Work-in-process	202	202
Raw materials and supplies	Raw materials and supplies	527	435	Raw materials and supplies	680	786
Total	Total	1,723	1,524	Total	2,514	2,808

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5. Goodwill and Intangible Assets, Net

Goodwill


		Engineered Materials	Acetate Tow	Acetyl Chain	Total			Engineered Materials	Acetyl Chain	Total
		(In $ millions)						(In $ millions)
As of December 31, 2021		1,030	149	233	1,412
As of December 31, 2022							As of December 31, 2022	6,775	367	7,142
Acquisitions (Note 3)	Acquisitions (Note 3)	(5)	—	—	(5)	(1)	Acquisitions (Note 3)	8	—	8
Transfer(1)							Transfer(1)	(80)	—	(80)
Exchange rate changes	Exchange rate changes	(80)	(2)	(31)	(113)		Exchange rate changes	(11)	4	(7)
As of September 30, 2022(2)		945	147	202	1,294
As of June 30, 2023(2)							As of June 30, 2023(2)	6,692	371	7,063

(1)Related to ~~the acquisition of Santoprene.~~goodwill reclassified to assets held for sale (Note 3).

(2)There were no accumulated impairment losses as of ~~September 30, 2022.~~

~~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, 2022 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.2023.

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
Acquisitions (Note 3)
— 9 — — 9 (1)
Accumulated impairment losses — (4) — — (4)
Exchange rate changes (3) (96) (2) (1) (102)
As of September 30, 2022 42 905 43 54 1,044
Accumulated Amortization
As of December 31, 2021 (41) (543) (42) (39) (665)
Amortization — (29) (2) (1) (32)
Accumulated impairment losses — 2 — — 2
Exchange rate changes 4 54 2 1 61
As of September 30, 2022 (37) (516) (42) (39) (634)
Net book value 5 389 1 15 410


	Licenses	Customer- Related Intangible Assets	Developed Technology	Covenants Not to Compete and Other	Total
	(In $ millions)
Gross Asset Value
As of December 31, 2022	42	2,455	601	55	3,153


Transfer(1)	—	(58)	(1)	—	(59)
Exchange rate changes	(2)	9	(6)	—	1
As of June 30, 2023	40	2,406	594	55	3,095
Accumulated Amortization
As of December 31, 2022	(39)	(567)	(50)	(40)	(696)
Amortization	—	(63)	(20)	—	(83)
Transfer(1)	—	58	1	—	59
Exchange rate changes	2	(7)	(1)	—	(6)
As of June 30, 2023	(37)	(579)	(70)	(40)	(726)
Net book value	3	1,827	524	15	2,369

(1)~~Represents~~Related to finite-lived intangible assets ~~related~~reclassified to ~~the acquisition of Santoprene.~~assets held for sale (Note 3).

~~Table of~~ ~~Contents~~

Indefinite-lived intangible assets are as follows:


			Trademarks and Trade Names
			(In $ millions)
As of December 31, ~~2021~~2022			~~259~~1,648

Transfer(1)			(14)
Exchange rate changes			~~(24)~~4
As of ~~September~~June 30, ~~2022~~2023			~~235~~1,638

______________________________

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(1)Related to indefinite-lived intangible assets ~~during the nine months ended September 30, 2022 as the estimated fair value of each of the Company's indefinite-lived intangible~~reclassified to assets ~~exceeded the carrying value of the underlying assets by a substantial margin.~~held for sale (Note 3).

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company did not renew or extend any intangible assets.

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


		(In $ millions)		(In $ millions)
2023		39
2024	2024	39	2024	160
2025	2025	39	2025	160
2026	2026	39	2026	160
2027	2027	38	2027	160
2028			2028	160

6. Current Other Liabilities


		As of September 30, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)

Benefit obligations (Note 8)	Benefit obligations (Note 8)	26	26	Benefit obligations (Note 8)	25	25
Customer rebates	Customer rebates	61	96	Customer rebates	88	101
Derivatives (Note 12)	Derivatives (Note 12)	36	5	Derivatives (Note 12)	64	63

Interest (Note 7)	Interest (Note 7)	115	30	Interest (Note 7)	290	265
Legal (Note 14)	Legal (Note 14)	11	33	Legal (Note 14)	25	21
Operating leases	Operating leases	43	37	Operating leases	89	83
Restructuring (Note 18)	Restructuring (Note 18)	3	7	Restructuring (Note 18)	21	6
Salaries and benefits	Salaries and benefits	108	135	Salaries and benefits	132	151
Sales and use tax/foreign withholding tax payable	Sales and use tax/foreign withholding tax payable	39	27	Sales and use tax/foreign withholding tax payable	99	108
Other		113	77
Investment in affiliates				Investment in affiliates	87	79
Other(1)				Other(1)	226	299
Total	Total	555	473	Total	1,146	1,201

____________________________

(1)Includes $115 million and $166 million payable to DuPont related to the M&M Acquisition and transition activities as of June 30, 2023 and December 31, 2022, respectively.

~~Table of~~ ~~Contents~~

7. Debt


		As of September 30, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates	Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates			Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt	Current installments of long-term debt	962	527	Current installments of long-term debt	1,050	506
Short-term borrowings, including amounts due to affiliates(1)	Short-term borrowings, including amounts due to affiliates(1)	15	64	Short-term borrowings, including amounts due to affiliates(1)	250	500

Revolving credit facility(2)		—	200
Revolving credit facilities(2)				Revolving credit facilities(2)	207	300

Total	Total	977	791	Total	1,507	1,306

(1)The weighted average interest rate was ~~3.0%~~4.9% and ~~0.2%~~5.8% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

(2)The weighted average interest rate was ~~0.0%~~3.4% and ~~1.4%~~5.8% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

As of
September 30,
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% 438 509
Senior unsecured notes due 2024, interest rate of 3.500% 499 499
Senior unsecured notes due 2024, interest rate of 5.900% 2,000 —
Senior unsecured notes due 2025, interest rate of 1.250% 292 339
Senior unsecured notes due 2025, interest rate of 6.050% 1,750 —
Senior unsecured notes due 2026, interest rate of 1.400% 400 400
Senior unsecured notes due 2026, interest rate of 4.777% 975 —
Senior unsecured notes due 2027, interest rate of 2.125% 485 564
Senior unsecured notes due 2027, interest rate of 6.165% 2,000 —
Senior unsecured notes due 2028, interest rate of 0.625% 487 566
Senior unsecured notes due 2029, interest rate of 5.337% 488 —
Senior unsecured notes due 2029, interest rate of 6.330% 750 —
Senior unsecured notes due 2032, interest rate of 6.379% 1,000 —
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00% 164 166
Bank loans due at various dates through 2026(1)
4 6
Obligations under finance leases due at various dates through 2054 166 173
Subtotal 12,398 3,722
Unamortized debt issuance costs(2)
(76) (19)
Current installments of long-term debt (962) (527)
Total 11,360 3,176

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	As of June 30, 2023	As of December 31, 2022
	(In $ millions)
Long-Term Debt




Senior unsecured notes due 2023, interest rate of 1.125%	489	480
Senior unsecured notes due 2024, interest rate of 3.500%	500	499
Senior unsecured notes due 2024, interest rate of 5.900%	2,000	2,000
Senior unsecured notes due 2025, interest rate of 1.250%	326	320
Senior unsecured notes due 2025, interest rate of 6.050%	1,750	1,750
Senior unsecured term loan due 2025, interest rate of 6.760%	750	750
Senior unsecured notes due 2026, interest rate of 1.400%	400	400
Senior unsecured notes due 2026, interest rate of 4.777%	1,087	1,067
Senior unsecured notes due 2027, interest rate of 2.125%	541	531
Senior unsecured notes due 2027, interest rate of 6.165%	2,000	2,000
Senior unsecured term loan due 2027, interest rate of 6.760%	1,000	1,000
Senior unsecured notes due 2028, interest rate of 0.625%	543	533
Senior unsecured notes due 2029, interest rate of 5.337%	543	533
Senior unsecured notes due 2029, interest rate of 6.330%	750	750
Senior unsecured notes due 2032, interest rate of 6.379%	1,000	1,000
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%	163	164

Bank loans due at various dates through 2026(1)	4	4
Obligations under finance leases due at various dates through 2054	157	172
Subtotal	14,003	13,953
Unamortized debt issuance costs(2)	(64)	(74)
Current installments of long-term debt	(1,050)	(506)
Total	12,889	13,373

(1)The weighted average interest rate was 1.3% and 1.3% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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

Senior Credit Facilities

OnIn March ~~18,~~2022, Celanese, Celanese U.S. and certain subsidiaries entered into a term loan credit agreement (the "March 2022 U.S. Term Loan Credit Agreement"), pursuant to which lenders provided 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. In September 2022, Celanese, Celanese U.S. and certain subsidiaries entered into an additional term loan credit agreement (the "September 2022 U.S. Term Loan Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement, the "U.S. Term Loan Credit Agreements"), pursuant to which lenders have provided delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the U.S. Term Loan Credit Agreements collectively, the "U.S. Term Loan Facility"). The U.S. Term Loan Facility was fully drawn during the three months ended December 31, 2022.

Also in March 2022, Celanese, Celanese U.S. and certain subsidiaries entered into a new revolving credit agreement (the ~~"New~~"U.S. Revolving Credit Agreement" and, together with the U.S. Term Loan Credit Agreements, the ~~"Credit~~"U.S. Credit Agreements") consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in ~~2027.~~2027 (the "U.S. Revolving Credit Facility").

On February 21, 2023, the Company amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants. The ~~proceeds of a $365 million borrowing under the new senior unsecured revolving credit facility were used to repay and terminate the~~

~~Table of~~ ~~Contents~~

~~Company's existing revolving credit facility. The~~U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. and domestic subsidiaries together representing substantially all of the ~~Subsidiary Guarantors.~~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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On January 4, 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "China Revolving Credit Agreement") to upsize and modify the facility thereunder to consist of an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "China Revolving Credit Facility"). Obligations bear interest at certain fixed and floating rates. The China Revolving Credit Agreement is guaranteed by Celanese U.S.

On January 6, 2023, CSIT entered into a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement," together with the China Revolving Credit Agreement, the "China Credit Agreements, ~~contain~~" and the China Credit Agreements together with the U.S. Credit Agreements, the "Global Credit Agreements"), payable 12 months from withdrawal date and bearing interest at 0.5% less than certain ~~covenants, including~~interbank rates. The loan under the ~~maintenance~~China Working Capital Term Loan Agreement was fully drawn on January 10, 2023 and is supported by a letter of ~~certain financial ratios (subject~~comfort from the Company. The Company expects that the China Credit Agreements will facilitate its efficient repatriation of cash to ~~adjustment following~~ the ~~M&M Acquisition~~U.S. to repay debt and ~~certain other qualifying acquisitions, as set forth in the Credit Agreements), events~~effectively redomicile a portion of ~~default and change of control provisions.~~its U.S. debt to China at a lower average interest rate.

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


			As of ~~September~~June 30, ~~2022~~2023
			(In $ millions)
U.S. Revolving Credit Facility
Borrowings outstanding~~(1)~~			—

Available for borrowing~~(2)~~			1,750
China Revolving Credit Facility
Borrowings outstanding			207
Available for borrowing			34

~~(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 $365 million under its new senior unsecured revolving credit facility during the nine months ended September 30, 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.~~

On November 1, 2022, the Company borrowed $300 million under its senior unsecured revolving credit facility for general corporate purposes, reducing availability of borrowings under the facility to $1.45 billion.

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.

OnIn July ~~14,~~ 2022, Celanese U.S. completed an offering of $7.5 billion aggregate principal amount of notes of various maturities in a public offering registered under the Securities Act (the "Acquisition USD Notes"). OnIn July ~~19,~~ 2022, Celanese U.S. completed an offering of €1.5 billion in aggregate principal amount of euro-denominated senior unsecured notes due in 2026 and 2029 in a public offering registered under the Securities Act (collectively, the "Acquisition Euro Notes" and together with the Acquisition USD Notes, the "Acquisition Notes"). Certain of the Acquisition Notes were issued at a discount to par, which will be amortized to Interest expense in the consolidated ~~statement~~statements of operations over the terms of the applicable Acquisition Notes. Fees and expenses of the offering of the Acquisition Notes, inclusive of underwriting discounts, were $65 million.

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Accounts Receivable Purchasing Facility

InOn June ~~2021,~~1, 2023, 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.~~2025. 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.~~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 ~~$802~~$663 million and $1.1 billion of accounts receivable under this agreement for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~twelve months~~year ended December 31, ~~2021,~~2022, respectively, and collected ~~$802~~$565 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of ~~$130~~$86 million were pledged by the SPE as collateral to the Purchasers as of ~~September~~June 30, ~~2022.~~2023.

