Celanese Corp - FORM 8-K - EX-99.2 - EXHIBIT 99.2

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EX-99.1(B) - EXHIBIT 99.1(B) - Celanese Corp	q420178kex991b1.htm
EX-99.1(A) - EXHIBIT 99.1(A) - Celanese Corp	q420178-kex991a.htm
8-K - 8-K - Celanese Corp	q420178-kdocslidesscripts.htm

Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information

January 25, 2018

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. This document is updated quarterly.

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.

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 and as a performance metric in the Company's incentive compensation plan. 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 estimated GAAP effective tax rate to the adjusted tax rate. The estimated GAAP rate excludes discrete recognition of GAAP items due to our inability to forecast such items. As part of the year-end reconciliation, we will update the reconciliation of the GAAP effective tax rate to the adjusted tax rate for actual results.

•

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



	2017		Q4 '17	Q3 '17		Q2 '17		Q1 '17	2016		Q4 '16		Q3 '16	Q2 '16	Q1 '16
	(In $ millions)
Net earnings (loss) attributable to Celanese Corporation	843		203	226		231		183	900		160		262	221	257
(Earnings) loss from discontinued operations	13		1	4		8		—	2		—		3	—	(1	)
Interest income	(2	)	—	(1	)	(1	)	—	(2	)	(1	)	—	—	(1	)
Interest expense	122		31	32		30		29	120		29		28	30	33
Refinancing expense	—		—	—		—		—	6		—		4	—	2
Income tax provision (benefit)	213		60	57		40		56	122		(5	)	15	52	60
Certain Items attributable to Celanese Corporation (Table 8)	167		57	27		18		65	130		106		7	9	8
Adjusted EBIT	1,356		352	345		326		333	1,278		289		319	312	358
Depreciation and amortization expense⁽¹⁾	303		79	78		75		71	288		71		71	73	73
Operating EBITDA	1,659		431	423		401		404	1,566		360		390	385	431



	2017	Q4 '17	Q3 '17	Q2 '17	Q1 '17	2016	Q4 '16	Q3 '16	Q2 '16	Q1 '16
	(In $ millions)
Advanced Engineered Materials	—	—	—	—	—	—	—	—	—	—
Consumer Specialties	—	—	—	—	—	1	—	1	—	—
Industrial Specialties	2	—	2	—	—	—	—	—	—	—
Acetyl Intermediates	—	—	—	—	—	—	—	—	—	—
Other Activities⁽²⁾	—	—	—	—	—	1	1	—	—	—
Accelerated depreciation and amortization expense	2	—	2	—	—	2	1	1	—	—
Depreciation and amortization expense⁽¹⁾	303	79	78	75	71	288	71	71	73	73
Total depreciation and amortization expense	305	79	80	75	71	290	72	72	73	73

