Celanese Corp - FORM 8-K - EX-99.5 - EXHIBIT 99.5

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8-K - 8-K - Celanese Corp	june1820178-kdoc.htm
EX-99.4 - EXHIBIT 99.4 - Celanese Corp	june1820178-kex994.htm
EX-99.3 - EXHIBIT 99.3 - Celanese Corp	june1820178kex993.htm
EX-99.2 - EXHIBIT 99.2 - Celanese Corp	june1820178-kex992.htm
EX-99.1 - EXHIBIT 99.1 - Celanese Corp	june1820178-kex991.htm

Exhibit 99.5

Historical Non-US GAAP Financial Measures and Supplemental Information

June 18, 2017

In this document, the terms the "Company," "we" and "our" refer to Celanese Corporation and its subsidiaries on a consolidated basis.

Purpose

The purpose of this document is to provide information of interest to investors, analysts and other parties including supplemental financial information and reconciliations and other information concerning our use of non-US GAAP financial measures.

Presentation

This document presents the Company's business segments in two subtotals, reflecting our two cores, the Acetyl Chain and Materials Solutions, based on similarities among customers, business models and technical processes. As described in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q, the Acetyl Chain includes the Company's Acetyl Intermediates segment and the Industrial Specialties segment. Materials Solutions includes the Company's Advanced Engineered Materials segment and the Consumer Specialties segment. For comparative purposes, the historical financial information included herein has been presented to reflect the Acetyl Chain and Materials Solutions subtotals. There has been no change to the composition of the Company's business segments.

Use of Non-US GAAP Financial Measures

From time to time, management may publicly disclose certain numerical "non-GAAP financial measures" in the course of our earnings releases, financial presentations, earnings conference calls, investor and analyst meetings and otherwise. For these purposes, the Securities and Exchange Commission ("SEC") defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with US GAAP, and vice versa for measures that include amounts, or are subject to adjustments that effectively include amounts, that are excluded from the most directly comparable US GAAP measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States.

Non-GAAP financial measures disclosed by management are provided as additional information to investors, analysts and other parties because the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate our financial condition and period-to-period comparisons. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered in isolation or as alternatives to, net earnings (loss), operating profit (loss), operating margin, cash flow from operating activities (together with cash flow from investing and financing activities), earnings per share or any other US GAAP financial measure. These non-GAAP financial measures should be considered within the context of our complete audited and unaudited financial results for the given period, which are available on the Investor Relations/Financial Information/SEC Filings page of our website, www.celanese.com. The definition and method of calculation of the non-GAAP financial measures used herein may be different from other companies' methods for calculating measures with the same or similar titles. Investors, analysts and other parties should understand how another company calculates such non-GAAP financial measures before comparing the other company's non-GAAP financial measures to any of our own. These non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive or projections of future results.

Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also present in this document, in the presentation itself or on a Form 8-K in connection with the presentation on the Investor Relations/Financial Information/Non-GAAP Financial Measures page of our website, www.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

This document includes definitions and reconciliations of non-GAAP financial measures used from time to time by the Company.

Specific Measures Used

This document provides information about the following non-GAAP measures: adjusted EBIT, adjusted EBIT margin, operating EBITDA, operating EBITDA margin, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital (adjusted). The most directly comparable financial measure presented in accordance with US GAAP in our consolidated financial statements for adjusted EBIT and operating EBITDA is net earnings (loss) attributable to Celanese Corporation; for adjusted EBIT margin and operating EBITDA margin is operating margin; for operating profit (loss) attributable to Celanese Corporation is operating profit (loss); for adjusted earnings per share is earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted; for net debt is total debt; for free cash flow is net cash provided by (used in) operations; and for return on invested capital (adjusted) is net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity.

Definitions

•

Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items (refer to Table 8). We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial and operating results and as a performance metric in the Company's incentive compensation plan. We may provide guidance on adjusted EBIT but are unable to reconcile forecasted adjusted EBIT to a US GAAP financial measure without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains and losses, which may be significant, is not practical. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT.

•

Adjusted EBIT by core (i.e. Acetyl Chain and/or Materials Solutions) may also be referred to by management as core income. Adjusted EBIT margin by core may also be referred to by management as core income margin. Adjusted EBIT by business segment may also be referred to by management as segment income. Adjusted EBIT margin by business segment may also be referred to by management as segment income margin.

•

Operating EBITDA is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense, taxes and depreciation and amortization, and further adjusted for Certain Items, which Certain Items include accelerated depreciation and amortization expense. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization. We believe that Operating EBITDA provides transparent and useful information to investors, analysts and other parties in evaluating our operating performance relative to our peer companies. Operating EBITDA margin is defined by the Company as Operating EBITDA divided by net sales. Operating EBITDA margin has the same uses and limitations as Operating EBITDA.

•

Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI"). We believe that operating profit (loss) attributable to Celanese Corporation provides transparent and useful information to management, investors, analysts and other parties in evaluating our core operational performance. Operating margin attributable to Celanese Corporation is defined by the Company as operating profit (loss) attributable to Celanese Corporation divided by net sales. Operating margin attributable to Celanese Corporation has the same uses and limitations as Operating profit (loss) attributable to Celanese Corporation.