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 ~~$228~~$196 million and ~~$230~~$320 million of accounts receivable under these factoring agreements for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~twelve months~~year ended December 31, ~~2021,~~2022, respectively, and collected ~~$234~~$189 million and ~~$185~~$325 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 $41 million and $70 million of accounts receivable under this agreement for the nine months ended September 30, 2022 and twelve months ended December 31, 2021, respectively.

Covenants

The Company's material financing arrangements contain customary covenants, ~~including~~such as events of default and change of control provisions, and in the case of the U.S. Credit Agreements the maintenance of certain financial ratios (subject to adjustment following certain qualifying acquisitions and dispositions, as set forth in the U.S. Credit ~~Agreements), events of default and change of control provisions.~~Agreements, as amended). 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~~in its ~~debt agreements~~material financing arrangements as of ~~September~~June 30, ~~2022.~~2023.

~~Table of~~ ~~Contents~~

8. Benefit Obligations

The components of net periodic benefit cost are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits		Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
		(In $ millions)									(In $ millions)
Service cost	Service cost	3	1	3	—	10	1	10	1	Service cost	2	—	4	—	6	—	7	—
Interest cost	Interest cost	17	—	13	1	50	1	40	1	Interest cost	34	1	16	1	66	1	33	1
Expected return on plan assets	Expected return on plan assets	(42)	—	(51)	—	(125)	—	(154)	—	Expected return on plan assets	(33)	—	(42)	—	(66)	—	(83)	—

Total	Total	(22)	1	(35)	1	(65)	2	(104)	2	Total	3	1	(22)	1	6	1	(43)	1

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Benefit obligation funding is as follows:


		As of September 30, 2022	Total Expected 2022		As of June 30, 2023	Total Expected 2023
		(In $ millions)			(In $ millions)
Cash contributions to defined benefit pension plans	Cash contributions to defined benefit pension plans	17	24	Cash contributions to defined benefit pension plans	13	27
Benefit payments to nonqualified pension plans	Benefit payments to nonqualified pension plans	15	19	Benefit payments to nonqualified pension plans	9	18
Benefit payments to other postretirement benefit plans	Benefit payments to other postretirement benefit plans	2	4	Benefit payments to other postretirement benefit plans	2	4

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

Pension and postretirement benefit plan balances recognized in the unaudited consolidated balance sheets consist ~~of:~~of the following:


		As of September 30, 2022		As of December 31, 2021			As of June 30, 2023		As of December 31, 2022
		Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits		Pension Benefits	Post-retirement Benefits	Pension Benefits	Post-retirement Benefits
		(In $ millions)					(In $ millions)
Noncurrent Other assets	Noncurrent Other assets	288	—	221	—	Noncurrent Other assets	164	—	160	—
Current Other liabilities	Current Other liabilities	(22)	(4)	(22)	(4)	Current Other liabilities	(21)	(3)	(21)	(3)
Benefit obligations	Benefit obligations	(439)	(45)	(504)	(47)	Benefit obligations	(366)	(35)	(372)	(35)
Net amount recognized	Net amount recognized	(173)	(49)	(305)	(51)	Net amount recognized	(223)	(38)	(233)	(38)

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.

~~Table of~~ ~~Contents~~

The components of environmental remediation liabilities are as follows:


		As of September 30, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)
Demerger obligations (Note 14)	Demerger obligations (Note 14)	20	24	Demerger obligations (Note 14)	18	20
Divestiture obligations (Note 14)	Divestiture obligations (Note 14)	13	14	Divestiture obligations (Note 14)	13	14
Active sites	Active sites	11	8	Active sites	20	21
U.S. Superfund sites	U.S. Superfund sites	11	12	U.S. Superfund sites	8	10
Other environmental remediation liabilities	Other environmental remediation liabilities	2	2	Other environmental remediation liabilities	2	2
Total	Total	57	60	Total	61	67

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Remediation

Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites ~~(as defined~~(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 Study 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.

~~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~~18-CV-11273 (MCA) (LDW) (U.S. District Court New Jersey) (the "2018 OCC Lawsuit"), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 2018 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.

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Separately, the United States lodged a Consent Decree in U.S. District Court for the District of New Jersey on December 16, 2022 that will resolve the Company's liability (and that of more than 80 other settling defendants) to the EPA for costs to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site in exchange for a collective payment of $150 million, United States v. Alden Leeds, Inc., No. 2:22-7326 (MCA) (LDW) (U.S. District Court New Jersey) ("Consent Decree Action"). The Consent Decree also will provide the Company protection from contribution claims by others for costs incurred to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site. The Company's proposed payment toward the $150 million collective settlement payment is not material to the Company's results of operations, cash flows or financial position. The Consent Decree is still subject to public comment and court approval.

On March 7, 2023, the U.S. District Court for the District of New Jersey entered an order staying and administratively terminating the 2018 OCC Lawsuit, pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. On March 24, 2023, OCC filed a new lawsuit against 40 parties, including a subsidiary of the Company, seeking to recover costs for remedial design work the EPA has ordered OCC to undertake for a portion of the LPRSA at an estimated cost of $71 million, Occidental Chemical Corporation v. Givaudan Fragrances Corporation, No. 2:23-cv-1699 (U.S. District Court New Jersey) (the "2023 OCC Lawsuit"). Like the earlier lawsuit, the 2023 OCC Lawsuit concerns the facility Essex County, New Jersey purchased and for which Essex County, New Jersey has agreed to defend and indemnify the Company. This new lawsuit does not change the Company's estimated liability for LPRSA cleanup costs.

The Company iswill continue to vigorously ~~defending~~defend these matters and ~~currently estimates~~continues to believe that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, ispreviously estimated at 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. The Company expects the settlement will be memorialized in a Consent Decree lodged with the U.S. District Court for the District of New Jersey prior to the end of the calendar year.material.

Other Environmental Matters

In April 2022, a methanol leak on a pipeline to our Bishop, Texas facility was discovered. The release has been contained, the leak has been repaired and the pipeline has resumed operation. The Company promptly disclosed the incident to state and federal authorities, including the Texas Commission on Environmental Quality and the EPA, and remediation activities are ~~cooperating in ongoing remediation activities.~~now completed. While the Company has not received a notice of violation nor been assessed any fines or penalties to date, the Company recorded a reserve in Other current liabilities based on anticipated clean-up costs and possible penalties to state or federal authorities. The Company does not believe that resolution of this matter will have a material impact on our financial condition or results of operations.

10. ~~Stockholders'~~Shareholders' 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~~Global Credit Agreements 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 $0.70 per share on its Common Stock on ~~October~~July 19, ~~2022,~~2023, amounting to $76 million. The cash dividend will be paid on ~~November~~August 14, ~~2022~~2023 to holders of record as of ~~October~~July 31, ~~2022.~~2023.

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.

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Nine Months Ended
September 30, Total From
February 2008
Through
September 30, 2022
2022 2021
Shares repurchased — 5,332,727 69,324,429
Average purchase price per share $ — $ 150.02 $ 83.71
Shares repurchased (in $ millions) $ — $ 800 $ 5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions) $ — $ 1,000 $ 6,866


	Total From February 2008 Through June 30, 2023

Shares repurchased		69,324,429
Average purchase price per share		$	83.71
Shares repurchased (in $ millions)		$	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'~~shareholders' equity.

The Company did not repurchase any Common Stock during the six months ended June 30, 2023 or 2022.

Other Comprehensive Income (Loss), Net


		Three Months Ended September 30,							Three Months Ended June 30,
		2022			2021				2023			2022
		Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount		Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
		(In $ millions)							(In $ millions)

Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	3	(52)	(49)	(6)	(9)	(15)	Foreign currency translation gain (loss)	(214)	13	(201)	(107)	(24)	(131)
Gain (loss) on cash flow hedges	Gain (loss) on cash flow hedges	(15)	4	(11)	1	(16)	(15)	Gain (loss) on cash flow hedges	(1)	1	—	33	(7)	26

Pension and postretirement benefits gain (loss)								Pension and postretirement benefits gain (loss)	—	1	1	—	—	—
Total	Total	(12)	(48)	(60)	(5)	(25)	(30)	Total	(215)	15	(200)	(74)	(31)	(105)


		Nine Months Ended September 30,							Six Months Ended June 30,
		2022			2021				2023			2022
		Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount		Gross Amount	Income Tax (Provision) Benefit	Net Amount	Gross Amount	Income Tax (Provision) Benefit	Net Amount
		(In $ millions)							(In $ millions)

Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	(119)	(82)	(201)	3	(15)	(12)	Foreign currency translation gain (loss)	(218)	30	(188)	(122)	(30)	(152)
Gain (loss) on cash flow hedges	Gain (loss) on cash flow hedges	37	(7)	30	41	(25)	16	Gain (loss) on cash flow hedges	3	1	4	52	(11)	41
Pension and postretirement benefits gain (loss)	Pension and postretirement benefits gain (loss)	2	—	2	(4)	—	(4)	Pension and postretirement benefits gain (loss)	(1)	1	—	2	—	2
Total	Total	(80)	(89)	(169)	40	(40)	—	Total	(216)	32	(184)	(68)	(41)	(109)

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		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)					(In $ millions)
As of December 31, 2021		(271)	(43)	(15)	(329)
As of December 31, 2022						As of December 31, 2022	(488)	(22)	(8)	(518)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(119)	54	2	(63)	Other comprehensive income (loss) before reclassifications	(218)	(2)	(1)	(221)
Amounts reclassified from accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)	—	(17)	—	(17)	Amounts reclassified from accumulated other comprehensive income (loss)	—	5	—	5
Income tax (provision) benefit	Income tax (provision) benefit	(82)	(7)	—	(89)	Income tax (provision) benefit	30	1	1	32
As of September 30, 2022		(472)	(13)	(13)	(498)
As of June 30, 2023						As of June 30, 2023	(676)	(18)	(8)	(702)

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11. Income Taxes

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In percentages)
Effective income tax rate 40 16 24 18


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
	(In percentages)
Effective income tax rate	(2)	20	6	19

The effective income tax rate for the three ~~and nine~~ months ended ~~September~~June 30, ~~2022,~~2023 was ~~higher~~lower compared to the same ~~periods~~period in ~~2021,~~2022, primarily due to ~~increases~~decreased earnings in high taxed jurisdictions related to current demand conditions and a decrease in valuation allowances on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward ~~period and increases in tax reserves related to ongoing~~period. The effective income tax ~~examinations, each during~~rate for the ~~three~~six months ended ~~September~~June 30, 2023 was lower compared to the same period in 2022, ~~and increased year~~primarily due to ~~date~~decreased earnings in high taxed jurisdictions ~~for the nine months ended September 30, 2022.~~related to current demand conditions.

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~~2018. There have been no material proposed or final regulatory packages during 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 ninethree months ended ~~September~~June 30, 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.2023.

In August of 2022, the Inflation Reduction Act (the "IRA") was enacted and included a 1% excise tax on share repurchases in excess of $1 million, and a corporate minimum tax of 15% on adjusted book earnings. The corporate minimum tax paid is creditable in future years to the extent that regular tax liability exceeds the minimum tax in any given year. The Company does not expect these provisions ~~will~~and any newly issued administrative guidance to have a material impact to future income tax expense. The IRA also provides various beneficial credits for energy efficient related manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which the Company is evaluating in ~~regard~~regards to planned projects.

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~~or benefit 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.~~credit carryforwards. The Company is currently evaluating tax planning strategies ~~that would allow utilization~~to enable the use of the Company's foreign tax credit ~~carryforwards. Implementation of these strategies in future periods could reduce the level of valuation allowance~~carryforwards that ~~is needed, thereby decreasing~~may decrease the Company's effective tax ~~rate.~~rate in future periods as the valuation allowance is reversed.

The Company's tax returns ~~are~~have been under joint audit for the years 2013 through 2015 by the United States, 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~~proposed to apply these adjustments to open tax years through 2019. The Company and the Authorities were unable to reach an agreement jointly and therefore the audits continued on a separate jurisdictional basis. In the fourth quarter of 2022, the Company concluded settlement discussions with the Dutch tax authorities. The Company is engaged in discussions with the ~~Authorities to~~other authorities regarding the ongoing examinations and will evaluate the proposals. During the three months ended September 30, 2022, the Company recorded additional tax reserves of $25 million for years prior to 2022 based on unilateral discussions with one of the relevant authorities. The Company is currently evaluating all additional potential ~~remedies.~~remedies as the discussions progress.

