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(1)	Ms. Blackwell is not included in this table because she became a director in February 2014. Mr. Galante joined the board in February 2013 and received a prorated annual retainer in 2013. Mr. O’Neill retired from the board in April 2013. Mr. Rohr is not included in this table because he was an employee of the Company during 2013 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 1,958 RSUs granted to each non-management director (2,447 RSUs for Mr. Galante, which included a prorated amount of RSUs for his time served from February to April 2013) in April 2013 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 Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. As of December 31, 2013, each non-employee director owned 1,958 RSUs, except Mr. Galante, who held 2,447 RSUs.

(4)

As of December 31, 2013, each person serving as a non-management director held the following number of stock options: James E. Barlett, 24,622, all of which are vested; Edward G. Galante, -0-, David F. Hoffmeister, 25,000, all of which are vested; Jay V. Ihlenfeld, -0-; Martin G. McGuinn, 25,000, all of which are vested; Daniel S. Sanders, -0-; Farah M. Walters, 25,000, all which are vested; and John K. Wulff, -0-.

(5)

Includes dividend equivalents paid under the 2008 Deferred Compensation Plan, and certain expenses paid for or reimbursed by the Company in connection with spousal or guest attendance at certain board meetings and other Company events, as well as certain non-business related expenses incurred by the director at these events in 2013. Such expenses could include meals, airfare, lodging and other entertainment, and other similar items.

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•	Our net sales were $6.5 billion in 2013, up 1.4% from 2012, the third highest level since 2008.(1)

•	We generated Adjusted EBIT(2) of $1.1 billion in 2013, up 9.8% from 2012, the second highest level since 2008.

•	Diluted net earnings per share was $6.91 in 2013, up 196.6%, the highest level since 2008, largely due to the recognition of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell and move our German polyacetal operations.

(1)	We reference back to 2008 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 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 noncontrolling interests (“Adjusted EBIT”). 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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•	Adjusted earnings per share(3) of $4.50, excluding the gain on the Fraport settlement and certain other items, an increase of 10.6% over 2012 and the second highest level since 2008.

•	Our cumulative total stockholder return over the prior one-, three- and five-year periods was 25%, 37% and 361%, respectively.

•	We generated adjusted free cash flow(4) of $372 million in 2013, up 9.7% from 2012.

•	We increased our quarterly dividend twice in 2013, for an aggregate increase of 140%. We have paid cash dividends for 35 consecutive quarters, and the average annual increase in the dividend has been at least 20% since 2009.

•	During 2013, we also returned $164 million to stockholders by repurchasing shares of our Common Stock under our previously-announced stock repurchase program. We repurchased approximately $1.1 billion of our shares from December 31, 2006 until December 31, 2013.

•

We emphasize pay for performance and structure our compensation program to provide appropriate incentives to executives to drive business and financial results. In 2013, our named executive officers were eligible for annual performance bonus awards based, in part, on our performance relative to three metrics (Adjusted EBIT, working capital and stewardship). The amount of these cash bonus awards reflected our actual performance on these metrics and the impact of a personal modifier set by our compensation and management development committee, based on individual goals.

•

Under our 2013 long-term incentive plan, which we implemented to align more closely with our strategic plans, 100% of each named executive officer’s equity awards in 2013 were performance-based, all in the form of performance-based restricted stock units (“PRSUs”). Also, under our 2014 long-term incentive plan, at least 44% of each of our named executive officer’s, and 70% of our chief executive officer’s, targeted 2014 compensation will be performance-based, long-term compensation.

•	Our three-year average share usage and our fully diluted overhang is below the 25th percentile of our peer group.

•	We have no employment agreements.

(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 noncontrolling interests, 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 information concerning this measure and a reconciliation of this measure 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. 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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•

We have a policy that prohibits the hedging of ownership of Company stock and, without our consent, the pledging of Company stock, by directors and employees. None of our executive officers or directors has, to our knowledge, entered into any hedges or pledged any of their shares of Common Stock. See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Prohibition on Hedging and Pledging” for additional information.

•	We have clawback agreements that require repayment of certain incentive compensation in the event of certain conduct. See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Executive Compensation Recoupment Policy” for additional information.

•	We do not provide tax gross-ups on perquisites except in the case of reimbursement of relocation expenses.

•

Our stock ownership guidelines include only shares owned outright, share equivalents in deferred compensation and savings plans, vested restricted stock units subject to a hold requirement, a portion of unvested restricted stock awards and a portion of restricted stock units that will vest within one year of the measurement date. See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Executive Stock Ownership Requirements” for additional information.

•	Our senior executives are entitled to severance benefits in connection with a termination without cause under our executive severance plan, which eliminates the need for negotiating arrangements at the time of a dismissal. See “Compensation Discussion & Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements” for additional information.