•

Adjusted earnings per share is a performance measure used by the Company and is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. We believe that adjusted earnings per share provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our primary operating results from period-to-period after removing the impact of the above stated items that affect comparability. We may provide guidance on adjusted earnings per share but are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure without unreasonable efforts because a forecast of Certain Items, such as mark-to-market pension gains and losses, which may be significant, is not practical.

Note: The income tax expense (benefit) on Certain Items ("Non-GAAP adjustments") is determined using the applicable rates in the taxing jurisdictions in which the non-GAAP adjustments occurred and includes both current and deferred income tax expense (benefit). The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities and related costs, where applicable, and specifically excludes changes in uncertain tax positions, discrete recognition of GAAP items on a quarterly basis, other pre-tax items adjusted out of our GAAP earnings for adjusted earnings per share purposes and changes in management's assessments regarding the ability to realize deferred tax assets for GAAP. In determining the adjusted earnings per share tax rate, we reflect the impact of foreign tax credits when utilized, or expected to be utilized, absent discrete events impacting the timing of foreign tax credit utilization. We analyze this rate quarterly

and adjust it if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the actual tax rate used for GAAP reporting in any given reporting period. Table 3a summarizes the reconciliation of our GAAP effective tax rate to the adjusted tax rate.

•

Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our methanol joint venture, Fairway Methanol LLC ("Fairway"). We believe that free cash flow provides useful information to management, investors, analysts and other parties in evaluating the Company's liquidity and credit quality assessment because it provides an indication of the long-term cash generating ability of our business. Although we use free cash flow as a measure to assess the liquidity generated by our business, the use of free cash flow has important limitations, including that free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations.


•	Net debt is defined by the Company as total debt less cash and cash equivalents. We believe that net debt provides useful information to management, investors, analysts and other parties in evaluating changes to the Company's capital structure and credit quality assessment.

•

Return on invested capital (adjusted) is defined by the Company as adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and end of the year short- and long-term debt and Celanese Corporation stockholders' equity. We believe that return on invested capital (adjusted) provides useful information to management, investors, analysts and other parties in order to assess our income generation from the point of view of our stockholders and creditors who provide us with capital in the form of equity and debt and whether capital invested in the Company yields competitive returns. In addition, achievement of certain predetermined targets relating to return on invested capital (adjusted) is one of the factors we consider in determining the amount of performance-based compensation received by our management.

Supplemental Information

Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:


•	Net sales for Materials Solutions, the Acetyl Chain and each of our business segments and the percentage increase or decrease in net sales attributable to price, volume, currency and other factors for Materials Solutions, the Acetyl Chain and each of our business segments.


•	Cash dividends received from our equity and cost investments.


•	For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as NCI. Beginning in 2014, this includes Fairway for which the Company's ownership percentage is 50%. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.

Results Unaudited

The results in this document, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Table 1

Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited



	2015		2014		2013		2012		2011		2010
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	304		624		1,101		372		427		312
(Earnings) loss from discontinued operations	2		7		—		4		(1	)	49
Interest income	(1	)	(1	)	(1	)	(2	)	(3	)	(7	)
Interest expense	119		147		172		185		221		204
Refinancing expense	—		29		1		3		3		16
Income tax provision (benefit)	201		314		508		(55	)	41		72
Certain Items attributable to Celanese Corporation (Table 8)	611		148		(725	)	455		405		197
Adjusted EBIT	1,236		1,268		1,056		962		1,093		843
Depreciation and amortization expense⁽¹⁾	279		290		302		300		287		258
Operating EBITDA	1,515		1,558		1,358		1,262		1,380		1,101



	2015	2014	2013	2012	2011	2010
	(In $ millions)
Advanced Engineered Materials	—	—	—	—	3	4
Consumer Specialties	10	—	—	6	8	5
Industrial Specialties	28	2	3	2	—	—
Acetyl Intermediates	40	—	—	—	—	20
Other Activities⁽²⁾	—	—	—	—	—	—
Accelerated depreciation and amortization expense	78	2	3	8	11	29
Depreciation and amortization expense⁽¹⁾	279	290	302	300	287	258
Total depreciation and amortization expense	357	292	305	308	298	287

______________________________


⁽¹⁾	Excludes accelerated depreciation and amortization expense as detailed in the table above, which amounts are included in Certain Items above.


⁽²⁾	Other Activities includes corporate Selling, general and administrative ("SG&A") expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).



Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited



	2015					2014				2013				2012				2011				2010
	(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Materials Solutions	497			21.7	%	609		23.3	%	1,250		48.7	%	346		14.1	%	308		12.5	%	345		15.6	%
Acetyl Chain⁽¹⁾	69			2.0	%	634		14.7	%	217		5.3	%	355		8.7	%	560		12.6	%	326		8.5	%
Other Activities⁽²⁾	(240	)				(485	)			41				(526	)			(466	)			(273	)
Total	326			5.7	%	758		11.1	%	1,508		23.2	%	175		2.7	%	402		5.9	%	398		6.7	%
Less: Net Earnings (Loss) Attributable to NCI⁽¹⁾	(19	)				(4	)			—				—				—				—
Operating Profit (Loss) Attributable to Celanese Corporation	345			6.1	%	762		11.2	%	1,508		23.2	%	175		2.7	%	402		5.9	%	398		6.7	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Advanced Engineered Materials	235			17.7	%	221		15.1	%	904		66.9	%	95		7.5	%	79		6.1	%	182		16.4	%
Consumer Specialties	262			27.0	%	388		33.4	%	346		28.5	%	251		21.2	%	229		19.7	%	163		14.8	%
Total Materials Solutions	497			21.7	%	609		23.3	%	1,250		48.7	%	346		14.1	%	308		12.5	%	345		15.6	%
Industrial Specialties	72			6.7	%	76		6.2	%	64		5.5	%	86		7.3	%	102		8.3	%	89		8.6	%
Acetyl Intermediates⁽¹⁾	16			0.6	%	562		16.1	%	153		4.7	%	269		8.3	%	458		12.9	%	237		7.7	%
Total Acetyl Chain	88			2.5	%	638		14.8	%	217		5.3	%	355		8.7	%	560		12.6	%	326		8.5	%
Other Activities⁽²⁾	(240	)				(485	)			41				(526	)			(466	)			(273	)
Total	345			6.1	%	762		11.2	%	1,508		23.2	%	175		2.7	%	402		5.9	%	398		6.7	%
Equity Earnings, Cost-Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Advanced Engineered Materials	151		⁽³⁾			161				149				190				163				143
Consumer Specialties	108					124				95				90				80				73
Total Materials Solutions	259					285				244				280				243				216
Industrial Specialties	—					—				—				—				2				—
Acetyl Intermediates	7					21				5				13				10				9
Total Acetyl Chain	7					21				5				13				12				9
Other Activities⁽²⁾	14					52				24				39				31				23
Total	280					358				273				332				286				248
Certain Items Attributable to Celanese Corporation(Table 8)
Advanced Engineered Materials	11					(53	)			(752	)			16				60				(38	)
Consumer Specialties	41					(52	)			(5	)			34				23				97
Total Materials Solutions	52					(105	)			(757	)			50				83				59
Industrial Specialties	38					(12	)			9				2				1				(19	)
Acetyl Intermediates	365					(36	)			143				5				(3	)			62
Total Acetyl Chain	403					(48	)			152				7				(2	)			43
Other Activities⁽²⁾	156					301				(120	)			398				324				95
Total	611					148				(725	)			455				405				197
Adjusted EBIT / Adjusted EBIT Margin
Advanced Engineered Materials	397			29.9	%	329		22.5	%	301		22.3	%	301		23.9	%	302		23.3	%	287		25.9	%
Consumer Specialties	411			42.4	%	460		39.7	%	436		35.9	%	375		31.6	%	332		28.6	%	333		30.3	%
Total Materials Solutions	808			35.2	%	789		30.1	%	737		28.7	%	676		27.6	%	634		25.8	%	620		28.1	%
Industrial Specialties	110			10.2	%	64		5.2	%	73		6.3	%	88		7.4	%	105		8.6	%	70		6.8	%
Acetyl Intermediates	388			14.1	%	547		15.7	%	301		9.3	%	287		8.9	%	465		13.1	%	308		10.0	%
Total Acetyl Chain	498			14.2	%	611		14.2	%	374		9.2	%	375		9.2	%	570		12.9	%	378		9.9	%
Other Activities⁽²⁾	(70	)				(132	)			(55	)			(89	)			(111	)			(155	)
Total	1,236			21.8	%	1,268		18.6	%	1,056		16.2	%	962		15.0	%	1,093		16.2	%	843		14.2	%

___________________________


⁽¹⁾	Net earnings (loss) attributable to NCI is included within the Acetyl Intermediates segment.


⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).


⁽³⁾	Includes $150 million of Equity in net earnings (loss) of affiliates and $1 million of Other income.



Table 2 - Supplemental Segment Data and Reconciliation of Segment Adjusted EBIT and Operating EBITDA - Non-GAAP Measures - Unaudited



	2015				2014				2013				2012				2011				2010
	(In $ millions, except percentages)
Depreciation and Amortization Expense Attributable to Celanese Corporation⁽¹⁾
Advanced Engineered Materials	99				106				110				113				97				72
Consumer Specialties	50				43				41				39				36				37
Total Materials Solutions	149				149				151				152				133				109
Industrial Specialties	36				48				49				53				45				41
Acetyl Intermediates	83				81				86				80				96				97
Total Acetyl Chain	119				129				135				133				141				138
Other Activities⁽²⁾	11				12				16				15				13				11
Total	279				290				302				300				287				258
Operating EBITDA / Operating EBITDA Margin
Advanced Engineered Materials	496		37.4	%	435		29.8	%	411		30.4	%	414		32.8	%	399		30.7	%	359		32.4	%
Consumer Specialties	461		47.6	%	503		43.4	%	477		39.3	%	414		34.9	%	368		31.7	%	370		33.7	%
Total Materials Solutions	957		41.7	%	938		35.8	%	888		34.6	%	828		33.8	%	767		31.2	%	729		33.0	%
Industrial Specialties	146		13.5	%	112		9.2	%	122		10.6	%	141		11.9	%	150		12.3	%	111		10.7	%
Acetyl Intermediates	471		17.2	%	628		18.0	%	387		11.9	%	367		11.4	%	561		15.8	%	405		13.1	%
Total Acetyl Chain	617		17.6	%	740		17.2	%	509		12.5	%	508		12.4	%	711		16.0	%	516		13.5	%
Other Activities⁽²⁾	(59	)			(120	)			(39	)			(74	)			(98	)			(144	)
Total	1,515		26.7	%	1,558		22.9	%	1,358		20.9	%	1,262		19.7	%	1,380		20.4	%	1,101		18.6	%

___________________________


⁽¹⁾	Excludes accelerated depreciation and amortization expense, which amounts are included in Certain Items above. See Table 1 for details.


⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2a

Segment Data and Reconciliation of Adjusted EBIT - Non-GAAP Measures - Unaudited



	Q1 '17		Q4 '16		Q3 '16		Q2 '16		Q1 '16		Q4 '15		Q3 '15		Q2 '15		Q1 '15		Q4 '14		Q3 '14		Q2 '14
	(In $ millions)
Net Sales
Advanced Engineered Materials	487		364		365		365		350		311		326		346		343		331		366		389
Consumer Specialties	218		225		225		235		244		246		247		249		227		278		291		289
Total Materials Solutions	705		589		590		600		594		557		573		595		570		609		657		678
Industrial Specialties	245		219		245		262		253		239		274		287		282		265		314		333
Acetyl Intermediates	619		597		589		592		663		644		680		707		713		814		937		901
Eliminations	(70	)	(67	)	(71	)	(74	)	(76	)	(71	)	(82	)	(83	)	(87	)	(97	)	(109	)	(113	)
Total Acetyl Chain	794		749		763		780		840		812		872		911		908		982		1,142		1,121
Eliminations	(28	)	(27	)	(30	)	(29	)	(30	)	(35	)	(32	)	(29	)	(28	)	(32	)	(30	)	(30	)
Total	1,471		1,311		1,323		1,351		1,404		1,334		1,413		1,477		1,450		1,559		1,769		1,769
Operating Profit (Loss) Attributable to Celanese Corporation
Advanced Engineered Materials	98		87		93		82		88		51		58		67		59		57		51		56
Consumer Specialties	68		76		68		80		78		46		77		77		62		104		105		80
Total Materials Solutions	166		163		161		162		166		97		135		144		121		161		156		136
Industrial Specialties	25		20		25		29		31		(4	)	19		28		29		16		16		24
Acetyl Intermediates⁽¹⁾	26		65		82		75		112		(239	)	64		58		133		146		175		143
Eliminations	—		—		—		1		—		—		—		—		—		—		—		—
Total Acetyl Chain	51		85		107		105		143		(243	)	83		86		162		162		191		167
Other Activities⁽²⁾	(26	)	(132	)	(23	)	(26	)	(24	)	(156	)	(22	)	(38	)	(24	)	(376	)	(36	)	(43	)
Total	191		116		245		241		285		(302	)	196		192		259		(53	)	311		260
Equity Earnings, Cost-Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Advanced Engineered Materials	42		31		33		27		31		33		44		31		43		40		43		45
Consumer Specialties	30		27		27		28		28		27		26		27		28		30		29		35
Total Materials Solutions	72		58		60		55		59		60		70		58		71		70		72		80
Industrial Specialties	—		—		—		—		—		—		—		—		—		—		—		—
Acetyl Intermediates	1		2		1		2		2		3		2		1		1		3		2		15
Total Acetyl Chain	1		2		1		2		2		3		2		1		1		3		2		15
Other Activities⁽²⁾	4		7		6		5		4		5		(4	)	9		4		6		5		36
Total	77		67		67		62		65		68		68		68		76		79		79		131

___________________________


⁽¹⁾	Excludes amounts attributable to NCI as follows:



	Q1 '17	Q4 '16	Q3 '16	Q2 '16	Q1 '16	Q4 '15		Q3 '15		Q2 '15		Q1 '15		Q4 '14		Q3 '14		Q2 '14
	(In $ millions)
Operating Profit (Loss)	1	1	1	2	2	(3	)	(10	)	(4	)	(2	)	(1	)	(1	)	(1	)


⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2a

Segment Data and Reconciliation of Adjusted EBIT - Non-GAAP Measures - Unaudited (Cont.)



	Q1 '17		Q4 '16		Q3 '16		Q2 '16		Q1 '16		Q4 '15		Q3 '15		Q2 '15		Q1 '15		Q4 '14		Q3 '14		Q2 '14
	(In $ millions, except percentages)
Certain Items Attributable to Celanese Corporation
Advanced Engineered Materials	3		3		1		2		1		1		4		4		2		(33	)	(7	)	(7	)
Consumer Specialties	2		3		3		—		—		36		2		1		2		(24	)	(18	)	(8	)
Total Material Solutions	5		6		4		2		1		37		6		5		4		(57	)	(25	)	(15	)
Industrial Specialties	—		(2	)	—		1		2		26		9		2		1		(9	)	(1	)	(2	)
Acetyl Intermediates	56		1		1		3		1		296		18		48		3		(12	)	(9	)	(12	)
Total Acetyl Chain	56		(1	)	1		4		3		322		27		50		4		(21	)	(10	)	(14	)
Other Activities⁽¹⁾	4		101		2		3		4		131		8		10		7		334		—		(33	)
Total	65		106		7		9		8		490		41		65		15		256		(35	)	(62	)
Adjusted EBIT
Advanced Engineered Materials	143		121		127		111		120		85		106		102		104		64		87		94
Consumer Specialties	100		106		98		108		106		109		105		105		92		110		116		107
Total Material Solutions	243		227		225		219		226		194		211		207		196		174		203		201
Industrial Specialties	25		18		25		30		33		22		28		30		30		7		15		22
Acetyl Intermediates	83		68		84		80		115		60		84		107		137		137		168		146
Eliminations	—		—		—		1		—		—		—		—		—		—		—		—
Total Acetyl Chain	108		86		109		111		148		82		112		137		167		144		183		168
Other Activities⁽¹⁾	(18	)	(24	)	(15	)	(18	)	(16	)	(20	)	(18	)	(19	)	(13	)	(36	)	(31	)	(40	)
Total	333		289		319		312		358		256		305		325		350		282		355		329