In addition, the Company's income tax returns in Mexico are under audit for the year 2018, and in Canada for the years 2016 through 2018. In January 2022, the Mexico tax authorities issued preliminary findings for disallowance of operating expenses on several of the applicable tax returns. The Company has analyzed the preliminary findings, engaged in preliminary discussions with the Mexico tax authorities and has recorded the appropriate tax reserves as of June 30, 2023. The Company will continue discussions with the Mexico authorities in 2023. Related to Canada, the Company is in ongoing discussions regarding the audit findings with the Canadian authorities and does not expect a material impact to income tax expense.

As of ~~September~~June 30, ~~2022,~~2023, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the ~~joint examination.~~examinations by government authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised byin the ~~Authorities~~audits described above are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its ~~position,~~positions, 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 income tax returns in Mexico are under audit for the years 2017 and 2018, and in Canada for the years 2016 through 2018. 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 analyzed the preliminary findings and does not

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expect any material impact to income tax expense. Related to Canada, the Company is discussing preliminary findings with the Canadian authorities and does not expect a material impact to income tax expense.

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
September 30,
2022 As of
December 31,
2021
(In € millions)
Total 6,017 1,653


	As of June 30, 2023	As of December 31, 2022
	(In € millions)
Total	5,591	5,639

Concurrently with the offering of the Acquisition USD Notes in July 2022 (Note 7), the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the Acquisition USD Notes into a euro-denominated borrowing at prevailing euro interest rates, maturing on July 15, 2027 and July 15, 2032, respectively. The swaps and €1.5 billion of the Acquisition Euro Notes qualify and have been designated as net investment hedges of the Company's foreign currency exchange rate exposure on the net investments of certain of its euro-denominated subsidiaries.

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,
2022 As of
December 31,
2021
(In $ millions)
Total 686 663


	As of June 30, 2023	As of December 31, 2022
	(In $ millions)
Total	1,715	1,314

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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)				Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)
		Three Months Ended September 30,				Statement of Operations Classification		Three Months Ended June 30,				Statement of Operations Classification
		2022	2021	2022	2021			2023	2022	2023	2022
		(In $ millions)						(In $ millions)
Designated as Cash Flow Hedges	Designated as Cash Flow Hedges						Designated as Cash Flow Hedges
Commodity swaps	Commodity swaps	(9)	10	11	(1)	Cost of sales	Commodity swaps	(7)	42	—	11	Cost of sales
Interest rate swaps	Interest rate swaps	—	(7)	(1)	(1)	Interest expense	Interest rate swaps	—	—	(2)	(2)	Interest expense

Foreign currency forwards	Foreign currency forwards	2	—��	—	—	Cost of sales	Foreign currency forwards	2	—	(1)	—	Cost of sales
Total	Total	(7)	3	10	(2)		Total	(5)	42	(3)	9

Designated as Net Investment Hedges	Designated as Net Investment Hedges						Designated as Net Investment Hedges
Foreign currency denominated debt (Note 7)	Foreign currency denominated debt (Note 7)	148	37	—	—	N/A	Foreign currency denominated debt (Note 7)	(5)	93	—	—	N/A
Cross-currency swaps	Cross-currency swaps	90	10	—	—	N/A	Cross-currency swaps	(74)	25	—	—	N/A

Total	Total	238	47	—	—		Total	(79)	118	—	—

Not Designated as Hedges	Not Designated as Hedges						Not Designated as Hedges

Foreign currency forwards and swaps	Foreign currency forwards and swaps	—	—	(8)	(2)	Foreign exchange gain (loss), net; Other income (expense), net	Foreign currency forwards and swaps	—	—	(1)	(3)	Foreign exchange gain (loss), net; Other income (expense), net
Total	Total	—	—	(8)	(2)		Total	—	—	(1)	(3)


		Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)				Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)
		Nine Months Ended September 30,				Statement of Operations Classification		Six Months Ended June 30,				Statement of Operations Classification
		2022	2021	2022	2021			2023	2022	2023	2022
		(In $ millions)						(In $ millions)
Designated as Cash Flow Hedges	Designated as Cash Flow Hedges						Designated as Cash Flow Hedges
Commodity swaps	Commodity swaps	50	33	22	(1)	Cost of sales	Commodity swaps	(7)	59	1	11	Cost of sales
Interest rate swaps	Interest rate swaps	—	10	(5)	(1)	Interest expense	Interest rate swaps	—	—	(4)	(4)	Interest expense

Foreign currency forwards	Foreign currency forwards	2	—	—	—	Cost of sales	Foreign currency forwards	4	—	(2)	—	Cost of sales
Total	Total	52	43	17	(2)		Total	(3)	59	(5)	7

Designated as Net Investment Hedges	Designated as Net Investment Hedges						Designated as Net Investment Hedges
Foreign currency denominated debt (Note 7)	Foreign currency denominated debt (Note 7)	269	72	—	—	N/A	Foreign currency denominated debt (Note 7)	(61)	121	—	—	N/A
Cross-currency swaps	Cross-currency swaps	117	21	—	—	N/A	Cross-currency swaps	(93)	27	—	—	N/A

Total	Total	386	93	—	—		Total	(154)	148	—	—

Not Designated as Hedges	Not Designated as Hedges						Not Designated as Hedges

Foreign currency forwards and swaps	Foreign currency forwards and swaps	—	—	(12)	(6)	Foreign exchange gain (loss), net; Other income (expense), net	Foreign currency forwards and swaps	—	—	1	(4)	Foreign exchange gain (loss), net; Other income (expense), net
Total	Total	—	—	(12)	(6)		Total	—	—	1	(4)

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.

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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, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)
Derivative Assets	Derivative Assets			Derivative Assets
Gross amount recognized	Gross amount recognized	227	40	Gross amount recognized	156	169
Gross amount offset in the consolidated balance sheets	Gross amount offset in the consolidated balance sheets	—	—	Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	Net amount presented in the consolidated balance sheets	227	40	Net amount presented in the consolidated balance sheets	156	169
Gross amount not offset in the consolidated balance sheets	Gross amount not offset in the consolidated balance sheets	2	2	Gross amount not offset in the consolidated balance sheets	17	16
Net amount	Net amount	225	38	Net amount	139	153


		As of September 30, 2022	As of December 31, 2021		As of June 30, 2023	As of December 31, 2022
		(In $ millions)			(In $ millions)
Derivative Liabilities	Derivative Liabilities			Derivative Liabilities
Gross amount recognized	Gross amount recognized	36	5	Gross amount recognized	279	189
Gross amount offset in the consolidated balance sheets	Gross amount offset in the consolidated balance sheets	—	—	Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	Net amount presented in the consolidated balance sheets	36	5	Net amount presented in the consolidated balance sheets	279	189
Gross amount not offset in the consolidated balance sheets	Gross amount not offset in the consolidated balance sheets	2	2	Gross amount not offset in the consolidated balance sheets	17	16
Net amount	Net amount	34	3	Net amount	262	173

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.

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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, 2022
Derivatives Designated as Cash Flow Hedges
Commodity swaps — 16 16 Current Other assets
Commodity swaps — 43 43 Noncurrent Other assets
Foreign currency forwards and swaps — 1 1 Current Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps — 77 77 Current Other assets
Cross-currency swaps — 84 84 Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps — 6 6 Current Other assets
Total assets — 227 227
Derivatives Designated as Cash Flow Hedges
Commodity swaps — (3) (3) Current Other liabilities
Derivatives Designated as Net Investment Hedges
Cross-currency swaps — (27) (27) Current Other liabilities
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps — (6) (6) Current Other liabilities
Total liabilities — (36) (36)

Fair Value Measurement

Significant Other Observable Inputs
(Level 2)

Balance Sheet Classification

(In $ millions)

As of June 30, 2023

Derivatives Designated as Cash Flow Hedges

Commodity swaps

Current Other assets

Commodity swaps

Noncurrent Other assets

Foreign currency forwards and swaps

Current Other assets

Derivatives Designated as Net Investment Hedges

Cross-currency swaps

101

Current Other assets

Derivatives Not Designated as Hedges

Foreign currency forwards and swaps

Current Other assets

Total assets

156

Derivatives Designated as Net Investment Hedges

Cross-currency swaps

(60)

Current Other liabilities

Cross-currency swaps

(207)

Noncurrent Other liabilities

Derivatives Not Designated as Hedges

Foreign currency forwards and swaps

(4)

Current Other liabilities

Foreign currency forwards and swaps

(8)

Noncurrent Other liabilities

Total liabilities

(279)

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)

Fair Value Measurement

Significant Other Observable Inputs
(Level 2)

Balance Sheet Classification

(In $ millions)

As of December 31, 2022

Derivatives Designated as Cash Flow Hedges

Commodity swaps

Current Other assets

Commodity swaps

Noncurrent Other assets

Derivatives Designated as Net Investment Hedges

Cross-currency swaps

Current Other assets

Cross-currency swaps

Noncurrent Other assets

Derivatives Not Designated as Hedges

Foreign currency forwards and swaps

Current Other assets

Total assets

169

Derivatives Designated as Cash Flow Hedges

Commodity swaps

(2)

Current Other liabilities

Derivatives Designated as Net Investment Hedges

Cross-currency swaps

(58)

Current Other liabilities

Cross-currency swaps

(126)

Noncurrent Other liabilities

Derivatives Not Designated as Hedges

Foreign currency forwards and swaps

(3)

Current Other liabilities

Total liabilities

(189)

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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					Fair Value Measurement
		Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total		Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
		(In $ millions)					(In $ millions)
As of September 30, 2022
As of June 30, 2023						As of June 30, 2023
Equity investments without readily determinable fair values	Equity investments without readily determinable fair values	170	—	—	—	Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	Insurance contracts in nonqualified trusts	24	24	—	24	Insurance contracts in nonqualified trusts	21	21	—	21
Long-term debt, including current installments of long-term debt	Long-term debt, including current installments of long-term debt	12,398	11,467	166	11,633	Long-term debt, including current installments of long-term debt	14,003	13,650	157	13,807
As of December 31, 2021
As of December 31, 2022						As of December 31, 2022
Equity investments without readily determinable fair values	Equity investments without readily determinable fair values	170	—	—	—	Equity investments without readily determinable fair values	170	—	—	—
Insurance contracts in nonqualified trusts	Insurance contracts in nonqualified trusts	28	28	—	28	Insurance contracts in nonqualified trusts	22	23	—	23
Long-term debt, including current installments of long-term debt	Long-term debt, including current installments of long-term debt	3,722	3,639	173	3,812	Long-term debt, including current installments of long-term debt	13,953	13,247	172	13,419

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~~June 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, 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. Cash and cash equivalents includes $2.9 billion of U.S. treasury bills purchased during the three months ended September 30, 2022, which will be held to maturity. Unrealized gains and losses on the U.S. treasury bills were not significant as of September 30, 2022 and therefore, the amortized cost of the U.S. treasury bills approximated their fair value. 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).

~~Table of~~ ~~Contents~~

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

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payments under the divestiture agreements as of ~~September~~June 30, ~~2022~~2023 are ~~$106~~$110 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 ~~$125~~$116 million as of ~~September~~June 30, ~~2022.~~2023. 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~~June 30, ~~2022,~~2023, the Company had unconditional purchase obligations of ~~$4.0~~$4.1 billion, of which ~~extend~~$355 million will be paid in 2023, $665 million in 2024, $558 million in 2025, $436 million in 2026, $355 million in 2027 and the balance thereafter 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,~~shareholders, 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.

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15. Segment Information


		Engineered Materials	Acetate Tow	Acetyl Chain	Other Activities	Eliminations		Consolidated			Engineered Materials	Acetyl Chain	Other Activities	Eliminations		Consolidated
		(In $ millions)									(In $ millions)
		Three Months Ended September 30, 2022									Three Months Ended June 30, 2023
Net sales	Net sales	929	135	1,274	—	(37)	(1)	2,301		Net sales	1,585	1,233	—	(23)	(1)	2,795
Other (charges) gains, net (Note 18)	Other (charges) gains, net (Note 18)	(14)	—	—	(1)	—		(15)		Other (charges) gains, net (Note 18)	(8)	—	(2)	—		(10)
Operating profit (loss)	Operating profit (loss)	114	(3)	315	(118)	—		308		Operating profit (loss)	158	295	(118)	—		335
Equity in net earnings (loss) of affiliates	Equity in net earnings (loss) of affiliates	69	—	1	3	—		73		Equity in net earnings (loss) of affiliates	18	2	3	—		23
Depreciation and amortization	Depreciation and amortization	43	10	43	4	—		100		Depreciation and amortization	112	54	6	—		172
Capital expenditures	Capital expenditures	34	9	65	15	—		123	(2)	Capital expenditures	58	67	27	—		152	(2)
		Three Months Ended September 30, 2021									Three Months Ended June 30, 2022
Net sales	Net sales	684	128	1,489	—	(35)	(1)	2,266		Net sales	948	1,559	—	(21)	(1)	2,486
Other (charges) gains, net (Note 18)	Other (charges) gains, net (Note 18)	—	—	1	(1)	—		—		Other (charges) gains, net (Note 18)	1	—	—	—		1
Operating profit (loss)	Operating profit (loss)	91	12	517	(84)	—		536		Operating profit (loss)	166	428	(111)	—		483
Equity in net earnings (loss) of affiliates	Equity in net earnings (loss) of affiliates	39	—	1	4	—		44		Equity in net earnings (loss) of affiliates	53	3	4	—		60
Depreciation and amortization	Depreciation and amortization	35	10	44	4	—		93		Depreciation and amortization	45	52	6	—		103
Capital expenditures	Capital expenditures	36	10	73	4	—		123	(2)	Capital expenditures	35	87	10	—		132	(2)

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

(2)Includes an increase in accrued capital expenditures of $7 million and $8 million for the three months ended June 30, 2023 and 2022, respectively.


