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(1)	Ms. Blackwell joined the board in February 2014 and received a prorated annual retainer in 2014. Mr. Rohr is not included in this table because he was an employee of the Company during 2014 and received no compensation for his services as a director.

(2)	Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective directors, as applicable.

(3)

Represents the grant date fair value of 2,051 RSUs granted to each non-management director (2,564 RSUs for Ms. Blackwell, which included a prorated amount of RSUs for her time served from February to April 2014) in April 2014 under the Company’s 2009 Global Incentive Plan, most recently approved by stockholders in 2012, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. For a discussion of the method and assumptions used to calculate such expense, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. As of December 31, 2014, each non-employee director owned 2,051 RSUs, except Ms. Blackwell, who held 2,564 RSUs.

(4)

The Company has not granted stock options to directors since 2007. As of December 31, 2014, each person serving as a non-management director held the following number of stock options: James E. Barlett, -0-; Jean S. Blackwell, -0-; Edward G. Galante, -0-; David F. Hoffmeister, 25,000, all of which are vested; Jay V. Ihlenfeld, -0-; Martin G. McGuinn, -0-; Daniel S. Sanders, -0-; Farah M. Walters, 25,000, all which are vested; and John K. Wulff, -0-.

(5)	Represents dividend equivalents paid under the 2008 Deferred Compensation Plan.

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(1)	For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.

(2)	Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.

(3)	Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.

(4)	For other permitted professional advisory services.

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•	preside over executive sessions of the non-employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the Chairman and CEO;

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•	approve the scheduling of board meetings as well as the agenda and materials for each board meeting and executive session of the board’s non-employee, independent directors;

•	have the authority to call meetings of the board and such other meetings of the non-employee, independent directors as he/she deems necessary;

•	serve as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;

•	meet regularly with the Chairman and CEO;

•	communicate with stockholders as requested and deemed appropriate by the board;

•	interview director candidates along with the nominating and corporate governance committee;

•	approve and coordinate the retention of advisors and consultants who report directly to the non-employee, independent members of the board, except as otherwise required by applicable law or the New York Stock Exchange (“NYSE”) Listing Standards;

•	guide the board’s governance processes concerning the annual board self-evaluation and CEO succession planning; and

•	when requested by the Chairman or the board, assist the board in reviewing and assuring compliance with governance principles.

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•	accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;

•	the quality and integrity of the financial statements of the Company;

•	internal control and compliance programs;

•	the independent registered public accounting firm’s qualifications and independence; and

•	the performance of the independent registered public accounting firm and the Company’s internal audit function.

•	review and approve the compensation of the Company’s executive officers;

•	review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; and

•	oversee the development and implementation of succession plans for the CEO and the other key executives.

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•	identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill board vacancies;

•	review and recommend non-employee director compensation to the board;

•	develop and recommend to the board and oversee implementation of the Company’s Corporate Governance Guidelines;

•	oversee evaluations of the board; and

•	recommend to the board nominees for the committees of the board.

•	oversee the Company’s policies and practices concerning environmental, health, safety and public policy issues;

•	review the impact of such policies and practices on the Company’s corporate social responsibilities, public relations and sustainability; and

•	make recommendations to the board regarding these matters.

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•	leadership experience in business or administrative activities;

•	specialized expertise in the chemical industry;

•	breadth of knowledge about issues affecting the Company;

•	ability to contribute special competencies to board activities;

•	personal integrity;

•	loyalty to the Company and concern for its success and welfare and willingness to apply sound independent business judgment;

•	awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;

•	time available for meetings and consultation on Company matters;

•	willingness to assume fiduciary responsibilities;

•	be intelligent, thoughtful and analytical;

•	possess knowledge about compensation and human resources practices;

•	be free of actual or potential conflicts of interest;

•	have experience serving on boards of public companies; and

•	be familiar with regulatory and governance matters.