•

In order to encourage our named executive officers to focus on the best interests of our stockholders, we have change in control agreements that provide severance benefits (subject to a cutback to avoid excise taxes if the after tax benefit is greater) following a termination of employment by the Company without cause or by the officer for good reason generally within two years after a change in control. Benefits under these agreements are in lieu of executive severance plan benefits. These agreements are intended to alleviate personal concerns under a potential change in control and not to provide compensation advantages for executing a particular transaction. See “Compensation Discussion and Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements — Change in Control Agreements” for additional information.

•	No annual performance bonuses are paid to our executive officers unless the Company meets or exceeds a threshold level of Company performance on at least one of the performance metric categories.

•	The compensation and management development committee has the ability to use its discretion to reduce the amount of payments under the compensation program.

•	Payment opportunities for our executive officers under both the annual performance bonus and long-term incentive plans are capped.

•	The compensation and management development committee has plan oversight and approves both the design and payout of all annual performance bonus awards, as well as each grant of long-term incentive compensation, for our executive officers.

•	The executive compensation program is subject to periodic assessment by the compensation and management development committee and its independent compensation consultant. See “Compensation Discussion & Analysis — Risk Assessment of Compensation Practices” for additional information.

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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;

•	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 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 New York Stock Exchange (“NYSE”) Listing Standards; 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 $6.5 billion in 2013, up 1.4% from 2012, the third highest level since 2008.(2)

•	We generated Adjusted EBIT(1) of $1.1 billion in 2013, up 9.8% from 2012, the second highest level since 2008.

•	Diluted net earnings per share was $6.91 in 2013, up 196.6%, the highest level since 2008, largely due to the recognition of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell and move our German polyacetal operations.

(1)

Operating EBITDA and Adjusted EBIT are non-GAAP financial measures. Adjusted EBIT is a non-GAAP financial measure 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 noncontrolling interests (“Adjusted EBIT”). Operating EBITDA is equal to Adjusted EBIT plus depreciation and amortization (“Operating EBITDA”). See Exhibit A to this Proxy Statement for additional information concerning these measures and a reconciliation of these measures to net earnings, the most comparable U.S. GAAP financial measure.

(2)	We reference back to 2008 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.

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•	Adjusted earnings per share(3) of $4.50, excluding the gain on the Fraport settlement and certain other items, an increase of 10.6% over 2012 and the second highest level since 2008.

•	Our cumulative total stockholder return over the prior one-, three- and five-year periods was 25%, 37% and 361%, respectively.

•	We generated adjusted free cash flow(4) of $372 million in 2013, up 9.7% from 2012.

•	our Adjusted EBIT and working capital exceeded target levels; and

•	our stewardship performance exceeded target levels, with occupational and process safety exceeding superior performance.

(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 noncontrolling interests, 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. 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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•	payment opportunities for both the annual performance bonus plan and the long-term incentive plans are capped;

•	plan oversight and approval of both the design and payout of the executive officers’ annual performance bonus awards, as well as each grant of long-term incentive compensation, by the compensation and management development committee;

•	periodic assessment of the annual performance bonus and long-term incentive plans by management and the compensation and management development committee’s independent compensation consultant; and

•	incentive targets that are analyzed and benchmarked.

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

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

•	reviewing and approving both target and actual pay levels of our executive officers;

•	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 executive officers; and

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

•	analyze and benchmark incentive targets;

•	review and provide guidance on compensation plan design;

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

•	conduct an analysis of compensation for our 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.

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•	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;

•	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.

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(1)	Granted for new hire awards and in special circumstances. None were granted to any named executive officer in 2013.

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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, 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 divided by (d) net sales, computed monthly. 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 and contractor 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)	Dollars in millions.

(2)	The TSR modifier was determined based on the percentile performance against the TSR peer group and a formula under which 50th percentile TSR produced a target (100%) payout.

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(1)	Calculated using $50.06, the average of the 2013 high and low share prices, and average salary during 2013.

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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 most senior executives’ 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, 2013. Mr. Rohr joined the Company as CEO in April 2012. Ms. Johnston joined the Company in October 2012. Mr. Nivica resigned as corporate secretary as of February 10, 2014.

(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 2013, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Additional information regarding PRSUs granted to the named executive officers during 2013 is set forth in footnote 7 to this 2013 Summary Compensation Table and in the “2013 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 Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(4)	Includes annual performance bonus award cash payouts with respect to 2013 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 “2013 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 4.7% for 2013. The discount rate in 2012 was 3.8% and the rate in 2011 was 4.6%. The values shown assume retirement from the Celanese Americas Retirement Pension Plan and the Celanese Americas Supplemental Retirement Pension Plan at age 65 with a life only benefit. Mr. Townsend is assumed to retire at his earliest unreduced retirement age of 58 with a life only benefit.