	Engineered Materials	Acetyl Chain	Other Activities	Eliminations		Consolidated
	(In $ millions)
	Six Months Ended June 30, 2023
Net sales	3,215	2,483	—	(50)	(1)	5,648
Other (charges) gains, net (Note 18)	(29)	(1)	(3)	—		(33)
Operating profit (loss)	270	573	(257)	—		586
Equity in net earnings (loss) of affiliates	29	3	6	—		38
Depreciation and amortization	224	108	12	—		344
Capital expenditures	103	118	39	—		260	(2)
	As of June 30, 2023
Goodwill and intangible assets, net	10,646	424	—	—		11,070
Total assets	18,146	5,589	1,914	—		25,649
	Six Months Ended June 30, 2022
Net sales	1,858	3,211	—	(45)	(1)	5,024

Operating profit (loss)	290	931	(207)	—		1,014
Equity in net earnings (loss) of affiliates	102	7	7	—		116
Depreciation and amortization	91	108	10	—		209
Capital expenditures	65	157	24	—		246	(2)
	As of December 31, 2022
Goodwill and intangible assets, net	10,826	421	—	—		11,247
Total assets	20,611	5,471	190	—		26,272

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

(2)Includes a decrease in accrued capital expenditures of ~~$16~~$49 million and ~~an increase of $21~~$15 million for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Table of Contents

Engineered
Materials Acetate Tow Acetyl
Chain Other
Activities Eliminations Consolidated
(In $ millions)
Nine Months Ended September 30, 2022
Net sales 2,787 379 4,268 — (109) (1) 7,325
Other (charges) gains, net (Note 18)
(14) — — (1) — (15)
Operating profit (loss) 404 — 1,243 (325) — 1,322
Equity in net earnings (loss) of affiliates 171 — 8 10 — 189
Depreciation and amortization 134 31 130 14 — 309
Capital expenditures 99 26 205 39 — 369 (2)
As of September 30, 2022
Goodwill and intangible assets, net 1,544 152 243 — — 1,939
Total assets 5,672 1,202 4,307 10,156 — 21,337
Nine Months Ended September 30, 2021
Net sales 2,011 385

3,954

— (88) (1) 6,262
Other (charges) gains, net (Note 18)
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 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 $31 million and an increase of $5 million for the nine months ended September 30, 2022 and 2021, respectively.~~

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 ~~September~~June 30, ~~2022,~~2023, the Company had $1.3 billion of remaining performance obligations related to take-or-pay contracts. The Company expects to recognize approximately ~~$86~~$272 million of its remaining performance obligations as Net sales in ~~2022, $348~~2023, $481 million in ~~2023, $351~~2024, $324 million in ~~2024~~2025 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 ~~September~~June 30, ~~2022.~~2023.

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'~~customer's 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.

~~Table of~~ ~~Contents~~

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 acetate tow, intermediate chemistry, 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 September 30,		Nine Months Ended September 30,					Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021	2023	2022		2023	2022
		(In $ millions)							(In $ millions)
Engineered Materials	Engineered Materials							Engineered Materials
North America	North America	292	194	865	546			North America	471	284	950	573
Europe and Africa	Europe and Africa	355	282	1,112	882			Europe and Africa	519	380	1,079	757
Asia-Pacific	Asia-Pacific	256	185	733	518			Asia-Pacific	554	256	1,102	477
South America	South America	26	23	77	65			South America	41	28	84	51
Total	Total	929	684	2,787	2,011			Total	1,585	948	3,215	1,858

Acetate Tow
North America		24	24	75	77
Europe and Africa		65	64	181	204
Asia-Pacific		44	39	118	99
South America		2	1	5	5
Total		135	128	379	385

Acetyl Chain	Acetyl Chain							Acetyl Chain
North America	North America	437	405	1,262	1,046			North America	361	451	726	876
Europe and Africa	Europe and Africa	396	458	1,417	1,188			Europe and Africa	437	545	897	1,137
Asia-Pacific	Asia-Pacific	357	540	1,354	1,530			Asia-Pacific	379	510	746	1,071
South America	South America	47	51	126	102			South America	33	32	64	82
Total(1)	Total(1)	1,237	1,454	4,159	3,866			Total(1)	1,210	1,538	2,433	3,166

(1)Excludes intersegment sales of ~~$37~~$23 million and ~~$35~~$21 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Excludes intersegment sales of ~~$109~~$50 million and ~~$88~~$45 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

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17. Earnings (Loss) Per Share


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
		(In $ millions, except share data)					(In $ millions, except share data)
Amounts attributable to Celanese Corporation	Amounts attributable to Celanese Corporation					Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations	192	519	1,134	1,384	Earnings (loss) from continuing operations	219	440	313	942
Earnings (loss) from discontinued operations	Earnings (loss) from discontinued operations	(1)	(13)	(7)	(18)	Earnings (loss) from discontinued operations	1	(6)	(2)	(6)
Net earnings (loss)	Net earnings (loss)	191	506	1,127	1,366	Net earnings (loss)	220	434	311	936

Weighted average shares - basic	Weighted average shares - basic	108,428,982	110,532,051	108,336,574	112,101,651	Weighted average shares - basic	108,886,678	108,392,155	108,761,071	108,289,603
Incremental shares attributable to equity awards(1)	Incremental shares attributable to equity awards(1)	636,988	512,507	822,258	597,646	Incremental shares attributable to equity awards(1)	419,653	731,194	520,293	868,452
Weighted average shares - diluted	Weighted average shares - diluted	109,065,970	111,044,558	109,158,832	112,699,297	Weighted average shares - diluted	109,306,331	109,123,349	109,281,364	109,158,055

(1)Excludes ~~181,027~~options to purchase 242,421 and 0 shares of Common Stock for the three months ended June 30, 2023 and 2022, respectively, and 164,739 and 0 shares of Common Stock for the six months ended June 30, 2023 and 2022, respectively, as their effect would have been antidilutive. Excludes 102,773 and 107,287 equity award shares for the three months ended ~~September~~June 30, 2023 and 2022, respectively, and ~~2021, respectfully, as their effect would have been antidilutive. Excludes 149,272~~46,008 and 6782,887 equity award shares for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, respectfully,~~respectively, as their effect would have been antidilutive.

18. Other (Charges) Gains, Net


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
		(In $ millions)					(In $ millions)
Restructuring(1)	Restructuring(1)	(3)	(1)	(3)	(5)	Restructuring(1)	(10)	1	(33)	—

Asset impairments		(12)	—	(12)	(2)
Plant/office closures		—	1	—	10

Total	Total	(15)	—	(15)	3	Total	(10)	1	(33)	—

(1)Includes employee termination benefits primarily related to Company-wide business optimization projects during the three and six months ended June 30, 2023.

~~19. Subsequent Events~~

~~On November 1, 2022, the Company completed the M&M Acquisition pursuant to a definitive agreement entered into on February 17, 2022 between the Company and DuPont de Nemours, Inc.~~ The ~~M&M Acquisition was completed for $11.0 billion in cash, subject to transaction adjustments (the "Purchase Price"). The acquired operations will be included~~changes in the ~~Engineered Materials~~restructuring liabilities by business segment (~~Note 3). The Company has not presented a purchase price allocation related to the fair values of assets acquired and liabilities assumed because the initial accounting for the acquisition was incomplete~~are as ~~of the issuance date of the financial statements. The Purchase Price was funded using net proceeds from the sale of the Acquisition Notes, the Term Loan Facility and cash on hand.~~follows:


	Engineered Materials	Acetyl Chain	Other	Total
	(In $ millions)
Employee Termination Benefits
As of December 31, 2022	4	1	1	6
Additions	29	1	3	33
Cash payments	(14)	(1)	(3)	(18)


As of June 30, 2023	19	1	1	21

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese 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~~2022 filed on February ~~10, 2022~~24, 2023 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual ~~Reporting~~Report on Form 10-K ("~~2021~~2022 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, 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~~2022 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~~2022 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 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, logistics costs and other costs on to customers or otherwise improve margins through price increases;

•the accuracy or inaccuracy of our beliefs or assumptions regarding anticipated benefits of the acquisition (the "M&M Acquisition") by us of the majority of the Mobility & Materials business (the "M&M Business") of DuPont de Nemours, Inc. ("DuPont")~~, including as a result of the performance of the M&M Business between signing and closing of the M&M Acquisition;~~;

•the possibility that we will not be able to realize all of the anticipated improvements in the M&M Business's financial performance – including optimizing pricing, currency mix and inventory – or realize all of the anticipated benefits of the M&M Acquisition, including synergies and growth opportunities, within the anticipated timeframe or at all, whether as a ~~result of difficulties~~

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result of difficulties arising from the operation or integration of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;

•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;

•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;

•diversion of management's attention from ongoing business operations and opportunities and other disruption caused by the M&M Acquisition and the integration processes and their impact on our existing business and relationships;

•risks and costs associated with increased leverage from the M&M Acquisition, including increased interest expense and potential reduction of business and strategic flexibility;

•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;

•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;

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

•the ability to identify desirable potential acquisition ~~targets~~or divestiture opportunities and to complete ~~and integrate acquisition or investment~~such transactions, including obtaining regulatory approvals, consistent with our strategy;

•market acceptance of our products and technology;

•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain 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 the United States and 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;~~

•~~the extent to which resurgences~~change 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;other sustainability matters;

•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.

~~Table of~~ ~~Contents~~

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.

Table of Contents

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, medical, consumer ~~and medical,~~electronics, 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.

~~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. We closed on the M&M Acquisition on November 1, 2022. See~~ ~~Note 19 - Subsequent Events~~ ~~in the accompanying unaudited interim consolidated financial statements for further information.~~

~~Table of~~ ~~Contents~~

Results of Operations

Financial Highlights


		Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
		2022		2021		Change	2022		2021		Change		2023		2022		Change	2023		2022		Change
		(unaudited)											(unaudited)
		(In $ millions, except percentages)											(In $ millions, except percentages)
Statement of Operations Data	Statement of Operations Data											Statement of Operations Data
Net sales	Net sales	2,301		2,266		35	7,325		6,262		1,063	Net sales	2,795		2,486		309	5,648		5,024		624
Gross profit	Gross profit	546		715		(169)	1,996		1,961		35	Gross profit	686		705		(19)	1,317		1,450		(133)
Selling, general and administrative ("SG&A") expenses	Selling, general and administrative ("SG&A") expenses	(184)		(165)		(19)	(555)		(463)		(92)	Selling, general and administrative ("SG&A") expenses	(274)		(197)		(77)	(559)		(371)		(188)
Other (charges) gains, net	Other (charges) gains, net	(15)		—		(15)	(15)		3		(18)	Other (charges) gains, net	(10)		1		(11)	(33)		—		(33)
Operating profit (loss)	Operating profit (loss)	308		536		(228)	1,322		1,429		(107)	Operating profit (loss)	335		483		(148)	586		1,014		(428)
Equity in net earnings (loss) of affiliates	Equity in net earnings (loss) of affiliates	73		44		29	189		110		79	Equity in net earnings (loss) of affiliates	23		60		(37)	38		116		(78)
Non-operating pension and other postretirement employee benefit (expense) income	Non-operating pension and other postretirement employee benefit (expense) income	25		37		(12)	74		113		(39)	Non-operating pension and other postretirement employee benefit (expense) income	(2)		25		(27)	(1)		49		(50)
Interest expense	Interest expense	(154)		(21)		(133)	(237)		(70)		(167)	Interest expense	(182)		(48)		(134)	(364)		(83)		(281)

Interest income	Interest income	34		2		32	36		7		29	Interest income	7		1		6	15		2		13
Dividend income - equity investments	Dividend income - equity investments	30		35		(5)	103		114		(11)	Dividend income - equity investments	31		36		(5)	65		73		(8)
Earnings (loss) from continuing operations before tax	Earnings (loss) from continuing operations before tax	321		622		(301)	1,491		1,691		(200)	Earnings (loss) from continuing operations before tax	216		554		(338)	337		1,170		(833)