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•	Our net sales were $6.8 billion in 2014, up 4.5% from 2013, the second highest level since 2008.(1)

•	We generated Adjusted EBIT(2) of 1.3 billion in 2014, up 20% from 2013, the highest level since 2008.(1)

•	Adjusted earnings per share(3) was $5.67, an increase of 26% over 2013 and the highest level since 2008.(1)

•	Diluted net earnings per share was $4.04 in 2014, down 41.5%, largely due to the recognition in 2013 of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell, and our decision to move, our German polyacetal facility, settlement or curtailment of pension and other postretirement benefit plan obligations.

•	Cumulative total stockholder return over the prior one-, three- and five-year periods was 10%, 40% and 95%, respectively.

•	We generated adjusted free cash flow(4) of $553 million in 2014, up 49% from 2013.

•	We increased our quarterly cash dividend 39% in 2014, paying $144 million in dividends. We have paid cash dividends for 39 consecutive quarters and the average annual rate of increase in the dividend has been at least 20% since 2009.

•	During 2014, we also repurchased $250 million of our Common Stock under our previously announced stock repurchase program. We have repurchased $1.32 billion of our shares of Common Stock from December 31, 2006 until December 31, 2014.

(1)	We reference back to 2008 with respect to various performance measures since that is the earliest date for which we adjusted financial information for our 2013 change in accounting for pension and other post-retirement obligations.

(2)

Adjusted EBIT is a non-GAAP financial measure (“Adjusted EBIT”) that we define as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and amounts attributable to noncontrolling interests (“NCI”). See Exhibit A to this Proxy Statement for additional information concerning this measure and a reconciliation of this measure to net earnings, the most comparable U.S. GAAP financial measure.

(3)

Adjusted earnings per share is a non-GAAP financial measure that we define as earnings (loss) from continuing operations, adjusted for income tax (provision) benefit, certain items, refinancing and related expenses and NCI, divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated using the treasury method. See Exhibit A to this Proxy Statement for additional information concerning these measures and a reconciliation of these measures to the most comparable U.S. GAAP financial measure.

(4)

Adjusted free cash flow is a non-GAAP financial measure that we define as cash flow from operations less other productive asset purchases, operating cash flow from discontinued operations and certain cash flow adjustments, including amounts attributable to NCI and capital contributions from outside stockholders of the Company’s consolidated joint ventures. See Exhibit A to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.

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•	reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and our other named executive officers;

•	evaluating the performance and compensation of the CEO and our other named executive officers in light of their established goals and objectives;

•	reviewing and approving both target and actual pay levels of the CEO and our other named executive officers; and

•	reviewing and approving incentive and equity-based compensation plans, including our annual incentive bonus and our long-term incentive plans, and all grants of awards under such plans to our executive officers.

•	analyze and benchmark incentive targets;

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•	review and provide guidance on compensation plan design;

•	review the composition of our compensation peer group and recommend modifications;

•	conduct an analysis of our compensation of the CEO and the other named executive officers, and assess how target and actual compensation aligned with our philosophy and objectives; and

•	provide market data, historical compensation information, internal equity comparisons, share usage and dilution, competitive practice information and recommendations regarding compensation trends and compensation strategy.

•	Competitive – pay should be set at a level that is competitive to our peers with whom we compete for talent, is equitable among our executive officers, and recognizes the knowledge, skills and attributes of our executive officers;

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•	Performance-based – pay should reward individual and Company performance when pre-established short- and long-term goals are met or exceeded and provide for consequences when such targets are not met;

•	Aligned with Stockholders – incentives should encourage long-term increases in stockholder value; and

•	Focused on Talent – pay should be designed to attract, motivate and retain key executives.

(1)	Available for grant to new hires and in special circumstances. None were granted to any named executive officer in 2014.

(2)	Plan frozen as of December 31, 2013 except for interest accruals.  See “2014 Pension Benefits Table”.

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(1)	For purposes of calculating annual performance bonus awards, Adjusted EBIT is defined as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and amounts attributable to noncontrolling interests, expressed as a percentage of improvement from the prior year. See Exhibit A.