Last Twelve Months
Acetyl Chain Adjusted EBIT	414								479								662
Acetyl Chain Adjusted EBIT margin⁽²⁾	13.4	%							13.9	%							15.9	%

______________________________


⁽¹⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).


⁽²⁾	Defined as Acetyl Chain Adjusted EBIT divided by Net sales.

Table 2a

Segment Data and Reconciliation of Adjusted EBIT - Non-GAAP Measures - Unaudited (Cont.)



	Q1 '14		Q4 '13		Q3 '13		Q2 '13		Q1 '13		Q4 '12		Q3 '12		Q2 '12		Q1 '12		Q4 '11		Q3 '11		Q2 '11
	(In $ millions)
Net Sales
Advanced Engineered Materials	373		325		346		352		329		299		322		323		317		292		332		346
Consumer Specialties	302		295		310		314		295		281		314		327		264		306		298		291
Total Materials Solutions	675		620		656		666		624		580		636		650		581		598		630		637
Industrial Specialties	312		273		299		295		288		251		297		327		309		272		332		329
Acetyl Intermediates	841		829		795		809		808		773		785		821		852		849		975		914
Eliminations	(92	)	(79	)	(85	)	(86	)	(84	)	(74	)	(80	)	(89	)	(78	)	(77	)	(95	)	(91	)
Total Acetyl Chain	1,061		1,023		1,009		1,018		1,012		950		1,002		1,059		1,083		1,044		1,212		1,152
Eliminations	(31	)	(27	)	(29	)	(31	)	(31	)	(29	)	(29	)	(34	)	(31	)	(28	)	(35	)	(36	)
Total	1,705		1,616		1,636		1,653		1,605		1,501		1,609		1,675		1,633		1,614		1,807		1,753
Operating Profit (Loss) Attributable to Celanese Corporation
Advanced Engineered Materials	57		781		48		39		36		4		44		23		24		(4	)	16		27
Consumer Specialties	99		100		85		83		78		62		72		77		40		58		67		49
Total Materials Solutions	156		881		133		122		114		66		116		100		64		54		83		76
Industrial Specialties	20		7		24		18		15		6		25		35		20		17		31		28
Acetyl Intermediates⁽¹⁾	98		(44	)	67		55		75		66		63		78		62		64		129		153
Total Acetyl Chain	118		(37	)	91		73		90		72		88		113		82		81		160		181
Other Activities⁽²⁾	(30	)	100		(13	)	(26	)	(20	)	(428	)	(28	)	(35	)	(35	)	(340	)	(42	)	(44	)
Total	244		944		211		169		184		(290	)	176		178		111		(205	)	201		213
Equity Earnings, Cost-Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Advanced Engineered Materials	33		33		31		45		40		47		45		55		43		36		53		39
Consumer Specialties	30		24		21		24		26		5		—		84		1		—		—		79
Total Materials Solutions	63		57		52		69		66		52		45		139		44		36		53		118
Industrial Specialties	—		—		—		—		—		—		—		—		—		1		1		—
Acetyl Intermediates	1		(4	)	3		3		3		8		2		2		1		3		3		2
Total Acetyl Chain	1		(4	)	3		3		3		8		2		2		1		4		4		2
Other Activities⁽²⁾	5		—		6		10		8		20		7		4		8		11		1		11
Total	69		53		61		82		77		80		54		145		53		51		58		131

___________________________


⁽¹⁾	Excludes amounts attributable to NCI as follows:



	Q1 '14		Q4 '13	Q3 '13	Q2 '13	Q1 '13	Q4 '12	Q3 '12	Q2 '12	Q1 '12	Q4 '11	Q3 '11	Q2 '11
	(In $ millions)
Operating Profit (Loss)	(1	)	—	—	—	—	—	—	—	—	—	—	—


⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 2a

Segment Data and Reconciliation of Adjusted EBIT - Non-GAAP Measures - Unaudited (Cont.)