______________________________


⁽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



	2017				Q4 '17				Q3 '17				Q2 '17				Q1 '17				2016				Q4 '16				Q3 '16				Q2 '16				Q1 '16
	(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin
Materials Solutions	601		20.9	%	139		18.9	%	150		20.5	%	146		20.6	%	166		23.5	%	652		27.5	%	163		27.7	%	161		27.3	%	162		27.0	%	166		27.9	%
Acetyl Chain⁽¹⁾	511		15.2	%	176		19.8	%	148		17.1	%	135		16.3	%	52		6.5	%	446		14.2	%	86		11.5	%	108		14.2	%	107		13.7	%	145		17.3	%
Other Activities⁽²⁾	(211	)			(98	)			(46	)			(41	)			(26	)			(205	)			(132	)			(23	)			(26	)			(24	)
Total	901		14.7	%	217		13.6	%	252		16.1	%	240		15.9	%	192		13.1	%	893		16.6	%	117		8.9	%	246		18.6	%	243		18.0	%	287		20.4	%
Less: Net Earnings (Loss) Attributable to NCI⁽¹⁾	6				1				2				2				1				6				1				1				2				2
Operating Profit (Loss) Attributable to Celanese Corporation	895		14.6	%	216		13.6	%	250		16.0	%	238		15.8	%	191		13.0	%	887		16.5	%	116		8.8	%	245		18.5	%	241		17.8	%	285		20.3	%
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation
Advanced Engineered Materials	383		18.3	%	91		16.5	%	97		17.9	%	97		18.8	%	98		20.1	%	350		24.2	%	87		23.9	%	93		25.5	%	82		22.5	%	88		25.1	%
Consumer Specialties	218		27.8	%	48		25.7	%	53		28.3	%	49		25.4	%	68		31.2	%	302		32.5	%	76		33.8	%	68		30.2	%	80		34.0	%	78		32.0	%
Total Materials Solutions	601		20.9	%	139		18.9	%	150		20.5	%	146		20.6	%	166		23.5	%	652		27.5	%	163		27.7	%	161		27.3	%	162		27.0	%	166		27.9	%
Industrial Specialties	87		8.5	%	16		6.3	%	20		7.6	%	26		9.9	%	25		10.2	%	105		10.7	%	20		9.1	%	25		10.2	%	29		11.1	%	31		12.3	%
Acetyl Intermediates⁽¹⁾	418		15.7	%	159		22.2	%	126		18.4	%	107		16.5	%	26		4.2	%	334		13.7	%	65		10.9	%	82		13.9	%	75		12.7	%	112		16.9	%
Eliminations	—				—				—				—				—				1				—				—				1				—
Total Acetyl Chain	505		15.0	%	175		19.7	%	146		16.9	%	133		16.1	%	51		6.4	%	440		14.0	%	85		11.3	%	107		14.0	%	105		13.5	%	143		17.0	%
Other Activities⁽²⁾	(211	)			(98	)			(46	)			(41	)			(26	)			(205	)			(132	)			(23	)			(26	)			(24	)
Total	895		14.6	%	216		13.6	%	250		16.0	%	238		15.8	%	191		13.0	%	887		16.5	%	116		8.8	%	245		18.5	%	241		17.8	%	285		20.3	%
Equity Earnings, Cost-Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
Advanced Engineered Materials	168				43				45				38				42				122				31				33				27				31
Consumer Specialties	110				26				26				28				30				110				27				27				28				28
Total Materials Solutions	278				69				71				66				72				232				58				60				55				59
Industrial Specialties	—				—				—				—				—				—				—				—				—				—
Acetyl Intermediates	6				2				1				2				1				7				2				1				2				2
Total Acetyl Chain	6				2				1				2				1				7				2				1				2				2
Other Activities⁽²⁾	10				8				(4	)			2				4				22				7				6				5				4
Total	294				79				68				70				77				261				67				67				62				65
Certain Items Attributable to Celanese Corporation(Table 8)
Advanced Engineered Materials	16				1				5				7				3				7				3				1				2				1
Consumer Specialties	5				1				—				2				2				6				3				3				—				—
Total Materials Solutions	21				2				5				9				5				13				6				4				2				1
Industrial Specialties	3				—				3				—				—				1				(2	)			—				1				2
Acetyl Intermediates	61				1				7				(3	)			56				6				1				1				3				1
Total Acetyl Chain	64				1				10				(3	)			56				7				(1	)			1				4				3
Other Activities⁽²⁾	82				54				12				12				4				110				101				2				3				4
Total	167				57				27				18				65				130				106				7				9				8
Adjusted EBIT / Adjusted EBIT Margin
Advanced Engineered Materials	567		27.1	%	135		24.5	%	147		27.1	%	142		27.5	%	143		29.4	%	479		33.2	%	121		33.2	%	127		34.8	%	111		30.4	%	120		34.3	%
Consumer Specialties	333		42.4	%	75		40.1	%	79		42.2	%	79		40.9	%	100		45.9	%	418		45.0	%	106		47.1	%	98		43.6	%	108		46.0	%	106		43.4	%
Total Materials Solutions	900		31.3	%	210		28.6	%	226		31.0	%	221		31.2	%	243		34.5	%	897		37.8	%	227		38.5	%	225		38.1	%	219		36.5	%	226		38.0	%
Industrial Specialties	90		8.8	%	16		6.3	%	23		8.7	%	26		9.9	%	25		10.2	%	106		10.8	%	18		8.2	%	25		10.2	%	30		11.5	%	33		13.0	%
Acetyl Intermediates	485		18.2	%	162		22.6	%	134		19.6	%	106		16.3	%	83		13.4	%	347		14.2	%	68		11.4	%	84		14.3	%	80		13.5	%	115		17.3	%
Eliminations	—				—				—				—				—				1				—				—				1				—
Total Acetyl Chain	575		17.1	%	178		20.0	%	157		18.2	%	132		16.0	%	108		13.6	%	454		14.5	%	86		11.5	%	109		14.3	%	111		14.2	%	148		17.6	%
Other Activities⁽²⁾	(119	)			(36	)			(38	)			(27	)			(18	)			(73	)			(24	)			(15	)			(18	)			(16	)
Total	1,356		22.1	%	352		22.1	%	345		22.0	%	326		21.6	%	333		22.6	%	1,278		23.7	%	289		22.0	%	319		24.1	%	312		23.1	%	358		25.5	%