Earnings (loss) from continuing operations	Earnings (loss) from continuing operations	194		520		(326)	1,140		1,388		(248)	Earnings (loss) from continuing operations	220		442		(222)	316		946		(630)
Earnings (loss) from discontinued operations	Earnings (loss) from discontinued operations	(1)		(13)		12	(7)		(18)		11	Earnings (loss) from discontinued operations	1		(6)		7	(2)		(6)		4
Net earnings (loss)	Net earnings (loss)	193		507		(314)	1,133		1,370		(237)	Net earnings (loss)	221		436		(215)	314		940		(626)
Net earnings (loss) attributable to Celanese Corporation	Net earnings (loss) attributable to Celanese Corporation	191		506		(315)	1,127		1,366		(239)	Net earnings (loss) attributable to Celanese Corporation	220		434		(214)	311		936		(625)
Other Data	Other Data											Other Data
Depreciation and amortization	Depreciation and amortization	100		93		7	309		274		35	Depreciation and amortization	172		103		69	344		209		135
SG&A expenses as a percentage of Net sales	SG&A expenses as a percentage of Net sales	8.0	%	7.3	%		7.6	%	7.4	%		SG&A expenses as a percentage of Net sales	9.8	%	7.9	%		9.9	%	7.4	%
Operating margin(1)	Operating margin(1)	13.4	%	23.7	%		18.0	%	22.8	%		Operating margin(1)	12.0	%	19.4	%		10.4	%	20.2	%

Other (charges) gains, net	Other (charges) gains, net											Other (charges) gains, net
Restructuring	Restructuring	(3)		(1)		(2)	(3)		(5)		2	Restructuring	(10)		1		(11)	(33)		—		(33)

Asset impairments		(12)		—		(12)	(12)		(2)		(10)
Plant/office closures		—		1		(1)	—		10		(10)

Total Other (charges) gains, net	Total Other (charges) gains, net	(15)		—		(15)	(15)		3		(18)	Total Other (charges) gains, net	(10)		1		(11)	(33)		—		(33)

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

As of
September 30,
2022 As of
December 31,
2021
(unaudited)
(In $ millions)
Balance Sheet Data
Cash and cash equivalents 9,671 536
Short-term borrowings and current installments of long-term debt - third party and affiliates 977 791
Long-term debt, net of unamortized deferred financing costs 11,360 3,176
Total debt 12,337 3,967

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	As of June 30, 2023	As of December 31, 2022
	(unaudited)
	(In $ millions)
Balance Sheet Data
Cash and cash equivalents	1,296	1,508

Short-term borrowings and current installments of long-term debt - third party and affiliates	1,507	1,306
Long-term debt, net of unamortized deferred financing costs	12,889	13,373
Total debt	14,396	14,679

Factors Affecting Business Segment Net Sales

The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022


		Volume	Price	Currency	Other	Total		Volume	Price	Currency	Total
		(unaudited)						(unaudited)
		(In percentages)						(In percentages)
Engineered Materials	Engineered Materials	23	25	(12)	—	36	Engineered Materials	75	(8)	—	67
Acetate Tow		(3)	8	—	—	5

Acetyl Chain	Acetyl Chain	(13)	2	(3)	—	(14)	Acetyl Chain	(2)	(19)	—	(21)
Total Company	Total Company	(2)	9	(5)	—	2	Total Company	27	(15)	—	12

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022


		Volume	Price	Currency	Other	Total		Volume	Price	Currency	Total
		(unaudited)						(unaudited)
		(In percentages)						(In percentages)
Engineered Materials	Engineered Materials	22	25	(8)	—	39	Engineered Materials	77	(2)	(2)	73
Acetate Tow		(7)	5	—	—	(2)

Acetyl Chain	Acetyl Chain	(4)	14	(2)	—	8	Acetyl Chain	(5)	(17)	(1)	(23)
Total Company	Total Company	4	17	(4)	—	17	Total Company	26	(12)	(2)	12

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Consolidated Results

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Net sales increased ~~$35~~$309 million, or 2%12%, for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~higher pricing in all of our segments, primarily driven by our Engineered Materials segment due to higher raw material costs, higher energy costs and product mix; and~~

•higher volume in our Engineered Materials segment, primarily ~~in elastomers~~ related to ~~our acquisition of~~ the ~~Santoprene™ thermoplastic vulcanizates elastomers business of Exxon Mobil Corporation ("Santoprene")~~M&M Acquisition and the KEPCO restructuring (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•lower pricing, primarily driven by our Acetyl Chain segment due to weaker economic conditions particularly in Asia, as well our Engineered Materials segment due to decreased energy surcharges, an unfavorable product mix, primarily in Asia and reduced pricing due to market considerations; and

•lower volume in our Acetyl Chain segment, primarily due to decreased demand ~~primarily~~ in ~~Asia and Europe; and~~Europe.

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

~~Selling, general and administrative expenses increased $19~~Operating profit decreased $148 million, or ~~12%~~31%, for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021, primarily due to:~~

•~~higher functional and project spending of $51 million in Other Activities;~~

~~partially offset by:~~

•~~lower incentive compensation cost.~~

~~Operating profit decreased $228 million, or 43%, for the three months ended September 30,~~ 2022, ~~compared to the same period in 2021,~~ primarily due to:

•higher raw material costs and ~~energy costs across all~~spending in our Engineered Materials segment as a result of ~~our segments;~~the M&M Acquisition;

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•lower Net sales in our Acetyl Chain segment; and

•~~higher spending~~an unfavorable impact of $11 million to Other (charges) gains, net related to Company-wide business optimization projects in ~~our Engineered Materials segment as a result of our acquisition of Santoprene, as well as plant operating and administrative expenses;~~the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•higher Net sales in our Engineered Materials ~~segment.~~segment; and

•lower raw material and sourcing costs in our Acetyl Chain segment, primarily for ethylene, methanol and acid.

Non-operating pension and other postretirement employee benefit (expense) income decreased $27 million, or 108%, for the three months ended June 30, 2023 compared to the same period in 2022, primarily due to:

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

Equity in net earnings (loss) of affiliates ~~increased $29~~decreased $37 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~an increase~~losses from our DuPont Teijin Films strategic affiliates due to restructuring; and

•a decrease in equity investment in earnings of ~~$39~~$4 million ~~from our Ibn Sina strategic affiliate, primarily~~ as a result of ~~tighter market conditions and stronger demand.~~our KEPCO strategic affiliate restructuring.

Our effective income tax rate for the three months ended ~~September~~June 30, ~~2022~~2023 was ~~40%~~(2)% compared to ~~16%~~20% for the same period in ~~2021.~~2022. The ~~higher~~lower effective income tax rate was primarily due to ~~increases~~decreased earnings in high taxed jurisdictions related to current demand conditions and a decrease in valuation allowances on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period ~~and increases in tax reserves related to ongoing income tax examinations. See~~(see Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further ~~information.~~information).

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Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Net sales increased ~~$1.1 billion,~~$624 million, or ~~17%~~12%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•higher pricing in all of our segments, primarily driven by our Acetyl Chain segment due to tighter market conditions as a result of increased customer demand in the Western Hemisphere and supply constraints across most regions, as well as our Engineered Materials segment due to higher raw material costs, energy costs and product mix; and

•higher volume in our Engineered Materials segment, primarily ~~in elastomers~~ related to ~~our acquisition of Santoprene;~~the M&M Acquisition and the KEPCO restructuring (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•lower pricing, primarily in our Engineered Materials segment due to decreased energy surcharges and an unfavorable ~~currency impact resulting from a~~product mix in Asia and our Acetyl Chain segment due to weaker ~~euro relative to the U.S. dollar; and~~economic conditions particularly in Asia;

•lower volume in our ~~other segments, primarily driven by our~~ Acetyl Chain segment, primarily due to decreased demand ~~predominantly~~ in ~~Asia.~~Europe; and

~~Selling, general~~•unfavorable currency impacts, primarily resulting from weaker CNY and ~~administrative expenses increased $92~~euro relative to the U.S. dollar.

Operating profit decreased $428 million, or ~~20%~~42%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021, primarily due to:~~

•~~higher functional and project spending of $117 million in Other Activities.~~

~~Operating profit decreased $107 million, or 7%, for the nine months ended September 30,~~ 2022, ~~compared to the same period in 2021,~~ primarily due to:

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

•~~higher~~ spending ~~across most of our segments, primarily driven by~~in our Engineered Materials segment as a result of the M&M Acquisition;

•lower Net sales in our ~~acquisition~~Acetyl Chain segment; and

•an unfavorable impact of ~~Santoprene, as well as plant operating and administrative expenses;~~$33 million to Other (charges) gains, net related to Company-wide business optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•higher Net sales ~~across most of~~in our ~~segments.~~Engineered Materials segment; and

•lower raw material and sourcing costs in our Acetyl Chain segment, primarily for ethylene, methanol and acid.

Non-operating pension and other postretirement employee benefit (expense) income decreased ~~$39~~$50 million, or ~~35%~~102%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

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

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Equity in net earnings (loss) of affiliates ~~increased $79~~decreased $78 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~an increase~~losses from our DuPont Teijin Films strategic affiliates due to restructuring; and

•a decrease in equity investment in earnings of ~~$76~~$19 million ~~from our Ibn Sina strategic affiliate, primarily~~ as a result of ~~tighter market conditions and stronger demand.~~our KEPCO strategic affiliate restructuring.

Our effective income tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~24%~~6% compared to ~~18%~~19% for the same period in ~~2021.~~2022. The ~~higher~~lower effective income tax rate was primarily due to increases in valuation allowances on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses during the carryforward period and increases in tax reserves related to ongoing income tax examinations and increaseddecreased earnings in high ~~tax jurisdictions.~~taxed jurisdictions related to current demand conditions. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

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Business Segments

Engineered Materials


		Three Months Ended September 30,				Change		% Change				Nine Months Ended September 30,						Change			% Change			Three Months Ended June 30,								Change				% Change					Six Months Ended June 30,								Change			% Change
		2022		2021						2022				2021						2023					2022									2023							2022
		(unaudited)																						(unaudited)
		(In $ millions, except percentages)																						(In $ millions, except percentages)
Net sales	Net sales	929		684			245			35.8	%			2,787			2,011		776					38.6		%	Net sales	1,585			948				637					67.2		%		3,215				1,858			1,357					73.0	%
Net Sales Variance	Net Sales Variance																						Net Sales Variance
Volume	Volume	23	%									22	%										Volume	75		%															77		%
Price	Price	25	%									25	%										Price	(8)		%															(2)		%
Currency	Currency	(12)	%									(8)	%										Currency	—		%															(2)		%
Other	Other	—	%									—	%										Other	—		%															—		%
Other (charges) gains, net	Other (charges) gains, net	(14)		—		(14)		(100.0)	%			(14)			6			(20)			(333.3)	%	Other (charges) gains, net	(8)					1				(9)				(900.0)		%			(29)				—				(29)			(100.0)		%
Operating profit (loss)	Operating profit (loss)	114		91		23		25.3	%			404			344			60			17.4	%	Operating profit (loss)	158					166			(8)				(4.8)		%			270				290				(20)			(6.9)		%
Operating margin	Operating margin	12.3	%	13.3	%							14.5	%		17.1	%							Operating margin	10.0		%			17.5	%											8.4		%		15.6		%
Equity in net earnings (loss) of affiliates	Equity in net earnings (loss) of affiliates	69		39		30		76.9	%			171			96			75			78.1	%	Equity in net earnings (loss) of affiliates	18					53			(35)				(66.0)		%			29				102				(73)			(71.6)		%

Depreciation and amortization	Depreciation and amortization	43		35		8		22.9	%			134			105			29			27.6	%	Depreciation and amortization	112					45			67				148.9		%			224				91				133			146.2		%

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. We attempt to address increases in raw material costs through appropriate pricing actions.

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Net sales increased for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•higher ~~pricing for most 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 increased for~~M&M Acquisition and the ~~three months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~higher Net sales;~~

~~largely offset by:~~

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

•~~higher energy costs of $66 million, primarily for steam;~~

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•~~higher spending of $37 million, primarily as a result of our acquisition of Santoprene, as well as plant operating and administrative expenses; and~~

•an unfavorable impact of $14 million to Other (charges) gains, net. During the three months ended September 30, 2022, we recorded an $8 million long-lived asset impairment loss related to certain fixed and intangible assets used in manufacturing operations in Silao, Mexico in the current year. SeeKEPCO restructuring (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further ~~information.~~information);

~~Equity in net earnings (loss) of affiliates increased for the three months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~partially offset by:

•~~an increase in equity investment in earnings of $39 million from our Ibn Sina strategic affiliate, primarily as a result of tighter market conditions and stronger demand.~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Net sales increased for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~higher~~lower pricing for most of our products, primarily due to decreased energy surcharges, an unfavorable product mix, primarily in Asia, and reduced pricing due to market considerations.