	Q1 '14		Q4 '13		Q3 '13		Q2 '13		Q1 '13		Q4 '12		Q3 '12		Q2 '12		Q1 '12		Q4 '11		Q3 '11		Q2 '11
	(In $ millions, except percentages)
Certain Items Attributable to Celanese Corporation
Advanced Engineered Materials	(6	)	(758	)	2		2		2		11		(8	)	10		3		8		18		22
Consumer Specialties	(2	)	(13	)	2		2		4		11		7		(1	)	17		5		3		10
Total Materials Solutions	(8	)	(771	)	4		4		6		22		(1	)	9		20		13		21		32
Industrial Specialties	—		6		1		1		1		—		—		—		2		1		—		—
Acetyl Intermediates	(3	)	132		2		8		1		(5	)	7		1		2		4		12		(2	)
Total Acetyl Chain	(3	)	138		3		9		2		(5	)	7		1		4		5		12		(2	)
Other Activities⁽¹⁾	—		(120	)	—		—		—		381		—		9		8		307		10		3
Total	(11	)	(753	)	7		13		8		398		6		19		32		325		43		33
Adjusted EBIT
Advanced Engineered Materials	84		56		81		86		78		62		81		88		70		40		87		88
Consumer Specialties	127		111		108		109		108		78		79		160		58		63		70		138
Total Materials Solutions	211		167		189		195		186		140		160		248		128		103		157		226
Industrial Specialties	20		13		25		19		16		6		25		35		22		19		32		28
Acetyl Intermediates	96		84		72		66		79		69		72		81		65		71		144		153
Total Acetyl Chain	116		97		97		85		95		75		97		116		87		90		176		181
Other Activities⁽¹⁾	(25	)	(20	)	(7	)	(16	)	(12	)	(27	)	(21	)	(22	)	(19	)	(22	)	(31	)	(30	)
Total	302		244		279		264		269		188		236		342		196		171		302		377

Last Twelve Months ("LTM")
Acetyl Chain Adjusted EBIT	395								383								534
Acetyl Chain Adjusted EBIT margin⁽²⁾	9.6	%							9.5	%							11.9	%

______________________________


⁽¹⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).


⁽²⁾	Defined as Acetyl Chain Adjusted EBIT divided by Net sales.

Table 3

Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited



	2015			2014			2013			2012			2011			2010
			per share			per share			per share			per share			per share			per share
	(In $ millions, except per share data)
Earnings (loss) from continuing operations attributable to Celanese Corporation	306		2.01	631		4.04	1,101		6.91	376		2.35	426		2.68	361		2.28
Income tax provision (benefit)	201			314			508			(55	)		41			72
Earnings (loss) from continuing operations before tax	507			945			1,609			321			467			433
Certain Items attributable to Celanese Corporation(Table 8)	611			148			(725	)		455			405			197
Refinancing and related expenses	—			29			1			8			3			16
Adjusted earnings (loss) from continuing operations before tax	1,118			1,122			885			784			875			646
Income tax (provision) benefit on adjusted earnings⁽¹⁾	(201	)		(236	)		(168	)		(133	)		(158	)		(136	)
Adjusted earnings (loss) from continuing operations⁽²⁾	917		6.02	886		5.67	717		4.50	651		4.07	717		4.51	510		3.22
	Diluted shares (in millions)⁽³⁾
Weighted average shares outstanding	150.8			155.0			158.8			158.4			156.2			154.6
Incremental shares attributable to equity awards	1.5			1.2			0.5			1.4			2.7			2.2
Assumed conversion of preferred stock	—			—			—			—			—			1.6
Total diluted shares	152.3			156.2			159.3			159.8			158.9			158.4

______________________________


⁽¹⁾	Calculated using adjusted effective tax rates as follows:



	2015	2014	2013	2012	2011	2010
	(In percentages)
Adjusted effective tax rate	18	21	19	17	18	21


⁽²⁾	Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.



	Actual Plan Asset Returns		Expected Plan Asset Returns
	(In percentages)
2015	(2.5	)	7.8
2014	12.7		8.2
2013	7.9		8.0
2012	13.1		8.1
2011	7.6		8.1
2010	15.1		8.1


⁽³⁾	Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

Table 3a

Adjusted Tax Rate - Reconciliation of a Non-GAAP Measure - Unaudited



	Actual
	2015
	(In percentages)
US GAAP effective tax rate	41
Discrete quarterly recognition of GAAP items⁽¹⁾	2
Tax impact of other charges and adjustments⁽²⁾	(15	)
Utilization of foreign tax credits⁽³⁾	(2	)
Changes in valuation allowances, excluding impact of other charges and adjustments⁽⁴⁾	(5	)
Other⁽⁵⁾	(3	)
Adjusted tax rate	18

______________________________


⁽¹⁾	Such as changes in uncertain tax positions, prior year audit adjustments, changes in tax laws and deferred taxes on outside basis differences.

⁽²⁾

Reflects the tax impact on pre-tax adjustments presented in Certain Items (Table 8), which are excluded from pre-tax income for adjusted earnings per share purposes. During 2015, the Company recorded a $123 million long-lived impairment to fully write-off certain ethanol related assets at our facility in Nanjing, China and $174 million charge related to the termination of an existing agreement with a raw materials supplier in Singapore. For US GAAP purposes, these charges were incurred in jurisdictions for which valuation allowances are being recorded. These combined charges make up the majority of the 15% impact for 2015.


⁽³⁾	During 2012, the Company amended its tax returns and recognized $142 million in foreign tax credits for U.S. GAAP purposes. The Company reflects the benefits of these tax credits for adjusted tax rate purposes as they are utilized.


⁽⁴⁾	Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.


⁽⁵⁾	Tax impacts related to full-year forecasted tax opportunities and related costs.