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(6)	See “Supplemental Perquisites and All Other Compensation Table” for additional information.

(7)

The fair value of PRSUs granted under the 2013 LTIP was calculated to be $47.14 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on February 6, 2013, the date of grant, discounted for lack of dividend participation. With respect to PRSUs granted under the 2013 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.

(8)	Ms. Johnston’s offer letter provided for a sign-on annual performance bonus award for 2012 based on target Company performance to replace a lost incentive award when she joined the Company.

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(1)

The Celanese Americas Supplemental Retirement Savings Plan (“CASRSP”), is an unfunded, nonqualified defined contribution plan that is available only to persons employed by Celanese prior to January 1, 2001. If a person meets this eligibility requirement, he or she is entitled to an allocation under this plan equal to 5% of his or her salary in excess of the compensation limits under CARSP. The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP. Further information about the CASRSP is set forth in the “2013 Nonqualified Deferred Compensation Table”.

(2)	We make a matching contribution based on the employee’s pre-tax and after-tax contributions to the CARSP. We match 100% up to the first 5% that is contributed up to a base salary of $255,000. Contributions that are in excess of 5% will not be matched. This benefit is made available to all U.S.-based eligible employees.

(3)	The Group Excess Personal Liability insurance policy provides excess limit of liability coverage to senior executives.

(4)	This column includes expenses paid for or reimbursed by the Company in connection with spousal or guest attendance at business-related events, as well as certain non-business related expenses incurred by the named executive officer at these events. Such expenses could include meals, airfare, lodging, other entertainment and other similar items.

(5)	Represents the cost of an annual comprehensive physical exam and expert consultation.

(6)	Paid to reimburse Mr. Rohr and Ms. Johnston for taxes paid in connection with relocation expenses paid by us in accordance with our relocation policy available to all eligible employees. No other tax gross-ups were paid to any other named executive officer during 2013.

(7)	Represents for Mr. Rohr and Ms. Johnston, relocation benefits of $105 and $524, respectively, in connection with our relocation policy. The table does not include any amounts for personal benefits provided to our named executive officers for which we believe there is no aggregate incremental cost to the Company.

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(1)

2013 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 for each executive officer being equal to 100% in all the scenarios. Awards are also subject to an individual modifier ranging from 0-150%, regardless of the level of achievement. See “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards” for additional information.

(2)

PRSUs were awarded under the 2009 GIP for the 2013 LTIP program and vest 50% on each of February 1, 2015 and January 1, 2016, based on the Company’s achievement of target levels of Adjusted EBIT growth during fiscal year 2013 and 2014. 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.

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

(2)	25% of the option award vests each year on April 5 beginning in 2013.

(3)	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.

(4)	25% of the option award vests, subject to a hold requirement upon exercise, each year on October 1 beginning in 2012.

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(5)	33.3% of the option award vests each year on October 17 beginning in 2013.

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

(7)	RSUs vest on June 30, 2014.

(8)	RSUs vest, subject to a hold requirement, 30% on October 1, 2012, 30% on October 1, 2013 and 40% on October 1, 2014. Under the hold requirement, when RSUs vest, a portion (55%) is immediately deliverable to the executive officer and the remaining portion (45%) is held until the seventh anniversary of the grant date.

(9)	RSUs vest 33% on December 20, 2012, 33% on December 20, 2013 and 34% on December 20, 2014.

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

(11)

PRSUs vest, subject to a hold requirement, on November 1, 2014 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics. The 2011 PRSUs vest based on the Company’s achievement of the following performance metrics. See “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Long-Term Incentive Compensation” for additional information.

(12)

PRSUs vest 50% on each of February 1, 2015 and January 1, 2016 subject to adjustment (0-200% of targeted amount shown) based on Company performance against pre-established metrics. The 2013 PRSUs vest based on the Company’s achievement of the following performance metrics. See “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Long-Term Incentive Compensation” for additional information.

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

(2)	Includes shares that vested but are held until expiration of a one-year hold period from date of exercise, when they will be released, as follows: Mr. Sterin – 5,174 shares.

(3)	Includes shares that vested but are deferred as RSUs until expiration of the seven-year hold period from date of grant, when they will be paid out subject to federal, state and local income taxes, as follows: Mr. Sterin – 7,250 shares; Mr. Townsend – 3,813 shares; and Mr. Nivica – 6,632 shares.

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(1)

Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan represent Company contributions credited under the plan for 2013, which amounts are also included as All Other Compensation in the “2013 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 2013 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 “2013 Summary Compensation Table”.