Operating profit decreased for the three months ended June 30, 2023 compared to the same period in 2022, primarily due to:

•higher raw material costs as a result of the M&M Acquisition;

•higher ~~energy costs~~spending of $187 million as a result of the M&M Acquisition; and ~~product mix;~~

•an unfavorable impact of $9 million to Other (charges) gains, net related to Company-wide business optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information);

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largely offset by:

•higher Net sales.

Equity in net earnings (loss) of affiliates decreased for the three months ended June 30, 2023 compared to the same period in 2022, primarily due to:

•losses from our DuPont Teijin Films strategic affiliates due to restructuring; and

•a decrease in equity investment in earnings of $4 million as a result of our KEPCO strategic affiliate restructuring.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Net sales increased for the six months ended June 30, 2023 compared to the same period in 2022, primarily due to:

•higher volume, primarily ~~in elastomers~~ related to ~~our acquisition of Santoprene;~~the M&M Acquisition and the KEPCO restructuring (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);

partially offset by:

•lower pricing for most of our products, primarily due to decreased energy surcharges and an unfavorable product mix, primarily in Asia; and

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

Operating profit ~~increased~~decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•higher raw material costs as a result of the M&M Acquisition;

•higher spending of $374 million as a result of the M&M Acquisition; and

•an unfavorable impact of $29 million to Other (charges) gains, net related to Company-wide business optimization projects in the current year (see Note 18 - Other (Charges) Gains, Net ~~sales;~~ in the accompanying unaudited interim consolidated financial statements for further information);

largely offset by:

•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 energy costs of $146 million, primarily for steam;~~

•~~higher spending of $113 million, primarily as a result of our acquisition of Santoprene, as well as plant operating and administrative expenses; and~~

•an unfavorable impact of $20 million to Other (charges) gains, net. During the nine months ended September 30, 2021, we recorded a $9 million gain on the termination of our Ferrara Marconi, Italy office lease, which did not recur in the current year. During the nine months ended September 30, 2022, we recorded an $8 million long-lived asset impairment loss related to certain fixed and intangible assets used in manufacturing operations in Silao, Mexico in the current year.Net sales.

Equity in net earnings (loss) of affiliates ~~increased~~decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~an increase~~losses from our DuPont Teijin Films strategic affiliates due to restructuring; and

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Table of ~~Contents~~

~~Acetate Tow~~

Three Months Ended September 30, Change %
Change Nine Months Ended September 30, Change %
Change
2022 2021 2022 2021
(unaudited)
(In $ millions, except percentages)
Net sales 135 128 7 5.5 % 379 385 (6) (1.6) %
Net Sales Variance
Volume (3) % (7) %
Price 8 % 5 %
Currency — % — %
Other — % — %
Operating profit (loss) (3) 12 (15) (125.0) % — 52 (52) (100.0) %
Operating margin (2.2) % 9.4 % — % 13.5 %
Dividend income - equity investments 30 34 (4) (11.8) % 102 112 (10) (8.9) %
Depreciation and amortization 10 10 — — % 31 29 2 6.9 %

~~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 September 30, 2022 Compared to Three Months Ended September 30, 2021~~

~~Net sales increased for the three months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~higher pricing, primarily due to higher raw material and energy costs.~~

~~Operating profit decreased for the three months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~higher energy costs of $10 million, primarily related to natural gas pricing; and~~

•~~higher raw material costs of $7 million as a result of cost inflation and global shipping constraints;~~

~~partially offset by:~~

•~~higher Net sales.~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Net sales decreased for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~lower acetate tow volume primarily related to dynamic market conditions, as well as supply constraints and shipping vessel disruptions;~~

~~partially offset by:~~

•~~higher pricing, primarily due to higher raw material and energy costs.~~

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~~Operating profit decreased for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to:~~

•~~higher energy costs of $34 million, primarily related to natural gas pricing;~~

•~~higher raw material costs of $20 million as a result of cost inflation and global shipping constraints; and~~

•~~lower Net sales.~~

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Acetyl Chain


		Three Months Ended September 30,				Change		% Change				Nine Months Ended September 30,						Change			% Change			Three Months Ended June 30,								Change				% Change					Six Months Ended June 30,								Change			% Change
		2022		2021						2022				2021						2023					2022									2023							2022
		(unaudited)																						(unaudited)
		(In $ millions, except percentages)																						(In $ millions, except percentages)
Net sales	Net sales	1,274		1,489			(215)			(14.4)	%			4,268			3,954		314					7.9		%	Net sales	1,233			1,559				(326)					(20.9)		%		2,483				3,211			(728)					(22.7)	%
Net Sales Variance	Net Sales Variance																						Net Sales Variance
Volume	Volume	(13)	%									(4)	%										Volume	(2)		%															(5)		%
Price	Price	2	%									14	%										Price	(19)		%															(17)		%
Currency	Currency	(3)	%									(2)	%										Currency	—		%															(1)		%
Other	Other	—	%									—	%										Other	—		%															—		%

Operating profit (loss)	Operating profit (loss)	315		517		(202)		(39.1)	%			1,243			1,284			(41)			(3.2)	%	Operating profit (loss)	295					428				(133)				(31.1)		%			573				931				(358)			(38.5)		%
Operating margin	Operating margin	24.7	%	34.7	%							29.1	%		32.5	%							Operating margin	23.9		%			27.5	%											23.1		%		29.0		%

Dividend income - equity investments																							Dividend income - equity investments	30					36			(6)				(16.7)		%			63				72				(9)			(12.5)		%
Depreciation and amortization	Depreciation and amortization	43		44		(1)		(2.3)	%			130			128			2			1.6	%	Depreciation and amortization	54					52			2				3.8		%			108				108				—			—		%

Our Acetyl Chain segment, which 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.~~tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. 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 applicationsinclude conventional uses, 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,~~filter products, as well as ~~select grades of low-density polyethylene. Our EVA polymers products are used in many applications,~~other unique, high-value end uses including flexible packaging, ~~films, lamination film products, hot melt adhesives, automotive parts~~thermal laminations, pharmaceuticals, wire and ~~carpeting. Our RDP business is a~~cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are 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~~producers and suppliers 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.multiple global industrial sectors.

The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw material costs over months or quarters.

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Net sales decreased for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•lower pricing for most of our products, primarily vinyl acetate monomer ("VAM") and acid, due to weaker economic conditions particularly in Asia, partially offset by higher pricing for acetate tow; and

•lower volume for most of our products due to decreased demand, primarily in ~~Asia and Europe;~~

•~~lower pricing for acid, primarily due to weaker economic conditions particularly in China; and~~

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

~~partially offset by:~~

•~~higher pricing for most of our other products, primarily due to tighter market conditions as a result of increased customer demand in the Western Hemisphere and supply constraints across most regions.~~Europe.

Operating profit decreased for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•lower Net sales;

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partially offset by:

•~~higher~~lower 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; and~~acid.

•~~higher energy costs of $27 million, primarily due to price increases for natural gas and electricity.~~

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Net sales ~~increased~~decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~higher~~lower pricing for most of our products, primarily VAM and acid, due to ~~tighter market~~weaker economic conditions ~~as a result of increased customer demand~~particularly in ~~the Western Hemisphere and supply constraints across most regions; and~~

•~~higher volume, primarily for VAM due to lower competitor utilization in the Western Hemisphere;~~

Asia, partially offset ~~by:~~by higher pricing for acetate tow;

•lower volume for most of our ~~other~~ products due to decreased demand, primarily in ~~Asia;~~Europe; and

•an unfavorable currency impact, primarily resulting from a weaker ~~euro~~CNY relative to the U.S. dollar.

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Operating profit decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•~~higher~~lower Net sales;

partially offset by:

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

•~~higher energy costs of $62 million, primarily due to price increases for natural gas and electricity; and~~

•~~higher spending of $49 million, primarily as a result of increased plant operating and maintenance expenses;~~

~~largely offset by:~~

•~~higher Net sales.~~

~~Table of~~ ~~Contents~~

Other Activities


		Three Months Ended September 30,		Change		% Change				Nine Months Ended September 30,				Change			% Change			Three Months Ended June 30,							Change				% Change				Six Months Ended June 30,					Change			% Change
		2022	2021					2022			2021					2023					2022								2023						2022
		(unaudited)																		(unaudited)
		(In $ millions, except percentages)																		(In $ millions, except percentages)

Operating profit (loss)	Operating profit (loss)	(118)	(84)		(34)			(40.5)	%		(325)		(251)		(74)					(29.5)		%	Operating profit (loss)	(118)		(111)				(7)				(6.3)		%	(257)		(207)			(50)				(24.2)	%

Non-operating pension and other postretirement employee benefit (expense) income	Non-operating pension and other postretirement employee benefit (expense) income	25	37	(12)		(32.4)	%			74		113		(39)			(34.5)	%	Non-operating pension and other postretirement employee benefit (expense) income	(2)					25			(27)				(108.0)	%			(1)		49			(50)			(102.0)	%

Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments.

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Operating loss increased for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

•higher ~~functional~~project and ~~project~~functional spending of ~~$51 million;~~$21 million, primarily related to the M&M Acquisition;

partially offset by:

•~~lower incentive compensation cost.~~a favorable currency impact of $16 million.

Non-operating pension and other postretirement employee benefit (expense) income decreased for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021, primarily due to:~~

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

~~Nine Months Ended September 30,~~ 2022, ~~Compared to Nine Months Ended September 30, 2021~~

~~Operating loss increased for the nine months ended September 30, 2022 compared to the same period in 2021,~~ primarily due to:

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

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Operating loss increased for the six months ended June 30, 2023 compared to the same period in 2022, primarily due to:

•higher project and functional spending of ~~$117 million;~~$65 million, primarily related to the M&M Acquisition;

partially offset by:

•~~lower incentive compensation cost.~~a favorable currency impact of $23 million.

Non-operating pension and other postretirement employee benefit (expense) income decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, primarily due to:

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

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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 U.S. unsecured revolving credit ~~facility.~~facility and our China Revolving Credit Facility (defined below). As of ~~September~~June 30, ~~2022,~~2023, we have $1.75 billion available for borrowing under our senior U.S. unsecured revolving credit facility, and $34 million available for borrowing under our separate China Revolving Credit Facility, if required, in meeting our working capital needs and other contractual obligations. In addition, we held cash and cash equivalents of ~~$9.7~~$1.3 billion as of ~~September~~June 30, ~~2022.~~2023. We are actively managing our business to maintain and improve 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,~~June 22, 2023, we ~~signed~~announced the signing of a definitive agreement to form a food ingredients joint venture with Mitsui & Co., Ltd. ("Mitsui") under the name Nutrinova. Pursuant to the agreement, we will contribute receivables, inventory, property, plant and equipment, certain intangible assets, other assets, other liabilities, technology and employees of our food ingredients business while retaining a 30% stake in the joint venture. Mitsui will acquire ~~a majority of~~ the ~~Mobility & Materials business of DuPont de Nemours, Inc. (the "M&M Acquisition") for~~remaining 70% stake at a purchase price of ~~$11.0 billion, subject~~$473 million. We expect to ~~certain adjustments,~~close the transaction in ~~an all-cash transaction.~~the second half of 2023, pending regulatory approvals. For further information regarding the ~~acquisition and related financing transactions,~~food ingredients joint venture, 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. ~~We closed on~~

In November 2022, we acquired a majority of the M&M ~~Acquisition on November 1, 2022. See~~Business for a purchase price of $11.0 billion, subject to transaction adjustments, in an all-cash transaction. For further information regarding the acquisition, see Note 19 3 - ~~Subsequent Events~~Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial ~~statements for further information.~~statements.

Our incurrence of debt to finance the purchase price for the M&M Acquisition has increased 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, synergy opportunities from the M&M Acquisition 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 also include, in addition to the food ingredients joint venture described above, additional opportunistic ~~disposition~~dispositions or monetization of other 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 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~~$500 million in ~~2022,~~2023, primarily ~~due to~~associated with certain investments in growth opportunities and productivity improvements. In Engineered Materials, at our ~~planned expansion~~Nanjing, China facility, our expansions of (1) the compounding ~~capacity~~plant is in construction and (2) the new liquid crystal polymer ("LCP") plant is in detailed engineering design. Our energy optimization productivity project at our ~~facilities~~polyoxymethylene ("POM") unit in ~~China~~Frankfurt, Germany is ~~experiencing some delays due to certain permitting issues.~~in detailed engineering design. In the Acetyl Chain, our planned expansion of ~~(1)~~our acetic acid unit at Clear Lake, Texas is on track to be commissioned in the ~~capacity~~fourth quarter of 2024. The other major projects that support the Acetyl Chain are in various stages of construction and on schedule, which include our planned expansions of (1) our vinyl acetate ethylene ("VAE") ~~and~~ emulsions ~~plants~~units in Nanjing, China, (2) our VAE emulsion plant in Frankfurt, Germany, and (3) the ~~capacity~~sustainable production of methanol ("MeOH") at our Fairway joint venture MeOH unit in Clear Lake, Texas using captured carbon dioxide as feedstock. The expansion 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~~is 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.~~temporary hold. 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, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange

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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.