Table 4

Net Sales by Segment - Unaudited



	2015		2014		2013		2012		2011		2010
	(In $ millions)
Advanced Engineered Materials	1,326		1,459		1,352		1,261		1,298		1,109
Consumer Specialties	969		1,160		1,214		1,186		1,161		1,098
Total Materials Solutions	2,295		2,619		2,566		2,447		2,459		2,207
Industrial Specialties	1,082		1,224		1,155		1,184		1,223		1,036
Acetyl Intermediates	2,744		3,493		3,241		3,231		3,551		3,082
Eliminations⁽¹⁾	(323	)	(411	)	(334	)	(321	)	(340	)	(283	)
Total Acetyl Chain	3,503		4,306		4,062		4,094		4,434		3,835
Other Activities⁽²⁾	—		—		—		—		1		2
Intersegment eliminations⁽¹⁾	(124	)	(123	)	(118	)	(123	)	(131	)	(126	)
Net sales	5,674		6,802		6,510		6,418		6,763		5,918

___________________________


⁽¹⁾	Includes intersegment sales as follows:



	2015		2014		2013		2012		2011		2010
	(In $ millions)
Consumer Specialties	—		(2	)	(4	)	(4	)	(3	)	(9	)
Acetyl Intermediates	(447	)	(532	)	(448	)	(440	)	(468	)	(400	)
Intersegment eliminations	(447	)	(534	)	(452	)	(444	)	(471	)	(409	)


⁽²⁾	Other Activities includes corporate SG&A expenses, the results of captive insurance companies and certain components of net periodic benefit cost (interest cost, expected return on plan assets and net actuarial gains and losses).

Table 4a

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	(1	)	(1	)	(7	)	—	(9	)
Consumer Specialties	(13	)	(3	)	(1	)	—	(17	)
Total Materials Solutions	(6	)	(2	)	(4	)	—	(12	)

Industrial Specialties	—		(4	)	(8	)	—	(12	)
Acetyl Intermediates	(3	)	(13	)	(6	)	—	(22	)
Total Acetyl Chain	(3	)	(11	)	(7	)	2	(19	)

Total Company	(4	)	(8	)	(6	)	1	(17	)

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013



	Volume		Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	9		(1	)	—	—		8
Consumer Specialties	(5	)	1		—	—		(4	)
Total Materials Solutions	2		—		—	—		2

Industrial Specialties	1		5		—	—		6
Acetyl Intermediates	(3	)	11		—	—		8
Total Acetyl Chain	(2	)	10		—	(2	)	6

Total Company	—		6		—	(1	)	5

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012



	Volume		Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	5		1		1	—		7
Consumer Specialties	(4	)	6		—	—		2
Total Materials Solutions	1		3		1	—		5

Industrial Specialties	(1	)	(3	)	2	—		(2	)
Acetyl Intermediates	1		(2	)	1	—		—
Total Acetyl Chain	—		(2	)	2	(1	)	(1	)

Total Company	—		—		1	—		1

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	(2	)	2		(3	)	—	(3	)
Consumer Specialties	(4	)	6		—		—	2
Total Materials Solutions	(2	)	4		(2	)	—	—

Industrial Specialties	3		(3	)	(3	)	—	(3	)
Acetyl Intermediates	—		(7	)	(2	)	—	(9	)
Total Acetyl Chain	1		(7	)	(3	)	1	(8	)

Total Company	—		(3	)	(2	)	—	(5	)

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010



	Volume		Price	Currency	Other			Total
	(In percentages)
Advanced Engineered Materials	2		8	3	4		⁽¹⁾	17
Consumer Specialties	1		5	—	—			6
Total Materials Solutions	1		6	2	2			11

Industrial Specialties	2		13	3	—			18
Acetyl Intermediates	(4	)	16	3	—			15
Total Acetyl Chain	(3	)	17	3	(1	)		16

Total Company	(1	)	13	3	—			15

____________________


⁽¹⁾	Includes the effects of the two product lines acquired in May 2010 from DuPont Performance Polymers.

Table 4a

Factors Affecting Segment Net Sales Year Over Year - Unaudited (Cont.)

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009



	Volume	Price	Currency		Other			Total
	(In percentages)
Advanced Engineered Materials	35	1	(3	)	4		⁽¹⁾	37
Consumer Specialties	2	—	(1	)	—			1
Total Materials Solutions	16	1	(2	)	2			17

Industrial Specialties	11	6	(3	)	(8	)	⁽²⁾	6
Acetyl Intermediates	10	10	(2	)	—			18
Total Acetyl Chain	11	10	(2	)	(3	)		16

Total Company	13	7	(2	)	(2	)	⁽³⁾	16

____________________


⁽¹⁾	2010 includes the effects of the FACT GmbH (Future Advanced Composites Technology) and DuPont acquisitions.


⁽²⁾	2010 does not include the effects of the PVOH business, which was sold on July 1, 2009.


⁽³⁾	Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations.