(2)

Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan and the 2008 Deferred Compensation Plan represent earnings during 2013 under such plans. 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 2013 on such awards. None of the amounts in this column were reported as compensation in the “2013 Summary Compensation Table”.

(3)

Amounts in this column for the 2009 GIP include the value, at December 31, 2013, 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 2009 GIP, Mr. Sterin – $129,395, Mr. Townsend – $-0- and Mr. Nivica – $81,000; (ii) for the Celanese Americas Supplemental Retirement Savings Plan, Mr. Townsend – $3,116; and (iii) for the 2008 Deferred Compensation Plan, Mr. Nivica – $164,660.

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•	a lump sum payment equal to two times the sum of:

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

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▪	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 officer for the three fiscal years preceding the date of termination; and

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

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(1)	Paid pursuant to our Executive Severance Benefits 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

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(3)

Upon a change in control, PRSUs vest in full at target levels 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.

(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 Messrs. Sterin’s and Townsend’s change in control agreements, subject to certain limitations. Messrs. Rohr and Nivica and Ms. Johnston are not entitled to any tax gross-up.

(5)	Represents reimbursement of premiums for two years (Messrs. Sterin and Townsend) or 18 months (Messrs. Rohr, Nivica and Jensen and Ms. Johnston) of medical and dental coverage continuation upon a change in control, 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 2013 rates.

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

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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 restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.

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(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 24, 2014, 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 24, 2014, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of February 24, 2014. Also includes units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. Sanders – 5,981 equivalent shares; Ms. Walters – 6,319 equivalent shares; and Mr. Wulff – 16,301 equivalent shares.

(3)

On February 12, 2014, T. Rowe Price Associates, Inc. (“Price Associates”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 21,039,378 shares of Common Stock as of December 31, 2013, with sole voting power over 7,107,273 shares and sole dispositive power over 20,978,728. 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.

(4)

On February 13, 2014, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership of 19,547,922 shares of Common Stock as of December 31, 2013 with sole voting power and sole dispositive power over such shares. On February 13, 2014, The Growth Fund of America, Inc. (“Growth Fund”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 8,875,000 shares of Common Stock as of December 31, 2013 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.

(5)	On February 13, 2014, Dodge & Cox filed an Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 15,839,670 shares of Common Stock as of December 31, 2013, with sole voting power over 14,898,270 shares and sole dispositive power over 15,839,670 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(6)

On February 12, 2014 The Vanguard Group, Inc. (“Vanguard Group”) filed a Schedule 13G with the SEC reporting beneficial ownership of 8,587,571 shares of Common Stock as of December 31, 2013, with sole voting power over 146,777 shares, sole dispositive power over 8,461,834 shares and shared dispositive power over 125,737 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of Vanguard Group, are the beneficial owners of 90,037 shares and 92,440 shares, respectively, and direct the voting of these shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(7)	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.

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

(9)

Includes beneficial ownership of Common Stock by Steven M. Sterin of 1,076 equivalent shares, and by other executive officers of an aggregate of 999 equivalent shares, in the Celanese Americas Retirement Savings Plan Stock Fund as of February 24, 2014. These individuals have 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.

(10)	Does not include 480,087 PRSUs (at target) held by our current executive officers as of February 24, 2014 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 – Jean S. Blackwell, Martin G. McGuinn, Daniel S. Sanders, and John K. Wulff;

•	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, 2014.

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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)

Effective January 1, 2013, we elected to change our policy for recognizing actuarial gains and losses and the change in fair value of plan assets for our defined benefit pension plans and other postretirement benefit plans. We now immediately recognize the change in fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. The remaining components of our net periodic benefit cost are recorded on a quarterly basis.

(2)	Information about Certain items is included in Table 8 of the Company’s press release dated January 23, 2014 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.1 to our Form 8-K furnished to the SEC on January 23, 2014.

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

(1)	Primarily associated with purchases of other productive assets that are classified as ‘investing activities’ for GAAP purposes. Amount for 2012 also includes Kelsterbach plant relocation related cash expenses.

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(1)

Effective January 1, 2013, we elected to change our policy for recognizing actuarial gains and losses and the change in fair value of plan assets for our defined benefit pension plans and other postretirement benefit plans. We now immediately recognize the change in fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. The remaining components of our net periodic benefit cost are recorded on a quarterly basis.

(2)	Information about Certain items is included in Table 8 of the Company’s press release dated January 23, 2014 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.1 to our Form 8-K furnished to the SEC on January 23, 2014.

(3)	The adjusted effective tax rate is 19% for the year ended December 31, 2013 and 17% for the year ended December 31, 2012.

(4)	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%. The year ended December 31, 2012 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 13.1% vs. expected plan asset returns of 8.1%.

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

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