(2)

For purposes of calculating annual performance bonus awards, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable (exclusive of amounts payable in regard to the construction of our Clear Lake methanol plant) divided by (d) net sales, computed monthly and compared with monthly targets. The table reflects the full year average of the monthly results compared to the targets.

(3)	For purposes of calculating annual performance bonus awards for occupational safety, the number of Company injuries is expressed as a percentage of improvement from the prior two-year average.

(4)	For purposes of calculating annual performance bonus awards, process safety includes major plus serious loss of primary containment (defined as a release of greater than 10% of process safety quantity), expressed as a percentage of improvement from the prior two-year average.

(5)	For purposes of calculating annual performance bonus awards, environment includes major plus serious environmental release (defined as a release that is greater than 20% of the reportable quantity), expressed as a percentage of improvement from the prior two-year average.

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(1)	See Exhibit A for definition and additional information.

(2)	Dollars in millions.

(3)	The TSR modifier was calculable based on the percentile performance against the TSR peer group and a formula under which 50th percentile TSR produced a target (100%) payout. The Company did not compute the TSR modifier for the award since there was no Operating EBITDA payout.

(1)	See Exhibit A for definition and additional information.

(2)	Dollars in millions. Includes adjustment for mark-to-market pension accounting.

(3)	If the threshold growth target was not met, participants would have been entitled to receive as the performance payout 34% of the target number of PRSUs provided that the Company’s Operating EBITDA for the performance period was greater than 5% of net sales for the performance period.

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(1)	As of December 31, 2014. Does not include PRSUs that vested and paid out in February 2015. See “Outstanding Equity Awards at Fiscal 2014 Year-End Table”.

(2)	Calculated using $57.57, the average of the 2014 high and low share prices, and average salary during 2014.

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•	our incentive programs utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;

•	a significant portion of our named executive officers’ incentive compensation consists of long-term incentive or other equity-based compensation, which, when coupled with our stock ownership guidelines, encourages long-term equity ownership of our Common Stock by the executives, aligning their interests with our stockholders;

•	the financial metrics utilized under each of the programs are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation and management development committee believes will tend to create long-term stockholder value;

•	various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;

•	in determining the exact mix of compensation from year to year, the compensation and management development committee intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking; and

•	compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.

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(1)

Principal position as of December 31, 2014. Mr. Rohr joined the Company as CEO and President in April 2012. Mr. Sterin served as our Senior Vice President and Chief Financial Officer until May 6, 2014, but was an employee until August 17, 2014. Mr. Jensen has served as our interim Chief Financial Officer since May 6, 2014. Mr. Townsend retired from the Company on December 31, 2014. Ms. Johnston joined the Company in October 2012.

(2)

Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2009 GIP computed in accordance with ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value for 2014, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Additional information regarding PRSUs granted to the named executive officers during 2014 is set forth in note 7 below and in the “2014 Grants of Plan-Based Awards Table” on a grant-by-grant basis.

(3)	Represents the grant date fair value of stock options granted in the year indicated under our 2009 GIP computed in accordance with FASB ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

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(4)	Includes annual performance bonus award cash payouts with respect to 2014 performance. Further information about the Annual Performance Bonus Plan is set forth in “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards” and the “2014 Grants of Plan-Based Awards Table”.

(5)

Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 3.9% for 2014. The discount rate in 2013 was 4.7% and the rate in 2012 was 3.8%. The values shown assume retirement from the CARPP and the CASRPP at age 65 with a life only benefit. The values for Mr. Townsend reflect his actual retirement date as of December 31, 2014.

(6)	The amounts reported in this column with respect to fiscal 2014 consist of the following:

(7)

The fair value of PRSUs granted under the 2014 LTIP was calculated to be $48.54 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on February 6, 2014, the date of grant, discounted for lack of dividend participation. With respect to PRSUs granted under the 2014 LTIP, payout of such PRSUs can range from a minimum of 0% to a maximum of 200% of target. The target and maximum potential values of the award of PRSUs for the named executive officers using the fair value discussed above, assuming performance at the target and maximum levels of performance conditions, is set forth below. Actual performance, and the stock price at the payout dates, is uncertain.