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We remain in compliance with the ~~financial~~ covenants ~~under our senior unsecured credit facilities~~in the Global Credit Agreements (defined below, and as amended to date) and expect to remain in compliance based on our current expectation of future results of ~~operations.~~operations and planned cash generation activities. If ~~our~~the actual future results of our operations and cash generation activities differ materially from these expectations, we may be required to seek an amendment to or waiver of ~~such~~any impacted covenants, which may increase our borrowing costs under ~~those debt instruments.~~the Global Credit Agreements.

Cash Flows

Cash and cash equivalents ~~increased $9.1 billion~~decreased $212 million to ~~$9.7~~$1.3 billion as of ~~September~~June 30, ~~2022~~2023 compared to December 31, ~~2021.~~2022. As of ~~September~~June 30, ~~2022, $825 million~~2023, $1.0 billion of the ~~$9.7~~$1.3 billion 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 over a period of time 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 $105~~decreased $145 million to ~~$1.3 billion~~$666 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to net cash provided by operating activities of $811 million for the same period in ~~2021,~~2022, primarily due to:

•~~a decrease in VAT taxes receivable primarily due to the receipt of refunds during the nine months ended September 30, 2022;~~lower earnings performance; and

•~~a payment for the European Commission settlement~~an increase in cash interest paid of ~~$100 million, which did not recur in the current year; and~~$272 million;

partially offset by:

•favorable trade working capital of ~~$65~~$297 million, primarily due to ~~a decrease in trade receivables and trade payables, partially offset by an increase in inventory. Trade receivables decreased primarily as a result of~~ the timing of collections of trade ~~receivable collections during the nine months ended September 30, 2022~~receivables, inventory reduction due to lower volume, lower raw materials costs and ~~trade payables decreased as a result~~cost of ~~the timing of~~inventory, and settlement of trade ~~payables. Inventory increased primarily as a result of higher costs for raw materials~~payables during the ~~nine~~six months ended ~~September~~June 30, ~~2022;~~2023; and

~~partially offset by:~~

•~~a decrease in Net earnings.~~cash receipts of non-trade receivables of $91 million, primarily related to receivable balances arising from the M&M Acquisition and transition activities.

•Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities increased ~~$595~~$56 million to ~~$428~~$341 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to net cash ~~provided by~~used in investing activities of ~~$167~~$285 million for the same period in ~~2021,~~2022; primarily due to:

•~~proceeds from the sale of marketable securities of $500 million, which did not recur in the current year; and~~

•an increase of ~~$96~~$48 million in capital expenditures during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

•Net Cash Provided by (Used in) Financing Activities

Net cash ~~provided by~~used in financing activities increased ~~$9.3 billion~~$262 million to ~~$8.3 billion~~$516 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to net cash used in financing activities of ~~$943~~$254 million for the same period in ~~2021,~~2022, primarily due to:

•an increase in net ~~proceeds of long-term~~payments on short-term debt of ~~$8.8 billion,~~$340 million, primarily ~~due to the issuance~~as a result of ~~senior unsecured notes consisting of $2.0 billion in principal amount of 5.900% notes due July 5, 2024, $1.75 billion in principal amount of 6.050% notes due~~payment on our March ~~15, 2025, $2.0 billion in principal amount of 6.165% notes due July 15, 2027, $750 million in principal amount of 6.330% notes due July 15, 2029~~2022 U.S. Term Loan Credit Agreement (defined below) and $1.0 billion in principal amount of 6.379% notes due July 15, 2032 (collectively, the "Acquisition USD Notes"), as well as senior unsecured notes consisting of €1.0 billion in principal amount of 4.777% notes due July 19, 2026 and €500 million in principal amount of 5.337% notes due January 19, 2029 (collectively, the "Acquisition Euro Notes" and, together with the Acquisition USD Notes, the "Acquisition Notes"),revolving credit facilities partially offset by ~~the maturity of the 5.875% senior unsecured notes ("5.875% Notes") which were repaid during the nine months ended September 30, 2021;~~

•~~a decrease in share repurchases of~~borrowings on our ~~Common Stock of $786 million during the nine months ended September 30, 2022;~~revolving credit facilities and

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•~~settlement of a forward-starting interest rate swap of $72 million, which did not recur in the current year;~~ China Working Capital Term Loan Agreement (defined below);

partially offset by:

•a decrease in net borrowings on short-term debt of $260 million, primarily due to borrowing under the senior unsecured revolving credit facility to repay the 5.875% Notes which matured during the nine months ended September 30, 2021; and

•a payment of $63 million during the ~~nine~~six months ended ~~September~~June 30, 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~~had committed to provide,

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subject to the terms and conditions set forth therein, a 364-day $11.0 billion senior unsecured bridge term loan facility (the "Bridge Facility")., which did not recur in the current year; and

•a decrease in share repurchases of our Common Stock of $17 million during the six months ended June 30, 2023.

Debt and Other Obligations

OnIn March ~~18,~~ 2022, we entered into a term loan credit agreement (the "March 2022 U.S. 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. OnIn September ~~16,~~ 2022, ~~Celanese, Celanese U.S. and certain subsidiaries~~we entered into an additional term loan credit agreement (the "September 2022 U.S. Term Loan Credit Agreement" and, together with the March 2022 U.S. Term Loan Credit Agreement, the ~~"Term~~"U.S. Term Loan Credit Agreements"), pursuant to which lenders have committed to provide delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the U.S. Term Loan Credit Agreements collectively, the ~~"Term~~"U.S. Term Loan Facility"). ~~The Term Loan Facility is guaranteed by Celanese and domestic subsidiaries representing substantially all of our U.S. assets and business operations.~~

OnAlso in March ~~18,~~ 2022, we entered into a new revolving credit agreement (the ~~"New~~"U.S. Revolving Credit Agreement" and, together with the U.S. Term Loan Credit Agreements the ~~"Credit~~"U.S. 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~~then-existing revolving credit facility.

On ~~July 14, 2022 and July 19, 2022,~~February 21, 2023, we amended certain covenants in the U.S. Credit Agreements, including financial ratio maintenance covenants. The U.S. Credit Agreements are guaranteed by Celanese, Celanese U.S. ~~completed the offerings~~and domestic subsidiaries together representing substantially all of the ~~Acquisition USD Notes~~Company's U.S. assets and ~~Acquisition Euro Notes, respectively. Fees~~business operations.

On January 4, 2023, Celanese (Shanghai) International Trading Co., Ltd ("CSIT"), a fully consolidated subsidiary, entered into a restatement of an existing credit facility agreement (the "China Revolving Credit Agreement") to upsize and ~~expenses~~modify the facility thereunder to consist of ~~the offering of the Acquisition Notes, inclusive of underwriting discounts, were $65 million.~~an aggregate CNY1.75 billion uncommitted senior unsecured revolving credit facility available under two tranches (with overdraft, bank guarantee and documentary credit sublimits) (the "China Revolving Credit Facility"). Obligations bear interest at certain fixed and floating rates. The China Revolving Credit Agreement is guaranteed by Celanese U.S.

~~The entry~~On January 6, 2023, CSIT entered into ~~the~~a senior unsecured working capital loan contract for CNY800 million (the "China Working Capital Term Loan Agreement", together with the China Revolving Credit Agreement, the "China Credit Agreements," and the offerings of the Acquisition Notes reduced availability under the Bridge Facility to zero, and we terminated the Bridge Facility. During the nine months ended September 30, 2022, the Company paid $66 million in fees related to the Bridge Facility commitment, amortizing these fees to interest expense.

~~The Term Loan Facility, subject to the terms and conditions set forth in the Term Loan~~China Credit Agreements together with the ~~Acquisition Notes~~U.S. Credit Agreements, the "Global Credit Agreements"), payable 12 months from withdrawal date and ~~additional debt financing, will be available to finance the M&M Acquisition, and to pay fees and expenses related thereto.~~

~~On November 1, 2022, we borrowed $300 million under our senior unsecured revolving credit facility for general corporate purposes, reducing availability of borrowings~~bearing interest at 0.5% less than certain interbank rates. The loan under the ~~facility~~China Working Capital Term Loan Agreement was fully drawn on January 10, 2023 and is supported by a letter of comfort from us. We expect the China Credit Agreements will facilitate our efficient repatriation of cash to ~~$1.45 billion.~~

~~See~~ ~~Note3 - Acquisitions, Dispositions~~the U.S. to repay debt and ~~Plant Closures~~ ~~and~~ ~~Note7 - Debt~~ ~~in the accompanying unaudited interim consolidated financial statements for further information.~~effectively redomicile a portion of our U.S. debt to China at a lower average interest rate.

There have been no material changes to our debt or other obligations described in our ~~2021~~2022 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.

Accounts Receivable Purchasing Facility

InOn June ~~2021,~~1, 2023, 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 ~~$802~~$663 million and $1.1 billion of accounts receivable under this agreement for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~twelve months~~year ended December 31, ~~2021,~~2022, respectively, and collected ~~$802~~$565 million and $1.1 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of ~~$130~~$86 million were pledged by the SPE as collateral to the Purchasers as of ~~September~~June 30, ~~2022.~~

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2023.

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 ~~$228~~$196 million and ~~$230~~$320 million of accounts receivable under these factoring agreements for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~twelve months~~year ended December 31, ~~2021,~~2022, respectively, and collected ~~$234~~$189 million and ~~$185~~$325 million of accounts receivable sold under these factoring agreements during the same periods.

~~In March 2021, we entered into an agreement~~

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Covenants

We are in ~~Singapore~~compliance with ~~a financial institution to discount, on a non-recourse basis, documentary credits or other documents recorded~~the covenants in our material financing arrangements as ~~accounts receivable. We de-recognized $41 million and $70 million~~ of ~~accounts receivable under this agreement for the nine months ended September~~June 30, ~~2022 and twelve months ended December 31, 2021, respectively.~~2023.

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 U.S. 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 U.S. Credit ~~Agreement,~~Agreements, 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, U.S. Credit ~~Agreement,~~Agreements, other outstanding debt, Common Stock dividends and Common Stock repurchases.

The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.

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			~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023
			(In $ millions)
			(unaudited)
Net sales to third parties			~~1,550~~944
Net sales to non-guarantor subsidiaries			~~743~~559
Total net sales			~~2,293~~1,503
Gross profit			~~379~~318
Earnings (loss) from continuing operations			~~(218)~~1,187
Net earnings (loss)			~~(222)~~1,185
Net earnings (loss) attributable to the Obligor Group			~~(222)~~1,185

As of
September 30,
2022 As of
December 31,
2021
(In $ millions)
(unaudited)
Receivables from non-guarantor subsidiaries 511 624
Other current assets 10,139 1,236
Total current assets 10,650 1,860
Goodwill 578 578
Other noncurrent assets 2,892 2,584
Total noncurrent assets 3,470 3,162
Current liabilities due to non-guarantor subsidiaries 3,097 2,493
Current liabilities due to affiliates 15 64
Other current liabilities 1,721 1,347
Total current liabilities 4,833 3,904
Noncurrent liabilities due to non-guarantor subsidiaries 2,316 2,348
Other noncurrent liabilities 11,902 3,610
Total noncurrent liabilities 14,218 5,958

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	As of June 30, 2023	As of December 31, 2022
	(In $ millions)
	(unaudited)
Receivables from non-guarantor subsidiaries	643	754
Other current assets	1,675	1,588
Total current assets	2,318	2,342
Goodwill	528	567
Other noncurrent assets	2,745	2,718
Total noncurrent assets	3,273	3,285
Current liabilities due to non-guarantor subsidiaries	1,768	2,100
Current liabilities due to affiliates	1	2
Other current liabilities	2,030	2,201
Total current liabilities	3,799	4,303
Noncurrent liabilities due to non-guarantor subsidiaries	3,383	3,400
Other noncurrent liabilities	13,404	13,842
Total noncurrent liabilities	16,787	17,242

Share Capital

We declared a quarterly cash dividend of $0.70 per share on our Common Stock on ~~October~~July 19, ~~2022,~~2023, amounting to $76 million.