___________________________


⁽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).



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



	2017				Q4 '17				Q3 '17				Q2 '17				Q1 '17				2016				Q4 '16				Q3 '16				Q2 '16				Q1 '16
	(In $ millions, except percentages)
Depreciation and Amortization Expense⁽¹⁾
Advanced Engineered Materials	108				29				29				26				24				92				21				22				25				24
Consumer Specialties	44				11				11				11				11				44				11				11				11				11
Total Materials Solutions	152				40				40				37				35				136				32				33				36				35
Industrial Specialties	36				10				8				10				8				34				9				9				8				8
Acetyl Intermediates	105				27				26				26				26				107				26				27				27				27
Total Acetyl Chain	141				37				34				36				34				141				35				36				35				35
Other Activities⁽²⁾	10				2				4				2				2				11				4				2				2				3
Total	303				79				78				75				71				288				71				71				73				73
Operating EBITDA / Operating EBITDA Margin
Advanced Engineered Materials	675		32.2	%	164		29.8	%	176		32.4	%	168		32.6	%	167		34.3	%	571		39.5	%	142		39.0	%	149		40.8	%	136		37.3	%	144		41.1	%
Consumer Specialties	377		48.0	%	86		46.0	%	90		48.1	%	90		46.6	%	111		50.9	%	462		49.7	%	117		52.0	%	109		48.4	%	119		50.6	%	117		48.0	%
Total Materials Solutions	1,052		36.5	%	250		34.0	%	266		36.4	%	258		36.4	%	278		39.4	%	1,033		43.5	%	259		44.0	%	258		43.7	%	255		42.5	%	261		43.9	%
Industrial Specialties	126		12.3	%	26		10.3	%	31		11.7	%	36		13.7	%	33		13.5	%	140		14.3	%	27		12.3	%	34		13.9	%	38		14.5	%	41		16.2	%
Acetyl Intermediates	590		22.1	%	189		26.4	%	160		23.4	%	132		20.3	%	109		17.6	%	454		18.6	%	94		15.7	%	111		18.8	%	107		18.1	%	142		21.4	%
Eliminations	—				—				—				—				—				1				—				—				1				—
Total Acetyl Chain	716		21.2	%	215		24.2	%	191		22.1	%	168		20.3	%	142		17.9	%	595		19.0	%	121		16.2	%	145		19.0	%	146		18.7	%	183		21.8	%
Other Activities⁽²⁾	(109	)			(34	)			(34	)			(25	)			(16	)			(62	)			(20	)			(13	)			(16	)			(13	)
Total	1,659		27.0	%	431		27.1	%	423		27.0	%	401		26.6	%	404		27.5	%	1,566		29.1	%	360		27.5	%	390		29.5	%	385		28.5	%	431		30.7	%