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(1)

2014 Annual Performance Bonus Plan. For purposes of this table, (i) the “threshold” bonus amount is calculated based on all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based on all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based on all performance measures being achieved at the plan superior levels (200% of target bonus); and (iv) the individual performance modifier (0-150%) for each executive officer being equal to 100% in all the

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(2)

PRSUs representing the 2014 LTIP were awarded under the 2009 GIP and vest 50% on each of February 1, 2016 and January 1, 2017, based on the Company’s achievement of target levels of Adjusted EBIT growth during fiscal year 2014 and 2015. If the growth target is not met, participants will be entitled to receive as the performance payout 34% of the target number of PRSUs if the Company’s Operating EBITDA for the performance period is greater that 5% of net sales for the period. See “Exhibit A” for more information about these performance measures.

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(1)	Vesting treatment upon termination of employment is described under “Potential Payments Upon Termination or Change in Control – Long-Term Incentive Awards”.

(2)	For PRSUs, the market or payout value has been computed based on the number of units awarded, at actual performance for the 2013 PRSUs and target performance for the 2014 PRSUs, multiplied by the closing stock price on December 31, 2014. Actual performance and payout value may vary.

(3)	25% of the option award vests each year on April 5 beginning in 2013.

(4)	25% of the option award vests, subject to a hold requirement upon exercise, each year on October 1 beginning in 2011. Under the hold requirement, when each awarded stock option is exercised, the executive officer must hold the net shares received after covering the exercise price, taxes and any transaction costs for an additional one year.

(5)	25% of the option award vests, subject to a hold requirement upon exercise, each year on October 1 beginning in 2012.

(6)	33.3% of the option award vests each year on October 17 beginning in 2013.

(7)	The restricted stock award vests 33.3% on October 1, 2012, 33.3% on April 5, 2013 and 33.4% on April 5, 2015.

(8)	RSUs vest 33.33% on October 17, 2013, 33.33% on October 17, 2014 and 33.34% on October 17, 2015.

(9)	Represents 2013 PRSUs adjusted for performance at 200% of target based on actual 2013-2014 Adjusted EBIT results. These PRSUs vest 50% on each of February 1, 2015 and January 1, 2016.

(10)

The 2014 PRSUs vest 50% on each of February 1, 2016 and January 1, 2017 subject to adjustment (0-200% of targeted amount shown) based on Company performance against pre-established metrics. The 2014 PRSUs vest based on the Company’s achievement of the following performance metric. See “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Long-Term Incentive Compensation” for additional information.

(1)	Gross shares (includes shares withheld to cover taxes) acquired.

(2)	Includes shares acquired from the exercise of stock options but are held until expiration of a required one-year hold period from the date of exercise, when they will be released, as follows: Mr. Sterin – 3,300 shares.

(3)	Includes shares that vested from RSU awards but are deferred as RSUs until expiration of a required seven-year hold period from the date of grant, when they will be paid out subject to federal, state and local income taxes, as follows: Mr. Sterin – 1,585 shares; Mr. Townsend – 775 shares; Mr. Nivica – 1,142 shares; and Mr. Jensen – 2,277 shares.

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(1)	As noted below, all of the plans in the table have been frozen, meaning that benefits (other than earnings) are no longer accrued for compensation or service after the applicable plan freeze date.

(2)

The present value amounts shown in the table above are the amount needed today that, with interest, would provide the named executive officer’s future retirement benefit. Assumptions used to determine the present value of benefits earned for employees hired prior to January 1, 2001 in the CARPP (defined below) are based on a 3.9% discount rate based and mortality from the RP.2014 “Healthy Annuitants” (Qualified-Blue Collar, NQ-no collar) Mortality Table using scale MP with generated projection. Benefits earned for employees hired on or after January 1, 2001 in the CARPP are based on an assumed future interest crediting rate of 3.2% to age 65 and an interest only discount rate of 3.9%. Retirement is assumed to occur at age 65 in the CARPP, with the exception of Mr. Townsend, who is assumed to retire at his earliest unreduced retirement age of 58 years.