There have been no material changes to our share capital described in our ~~2021~~2022 Form 10-K other than those disclosed above and in Note 10 - ~~Stockholders'~~Shareholders' 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~~2022 Form 10-K.

Tax Return Audits

Our tax returns are under joint audit for the years 2013 through 2015 by the United States, Netherlands and Germany (the "Authorities"). In ~~September 2021,~~addition, our income tax returns in Mexico are under audit for the year 2018, and in Canada for the years 2016 through 2018. As of June 30, 2023, we ~~received a draft joint audit report proposing adjustments to transfer pricing and the reallocation of~~believe that an adequate provision for income ~~between the related jurisdictions. The Authorities also propose to apply these adjustments to~~taxes has been made for all open tax years ~~through 2019. We are engaged in discussions with~~related to the Authorities to evaluate the proposals. During the three months ended September 30, 2022, we recorded additional tax reserves of $25 million for years prior to 2022 based on unilateral discussions with one of the relevantexaminations by government authorities. We are ~~currently evaluating all additional potential remedies.~~in ongoing discussions regarding the audit findings with the Canadian authorities and do not expect a material impact to income tax expense. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the government authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending its positions, we could be required to adjust our 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. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.

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Business Environment

We ~~continue~~continued to experience ~~significant cost inflation, inflationary pressure and supply disruptions related~~destocking in addition to ~~the sourcing of raw materials, energy, logistics and labor in 2022.~~volatile underlying demand conditions across several end-markets. We continue to closely monitor the impact of, and responses to, ~~COVID-19 variants, including government imposed lockdowns in China and elsewhere, and~~ geopolitical effects on demand conditions and the supply chain. Demand conditions and moderating raw materials costs resulted in elevated industry competitive dynamics and pricing pressure across ~~certain regions in the Western Hemisphere and China have deteriorated, creating uncertainty, impacting consumer activity and driving customer destocking.~~many end-markets. Average prices of raw materials and energy feedstocks, particularly natural gas, which ~~are~~is a significant input ~~and source of energy~~ for our manufacturing operations, have continued to ~~increase in the Western Hemisphere~~moderate. We expect demand and ~~particularly in Europe. We also experienced cost~~destocking challenges to persist, to put pressure on ~~raw material inputs. We have continued~~ pricing ~~actions intended to~~partially offset ~~these inflationary headwinds. Continued moderation of acetyls pricing is expected to trend to more normalized levels through the end of 2022. We expect that sourcing~~by improvement in input costs ~~and inflationary pressures will continue to be significant~~ across the ~~business throughout the rest of the~~ year.

We continue to monitor and respond to the situation in Ukraine. While the conflict has not had a material impact on our business, financial condition or results of operations to date, we have experienced shortages in materials and increased costs for transportation, energy and raw materials as well as other supply chain challenges, particularly in Europe, due in part to the effects of the conflict, and government responses thereto, including sanctions, on the global economy. We continue to monitor these developments.

Following Russia's invasion of Ukraine, we ~~have~~ suspended sales into Russia, Belarus and the sanctioned regions of Ukraine. Revenue from these countries and regions constituted less than 1%0.1% of our consolidated Net sales in fiscal year ~~2021~~2022 and we

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have no manufacturing assets in these countries or regions.

We do not currently expect the ~~situation~~conflict to result in a material impact on our business or financial results, but the full impact of the conflict and international responses thereto remains uncertain and will depend on future geopolitical and economic developments that are impossible to predict. Potential risks we may face include increased volatility in capital and commodity markets, rapid changes to sanctions, ~~continued~~ supply chain and transportation disruptions, exacerbation of inflationary conditions, impacts to consumer or business sentiment and an increased risk of cyber security ~~incidents as well as the impacts referenced above.~~incidents.

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~~2022 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our ~~2021~~2022 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~~2022 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.

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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 ~~September~~June 30, ~~2022,~~2023, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy ~~stockholders,~~shareholders, 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~~2022 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~~2022 Form 10-K for certain risk factors relating to these legal proceedings.

Item 1A. Risk Factors

~~Additional risk factors are described below and~~In addition to the information in this Quarterly Report, readers should ~~be read~~carefully consider the information in ~~conjunction with~~ Part I, Item 1A1A. Risk Factors of our ~~2021~~2022 Form 10-K.

Risks Relating to the acquisition of the majority of the Mobility & Materials business (the "M&M Acquisition" and such business being acquired, the "M&M Business") of DuPont de Nemours, Inc. ("DuPont")

~~We have made certain assumptions relating to the M&M Acquisition which may prove to be materially inaccurate and we may fail to realize all of the anticipated benefits of the acquisition.~~

We have made certain assumptions relating to the M&M Acquisition, which may prove to be inaccurate. Our failure to identify or understand the magnitude of the problems, liabilities or other challenges associated with the M&M Acquisition could result in incorrect expectations of future results and increased risk of unanticipated or unknown issues or liabilities. Our mitigation strategies for such risks that are identified may be ineffective. These assumptions relate to numerous matters, including:

•~~general economic and business conditions, and performance of the M&M Business against this backdrop;~~

•~~potential unknown liabilities and unforeseen delays or regulatory conditions associated with the M&M Acquisition;~~

•~~faulty assumptions or incorrect expectations regarding the process of integrating the M&M Business with ours, including unanticipated delays, costs or inefficiencies;~~

•~~the anticipated benefits and synergies, including timing for when such benefits and synergies may be realized through combining the M&M Business with ours;~~

•the amount of attention and resources needed to successfully align our and the M&M Business's practices and operations which may disrupt our business, including challenges relating to integrating commercial activities, technologies, procedures, policies, retaining key personnel and addressing differences in the business cultures of our business and the M&M Business;

•~~the complexities associated with managing the combined businesses;~~

•potential increases in the challenges and risks, including commercial and financial risks, associated with our broader international business footprint, and increased exposure to certain end markets and geographies, as a result of the M&M Acquisition which will expand our presence to markets in which we may not have previously done business; and

•~~other financial and strategic risks of the M&M Acquisition.~~

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We cannot guarantee that we will achieve our goals or meet our expectations with respect to the M&M Acquisition. Through our review to-date since the November 1, 2022 closing, we have learned that for the remainder of 2022 the M&M Business is expected to underperform prior expectations, and its financial performance from signing through the closing has been lower than anticipated. We cannot be certain when we will be able to realize improvements in the underlying M&M Business performance and as we proceed with integration, we may identify additional risks and challenges. The benefits of the M&M Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. If our assumptions are inaccurate or we are unable to meet our expectations (including our expectations regarding financial targets), our business, financial performance and operating results could be materially and adversely affected.

~~Financing the M&M Acquisition has resulted in an increase in our indebtedness, which could adversely affect us, including by decreasing our business flexibility and increasing our interest expense.~~

The increase in our indebtedness to finance the M&M Acquisition may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. In addition, the amount of cash required to pay interest on our increased indebtedness, and thus the demands on our cash resources, has materially increased as a result of the indebtedness to finance the M&M Acquisition.

~~We will incur direct and indirect costs as a result of the M&M Acquisition.~~

We have incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the M&M Acquisition, combining the operations of our business and the M&M Business and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. Non-recurring expenses include, among others, employee retention costs, fees paid to financial, legal, integration and accounting advisors, severance and benefit costs. We will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the M&M Acquisition and the integration of the M&M Business into our business. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the M&M Business, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on our financial condition and results of operations following the completion of the M&M Acquisition. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

~~The risk of non-compliance with non-U.S. laws, regulations and policies could adversely affect our results of operations, financial condition or strategic objectives.~~

The M&M Acquisition will introduce us into a number of new geographic markets, subjecting us to additional non-U.S. laws, regulations and policies which do not currently apply to us, and will increase our exposure to certain other geographic markets as well as their laws and regulations. These laws and regulations are complex, change frequently, have become more stringent over time, could increase our cost of doing business, and could result in conflicting legal requirements. These laws and regulations include international labor and employment laws, environmental regulations and reporting requirements, data privacy requirements, and local laws prohibiting corrupt payments to government officials, antitrust and other regulatory laws. We will be subject to the risk that we, our employees, our agents, or our affiliated entities, or their respective officers, directors, employees and agents, may take actions determined to be in violation of any of these laws, regulations or policies, for which we might be held responsible. Actual or alleged violations could result in substantial fines, sanctions, civil or criminal penalties, debarment from government contracts, curtailment of operations in certain jurisdictions, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect our results of operations, financial condition or strategic objectives.

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

We did not repurchase any Common Stock during the three months ended ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program. See Note 10 -~~Stockholders'~~ Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

~~On November 2, 2022,~~(c) Trading Plans

During the ~~Company's Board~~quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Directors adopted and approved, effective immediately, amended and restated by-laws (as amended and restated, the "Seventh Amended and Restated By-laws") of the Company. The Seventh Amended and Restated By-laws, among other things:

•revise procedures and disclosure requirements for stockholders to provide notice of the nomination of directors (outside of "proxy access") and the submission of proposals for consideration at meetings of the stockholders of the Company;

•clarify the power of the Board to set rules and procedures for, postpone, reschedule or cancel any meeting of stockholders previously scheduled, and clarify the power of the chair of a stockholder meeting to adjourn any meeting of stockholders,

•~~clarify the powers of the Board and the chair of a stockholder meeting to establish rules for the conduct of any meeting of stockholders;~~

•~~revise the majority voting provision to clarify when an election will be deemed contested; and~~

•~~make certain other administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the Delaware General Corporation Law.~~

The foregoing description of the Seventh Amended and Restated By-laws is not complete and is qualified in its entirety by reference to the complete text of the Seventh Amended and Restated By-laws, which is filed as ~~Exhibit 3.~~2 ~~hereto and are incorporated herein by reference.~~Regulation S-K.

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Item 6. Exhibits(1)


Exhibit Number
						Description

~~2.1~~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*3.2						Seventh Amended and Restated By-laws, amended effective November 2, ~~2022.~~

~~4.1~~						~~Twelfth Supplemental Indenture, dated as of July 14,~~ 2022 among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee (incorporated by reference to Exhibit ~~4.2~~3.2 to the ~~Current Report~~Quarterly report on Form ~~8-K~~10-Q filed with the SEC on ~~July 14,~~November 4, 2022).

~~4.2~~10.1‡						~~Thirteenth Supplemental Indenture,~~Celanese Corporation Amended and Restated 2018 Global Incentive Plan, dated as of July 19, 2022, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, registrar and transfer agent, Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee, and Elavon Financial Services DAC, UK Branch, as paying agentApril 20, 2023 (incorporated by reference to Exhibit ~~4.2~~10.1 to the ~~current report~~Current Report on Form ~~8-K~~8 -K filed with the SEC on ~~July 19, 2022)~~April 25, 2023).

22.110.2‡						Form of 2023 Time-Based Rest r i c ted Stock Unit Award Agreement (for non-employee directors).

10.3*‡						Settlement Agreement, dated February 13, 2023, between Celanese Corporation and John Fotheringham.

22.1						List of Guarantor ~~Subsidiaries.~~Subsidiaries (incorporated by reference to Exhibit 22.1 to the Annual Report on Form 10-K filed with the SEC on February 24, 2023).

31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2022~~2023 has been formatted in Inline XBRL.

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* 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CELANESE CORPORATION

By:

/s/ LORI J. RYERKERK

Lori J. Ryerkerk

~~Chairman~~Chair of the Board of Directors,

Chief Executive Officer and President

Date:

~~November 4, 2022~~August 8, 2023

By:

/s/ SCOTT A. RICHARDSON

Scott A. Richardson

Executive Vice President and

Chief Financial Officer

Date:

~~November 4, 2022~~August 8, 2023

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	Nine Months Ended September 30,				Total From February 2008 Through September 30, 2022
	2022		2021
Shares repurchased	—		5,332,727		69,324,429
Average purchase price per share	$	—	$	150.02	$	83.71
Shares repurchased (in $ millions)	$	—	$	800	$	5,803
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)	$	—	$	1,000	$	6,866


	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, 2022
Derivatives Designated as Cash Flow Hedges
Commodity swaps	—	16	16	Current Other assets
Commodity swaps	—	43	43	Noncurrent Other assets

Foreign currency forwards and swaps	—	1	1	Current Other assets
Derivatives Designated as Net Investment Hedges
Cross-currency swaps	—	77	77	Current Other assets
Cross-currency swaps	—	84	84	Noncurrent Other assets
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	6	6	Current Other assets
Total assets	—	227	227
Derivatives Designated as Cash Flow Hedges


Commodity swaps	—	(3)	(3)	Current Other liabilities

Derivatives Designated as Net Investment Hedges

Cross-currency swaps	—	(27)	(27)	Current Other liabilities

Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	—	(6)	(6)	Current Other liabilities
Total liabilities	—	(36)	(36)