Table 5

Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited



	2015		2014		2013		2012		2011		2010
	(In $ millions)
Net cash provided by (used in) investing activities	(558	)	(705	)	(422	)	(500	)	(441	)	(560	)
Net cash provided by (used in) financing activities	(66	)	(415	)	(326	)	49		(253	)	(388	)

Net cash provided by (used in) operating activities	862		962		762		722		638		452
Capital expenditures on property, plant and equipment	(520	)	(678	)	(370	)	(361	)	(349	)	(201	)
Capital (distributions to) contributions from NCI	214		264		—		—		—		—
Free cash flow⁽¹⁾⁽²⁾	556		548		392		361		289		251

______________________________


⁽¹⁾	Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. ("Mitsui") related to our joint venture, Fairway Methanol LLC ("Fairway").


⁽²⁾	Excludes required debt service and capital lease payments of $25 million for the year ended December 31, 2015.

Table 6

Cash Dividends Received - Unaudited



	2015	2014	2013	2012	2011	2010
	(In $ millions)
Dividends from equity method investments	176	148	141	262	205	138
Dividends from cost method investments	107	116	93	85	80	73
Total	283	264	234	347	285	211

Table 7

Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited



	2015		2014		2013		2012		2011		2010
	(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	513		137		177		168		144		228
Long-term debt, net of unamortized deferred financing costs	2,468		2,586		2,863		2,903		2,849		2,990
Total debt	2,981		2,723		3,040		3,071		2,993		3,218
Cash and cash equivalents	(967	)	(780	)	(984	)	(959	)	(682	)	(740	)
Net debt	2,014		1,943		2,056		2,112		2,311		2,478

Table 8

Certain Items - Unaudited

The following Certain Items attributable to Celanese Corporation are included in Net earnings (loss) and are adjustments to non-GAAP measures:



	2015	2014		2013		2012		2011		2010		Income Statement Classification
	(In $ millions)
Employee termination benefits⁽¹⁾	53	7		23		6		22		32		Other charges (gains), net
Plant/office closures	48	6		43		21		18		21		Other charges (gains), net / Cost of sales / SG&A
Singapore contract termination	174	—		—		—		—		—		Other charges (gains), net
Business optimization	20	8		—		9		8		16		Cost of sales / SG&A
Asset impairments	126	—		83		8		1		74		Other charges (gains), net / Other income (expense), net
(Gain) loss on disposition of business and assets, net	4	3		2		1		(1	)	(10	)	(Gain) loss on disposition, net
Commercial disputes⁽²⁾	6	(11	)	12		(2	)	(7	)	9		Other charges (gains), net / Cost of sales / SG&A
Kelsterbach plant relocation	—	(1	)	(727	)	21		55		13		Other charges (gains), net / Cost of sales / (Gain) loss on disposition
InfraServ Hoechst restructuring	—	(48	)	8		(22	)	—		—		Equity in net (earnings) loss of affiliates
Plumbing actions	—	—		—		(5	)	(6	)	(59	)	Other charges (gains), net
Insurance recoveries	—	—		—		—		—		(18	)	Other charges (gains), net
Write-off of other productive assets	39	5		—		—		(1	)	18		Cost of sales / R&D
Acetate production interruption costs	—	—		—		10		—		9		Cost of sales
Employee benefit plan changes	4	(155	)	(71	)	—		—		—		Cost of sales / SG&A / R&D
Actuarial (gain) loss on pension and postretirement plans	127	349		(106	)	389		306		84		Cost of sales / SG&A / R&D
Start-up costs⁽³⁾	10	—		—		—		—		—		Cost of sales
Other	—	(15	)	8		19		10		8		Various
Certain Items attributable to Celanese Corporation	611	148		(725	)	455		405		197

______________________________


⁽¹⁾	Primarily associated with site shutdown costs.


⁽²⁾	Primarily associated with litigation settlement costs.


⁽³⁾	Primarily associated with Fairway joint venture operational start-up costs.

Table 9

Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited



			2015				2014				2013
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			304				624				1,101

Adjusted EBIT(Table 1)			1,236				1,268				1,056
Adjusted effective tax rate			18	%			21	%			19	%
Adjusted EBIT tax effected			1,014				1,002				855

	2015	2014	Average		2014	2013	Average		2013	2012	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	513	137	325		137	177	157		177	168	173
Long-term debt, net of unamortized deferred financing costs	2,468	2,586	2,527		2,586	2,863	2,725		2,863	2,903	2,883
Celanese Corporation stockholders' equity	2,378	2,818	2,598		2,818	2,699	2,759		2,699	1,730	2,215
Invested capital			5,450				5,641				5,271

Return on invested capital (adjusted)			18.6	%			17.8	%			16.2	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			5.6	%			11.1	%			20.9	%

Table 9

Return on Invested Capital (Adjusted) - Presentation of a Non-GAAP Measure - Unaudited (Cont.)



			2012				2011				2010
			(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			372				427				312

Adjusted EBIT (Table 1)			962				1,093				843
Adjusted effective tax rate			17	%			18	%			21	%
Adjusted EBIT tax effected			798				896				666

	2012	2011	Average		2011	2010	Average		2010	2009	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	168	144	156		144	228	186		228	242	235
Long-term debt, net of unamortized deferred financing costs	2,903	2,849	2,876		2,849	2,990	2,920		2,990	3,259	3,125
Celanese Corporation stockholders' equity	1,730	1,341	1,536		1,341	926	1,134		926	586	756
Invested capital			4,568				4,240				4,116

Return on invested capital (adjusted)			17.5	%			21.1	%			16.2	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			8.1	%			10.1	%			7.6	%

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