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(1)

Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2014, which amounts are also included as All Other Compensation in the “2014 Summary Compensation Table”. Amounts in this column for the 2009 GIP represent the portion of long-term incentive plan PRSU or RSU awards that vested during 2014 but remain subject to a hold requirement. The amount reported is based on our stock price on the applicable vesting date. These awards were included as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted, based on the grant date fair value. None of the amounts in this column for the 2009 GIP were reported as compensation in the “2014 Summary Compensation Table”.

(2)

Amounts in this column for the CASRSP and the 2008 Deferred Compensation Plan (“2008 Deferred Plan”) represent earnings during 2014 under such plans. For Mr. Nivica, earnings correspond to the 1-3 Year Government/Credit Bond Index Fund (which is also an investment option under the CARSP). Amounts in this column for the 2009 GIP represent changes in our stock price during the year for all outstanding RSUs and/or PRSUs that were previously vested but remain subject to a hold requirement, plus related unpaid cash dividends credited during 2014 on such awards. None of the amounts in this column were reported as compensation in the “2014 Summary Compensation Table”.

(3)

Amounts in this column for the 2009 GIP include the value, at December 31, 2014, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted. The portion of amounts in this column that have been reported in prior year Summary Compensation Tables is as follows: (i) for the Celanese Americas Supplemental Retirement Savings Plan, Mr. Townsend – $13,231; (ii) for the 2009 GIP, Mr. Sterin – $564,710; Mr. Townsend – $294,444; Mr. Nivica – $469,664; and Mr. Jensen – $133,788; and (iii) for the 2008 Deferred Compensation Plan, Mr. Nivica – $274,620.

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•	a lump sum payment equal to two (one and one-half for Mr. Jensen) times the sum of:

▪	the names executive officer’s then current annualized base salary, and

▪	the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash bonuses paid by the Company to the named executive officer for the three fiscal years preceding the date of termination; and

•	group health and dental coverage for the named executive officer and his or her dependents for a period of two years (18 months in the case of Messrs. Rohr, Nivica and Jensen and Ms. Johnston) following the date of termination.

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(1)	Paid pursuant to the Severance Plan and change in control agreements, as applicable and discussed above.

(2)

Stock options, restricted stock awards (including accumulated dividends) and RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different. For Mr. Rohr’s restricted stock award, includes the payout of accumulated dividends.

(3)

Upon a change in control, 2013 PRSUs vest in full at target levels and 2014 PRSUs vest at the greater of target or estimated actual performance (target performance has been assumed) if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.

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(4)	Represents the excise tax gross-up required to make the executive whole after payment of the excise tax imposed under Section 4999. This benefit may be paid by the Company under the change in control agreement for Mr. Jensen, subject to certain limitations. Mr. Rohr, Mr. Nivica and Ms. Johnston are not entitled to any tax gross-up.

(5)	Represents reimbursement of premiums for months of medical and dental coverage continuation upon a change in control as applicable, and the payment of COBRA premiums for a period of one year from the date of termination under our Executive Severance Benefits Plan, each based on 2014 rates.

(6)	Upon termination by the Company without cause, each executive is entitled to up to $16,200 in outplacement services.

(7)

Mr. Rohr and Mr. Nivica and Ms. Johnston’s change in control agreements provide for a “best net” feature which would reduce the parachute payments to the safe-harbor limit if it is more financially advantageous to the executive on an after-tax basis (taking int consideration federal, state and local income taxes, and the imposition of the excise tax). In the event it is more advantageous for the executive’s payments to be reduced, the Company shall reduce or eliminate the payments by first reducing or eliminating those payment which are not payable in cash and then by reducing or eliminating cash payments in each case in reverse order of when they would have other wise been paid.

(8)	Mr. Townsend retired on December 31, 2014.

•

Restrictive and Cooperation Covenants: Mr. Sterin agreed (1) for a period of two years after the Separation Date not to compete with the Company, or to solicit or hire former employees of the Company, and (2) to keep information concerning the Company confidential. Mr. Sterin agreed to cooperate with the Company as necessary after the Separation Date, including being available for conference calls and assisting with pending litigation and claims.

•	Release: The Agreement also provided for a general release by Mr. Sterin of any and all claims that he may have against the Company.

•	Separation Pay and Bonus: By virtue of the Company’s Executive Severance Benefits Plan and the Agreement, the Company agreed to provide separation pay to Mr. Sterin totaling $630,000 and a target bonus of $504,000 payable in installments. Mr. Sterin was also entitled to receive a pro rata annual incentive plan bonus for 2014, based on actual Company performance.

•

Vesting and Settlement of Equity Awards: By virtue of the terms of Mr. Sterin’s existing equity awards, Mr. Sterin vested in a pro rata portion of all RSUs and PRSUs outstanding on the Separation Date, to be settled in accordance with the settlement provisions contained in the respective award agreements, including performance conditions with respect to PRSUs and holding period requirements with respect to certain outstanding awards. Mr. Sterin was also entitled to pro rata vesting of his outstanding 2010 and 2011 stock option awards, and was entitled to exercise the vested portion of such stock option awards from the Separation Date through August 17, 2015. The portion of his equity awards that were not previously vested or accelerated were forfeited as of the Separation Date.

•

Pension and Welfare Benefits: Mr. Sterin was entitled to continue participation in the Company’s welfare benefit plans until February 17, 2016 (18 months after separation for health and dental benefits under COBRA), and was entitled to receive twelve months of Company-paid health and dental coverage via COBRA. Mr. Sterin will continue to be entitled to his accrued benefits under the Company’s employee benefit and pension plans and policies in which he participates, independent of the Agreement.

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(1)	Consisting of base salary and target bonus. Paid pursuant to the Severance Plan, as applicable and discussed above.

(2)	Paid pursuant to the Severance Plan, as applicable and discussed above.

(3)	A pro rata portion vested based the provisions of his existing equity award agreements. The value shown represents the in-the-money value of unvested stock options that became vested upon the stated event assuming exercise of the stock options on the Separation Date based on the closing price for Common Stock on the NYSE on August 15, 2014, the last trading day prior to such date ($59.37).

(4)	A pro rata portion vested based on the portion of the service period that had lapsed based on the provisions of his existing equity award agreements. The value shown represents the value of unvested RSUs that became vested upon the stated event assuming vesting on the Separation Date based on the closing price for Common Stock on the NYSE on such date.

(5)	A pro rata amount of the outstanding PRSUs vested subject to actual performance based on the provisions of his existing equity award agreements, and will be paid on the scheduled settlement dates based on actual Company performance. This table assumes performance at target levels and payout as of the Separation Date based on the closing price for Common Stock on the NYSE on such date.

(6)	No tax gross-ups were provided in connection with this separation.

(7)	COBRA premium reimbursement.

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*	Less than 1% of shares.

(1)	Includes shares for which the named person or entity has sole and/or shared voting and/or investment power and restricted stock awards subject to vesting conditions. Does not include shares that may be acquired through exercise of options or vesting of

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(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 23, 2015, and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options, granted under the 2004 stock incentive plan and the 2009 GIP, that have vested or will vest within 60 days of February 23, 2015, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of February 23, 2015. Does not include (i) units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. Sanders – 2,767 equivalent shares; Ms. Walters – 5,747 equivalent shares; and Mr. Wulff – 16,563 equivalent shares, and (ii) the portion of long-term incentive plan PRSU or RSU awards that previously vested but remain subject to a 7-year hold requirement as follows: Mr. Jensen – 4,680 equivalent shares; Mr. Nivica – 9,590 equivalent shares; Mr. Sterin – 11,736 equivalent shares; and Mr. Townsend – 6,068 equivalent shares.

(3)

On February 13, 2015, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 5 to Schedule 13G with the SEC reporting beneficial ownership of 18,738,922 shares of Common Stock as of December 31, 2014 with sole voting power and sole dispositive power over such shares. On February 13, 2015, The Growth Fund of America, Inc. (“Growth Fund”) filed an Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 6,300,000 shares of Common Stock as of December 31, 2014 and indicating ability to vote such shares under certain circumstances. Based on a review of these filings, Capital Research and Management Company manages and/or advises each of Capital Research and Growth Fund and, accordingly, as noted in the filings, shares reflected in each of these reporting person’s filings may include the other related reporting person’s holdings. The address of Capital Research and Growth Fund is 333 South Hope Street, Los Angeles, CA 90071.

(4)

On February 13, 2015, T. Rowe Price Associates, Inc. (“Price Associates”) filed an Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 17,308,549 shares of Common Stock as of December 31, 2014, with sole voting power over 6,807,268 shares and sole dispositive power over 17,247,399. As disclosed by Price Associates, these securities are owned by various individual and institutional investors for which Price Associates serves as an investment advisor with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be the beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.

(5)	On February 13, 2015, Dodge & Cox filed an Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership of 15,733,381 shares of Common Stock as of December 31, 2014, with sole voting power over 14,819,731 shares and sole dispositive power over 15,733,381 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(6)

On February 10, 2015, The Vanguard Group, Inc. (“Vanguard Group”) filed an Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 9,547,957 shares of Common Stock as of December 31, 2014, with sole voting power over 148,168 shares, sole dispositive power over 9,413,480 shares and shared dispositive power over 134,477 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of Vanguard Group, are the beneficial owners of 89,677 shares and 103,291 shares, respectively, and direct the voting of these shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(7)

On February 3, 2015, BlackRock, Inc., a parent holding company (“BlackRock”), filed a Schedule 13G with the SEC reporting aggregate beneficial ownership of 7,799,297 shares of Common Stock as of December 31, 2014. Of the reported amount, BlackRock subsidiaries, collectively, had sole voting power over 6,689,555 shares and sole dispositive power over 7,799,297 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10022.

(8)	Listed alphabetically. Except as set forth in the footnotes below, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

(9)	Mr. Rohr also serves as a director and his ownership information is set forth under “Named Executive Officers”.

(10)

Does not include beneficial ownership by Mr. Sterin and Mr. Townsend who were not executive officers as of the record date. Includes beneficial ownership of Common Stock by Mr. Jensen of 1,013 equivalent shares in the Celanese Americas Retirement Savings Plan Stock Fund under the CARSP as of February 23, 2015. The individual has the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

(11)	Does not include 475,995 PRSUs (at target) held by our current executive officers as of February 23, 2015 subject to future performance and vesting conditions.

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•	FOR the election of each of the nominees for Class I director named in this Proxy Statement – James E. Barlett, Edward G. Galante, and David F. Hoffmeister;

•	FOR advisory approval of executive compensation; and

•	FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2015.

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•	Stockholder of Record.  If you are a stockholder of record, please use the same contact information provided above under “How can I request free copies of the proxy materials or additional information?”

•	Beneficial Owner.  If you are a beneficial owner, please submit your request to your broker, bank or other nominee that is the Record Holder of your shares.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated January 22, 2015 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 22, 2015.

(2)	Defined as Adjusted EBIT divided by Net sales attributable to Celanese Corporation.

(3)	Excludes accelerated depreciation and amortization expense included in Certain items above.

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(1)	Primarily associated with purchases of other productive assets that are classified as ‘investing activities’ for GAAP purposes.

(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated January 22, 2015 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 22, 2015.

(2)	The adjusted effective tax rate is 21% for the year ended December 31, 2014 and 19% for the year ended December 31, 2013.

(3)	The year ended December 31, 2014 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 12.7% vs. expected plan asset returns of 8.2%. The year ended December 31, 2013 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 7.9% vs. expected plan asset returns of 8.0%.

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

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