___________________________


⁽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 3

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



	2017			Q4 '17			Q3 '17			Q2 '17			Q1 '17			2016			Q4 '16			Q3 '16			Q2 '16			Q1 '16
			per share			per share			per share			per share			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	856		6.19	204		1.50	230		1.68	239		1.72	183		1.30	902		6.19	160		1.12	265		1.83	221		1.50	256		1.73
Income tax provision (benefit)	213			60			57			40			56			122			(5	)		15			52			60
Earnings (loss) from continuing operations before tax	1,069			264			287			279			239			1,024			155			280			273			316
Certain Items attributable to Celanese Corporation(Table 8)	167			57			27			18			65			130			106			7			9			8
Refinancing and related expenses	—			—			—			—			—			6			—			4			—			2
Adjusted earnings (loss) from continuing operations before tax	1,236			321			314			297			304			1,160			261			291			282			326
Income tax (provision) benefit on adjusted earnings⁽¹⁾	(198	)		(51	)		(50	)		(48	)		(49	)		(197	)		(44	)		(49	)		(48	)		(55	)
Adjusted earnings (loss) from continuing operations⁽²⁾	1,038		7.51	270		1.98	264		1.93	249		1.79	255		1.81	963		6.61	217		1.52	242		1.67	234		1.59	271		1.83
	Diluted shares (in millions)⁽³⁾
Weighted average shares outstanding	137.9			135.8			136.6			138.6			140.6			144.9			141.9			144.0			146.5			147.4
Incremental shares attributable to equity awards	0.4			0.5			0.4			0.4			0.4			0.8			0.7			0.6			0.6			0.7
Total diluted shares	138.3			136.3			137.0			139.0			141.0			145.7			142.6			144.6			147.1			148.1

______________________________


⁽¹⁾	Calculated using adjusted effective tax rates (Table 3a) as follows:



	2017	Q4 '17	Q3 '17	Q2 '17	Q1 '17	2016	Q4 '16	Q3 '16	Q2 '16	Q1 '16
	(In percentages)
Adjusted effective tax rate	16	16	16	16	16	17	17	17	17	17


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


⁽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
	2017		2016
	(In percentages)
US GAAP effective tax rate	20		12
Discrete quarterly recognition of GAAP items⁽¹⁾	(11	)	1
Tax impact of other charges and adjustments⁽²⁾	1		3
Recognition of foreign tax credits	20		—
Changes in valuation allowances, excluding impact of other charges and adjustments⁽³⁾	(13	)	2
Other⁽⁴⁾	(1	)	(1	)
Adjusted tax rate	16		17

______________________________

Note: As part of the year-end reconciliation, we updated the reconciliation of the GAAP effective tax rate for actual results.


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


⁽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.


⁽³⁾	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.


⁽⁴⁾	Tax impacts related to full-year forecasted tax opportunities and related costs.

Table 4

Net Sales by Segment - Unaudited



	2017		Q4 '17		Q3 '17		Q2 '17		Q1 '17		2016		Q4 '16		Q3 '16		Q2 '16		Q1 '16
	(In $ millions)
Advanced Engineered Materials	2,096		550		543		516		487		1,444		364		365		365		350
Consumer Specialties	785		187		187		193		218		929		225		225		235		244
Eliminations⁽¹⁾	(2	)	(2	)	—		—		—		—		—		—		—		—
Total Materials Solutions	2,879		735		730		709		705		2,373		589		590		600		594
Industrial Specialties	1,023		252		264		262		245		979		219		245		262		253
Acetyl Intermediates	2,669		717		684		649		619		2,441		597		589		592		663
Eliminations⁽¹⁾	(321	)	(81	)	(85	)	(85	)	(70	)	(288	)	(67	)	(71	)	(74	)	(76	)
Total Acetyl Chain	3,371		888		863		826		794		3,132		749		763		780		840
Other Activities⁽²⁾	—		—		—		—		—		—		—		—		—		—
Intersegment eliminations⁽¹⁾	(110	)	(30	)	(27	)	(25	)	(28	)	(116	)	(27	)	(30	)	(29	)	(30	)
Net sales	6,140		1,593		1,566		1,510		1,471		5,389		1,311		1,323		1,351		1,404

___________________________


⁽¹⁾	Includes intersegment sales as follows:



	2017		Q4 '17		Q3 '17		Q2 '17		Q1 '17		2016		Q4 '16		Q3 '16		Q2 '16		Q1 '16
	(In $ millions)
Consumer Specialties	(2	)	(2	)	—		—		—		—		—		—		—		—
Industrial Specialties	(4	)	(1	)	(1	)	(1	)	(1	)	(3	)	(1	)	(1	)	(1	)	—
Acetyl Intermediates	(427	)	(110	)	(111	)	(109	)	(97	)	(401	)	(93	)	(100	)	(102	)	(106	)
Intersegment eliminations	(433	)	(113	)	(112	)	(110	)	(98	)	(404	)	(94	)	(101	)	(103	)	(106	)


⁽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 Sequentially - Unaudited

Three Months Ended December 31, 2017 Compared to Three Months Ended September 30, 2017



	Volume		Price		Currency	Other	Total
	(In percentages)
Advanced Engineered Materials	(9	)	10		—	—	1
Consumer Specialties	2		(2	)	—	—	—
Total Materials Solutions	(6	)	7		—	—	1

Industrial Specialties	(6	)	1		—	—	(5	)
Acetyl Intermediates	(4	)	9		—	—	5
Total Acetyl Chain	(5	)	7		—	1	3

Total Company	(5	)	7		—	—	2

Three Months Ended September 30, 2017 Compared to Three Months Ended June 30, 2017



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

Industrial Specialties	(4	)	2		3	—	1
Acetyl Intermediates	3		(1	)	3	—	5
Total Acetyl Chain	1		—		3	—	4

Total Company	—		1		3	—	4

Three Months Ended June 30, 2017 Compared to Three Months Ended March 31, 2017



	Volume		Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	4		—		2	—		6		⁽¹⁾
Consumer Specialties	(10	)	(2	)	—	—		(12	)
Total Materials Solutions	—		(1	)	1	—		—

Industrial Specialties	2		3		2	—		7
Acetyl Intermediates	(1	)	5		1	—		5
Total Acetyl Chain	—		5		1	(2	)	4

Total Company	—		3		1	(1	)	3

___________________________


⁽¹⁾	2017 includes the effect of the acquisition of the nylon compounding division of Nilit Group.


⁽²⁾	2017 includes the effect of the SO.F.TER. S.r.l. acquisition.

Three Months Ended March 31, 2017 Compared to Three Months Ended December 31, 2016



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	35		—		(1	)	—	34		⁽²⁾
Consumer Specialties	3		(6	)	—		—	(3	)
Total Materials Solutions	22		(2	)	—		—	20

Industrial Specialties	11		1		—		—	12
Acetyl Intermediates	(2	)	6		—		—	4
Total Acetyl Chain	2		5		(1	)	—	6

Total Company	11		2		(1	)	—	12

Three Months Ended December 31, 2016 Compared to Three Months Ended September 30, 2016



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

Industrial Specialties	(7	)	(2	)	(2	)	—	(11	)
Acetyl Intermediates	—		2		(1	)	—	1
Total Acetyl Chain	(2	)	1		(2	)	1	(2	)

Total Company	(1	)	1		(1	)	—	(1	)

Three Months Ended September 30, 2016 Compared to Three Months Ended June 30, 2016



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

Industrial Specialties	(6	)	—	(1	)	—	(7	)
Acetyl Intermediates	—		—	—		—	—
Total Acetyl Chain	(2	)	—	(1	)	1	(2	)

Total Company	(2	)	—	—		—	(2	)

Table 4a

Factors Affecting Segment Net Sales Sequentially - Unaudited (cont.)

Three Months Ended June 30, 2016 Compared to Three Months Ended March 31, 2016



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

Industrial Specialties	4		(1	)	1	—	4
Acetyl Intermediates	(11	)	—		—	—	(11	)
Total Acetyl Chain	(7	)	(1	)	1	—	(7	)

Total Company	(4	)	(1	)	1	—	(4	)

Three Months Ended March 31, 2016 Compared to Three Months Ended December 31, 2015



	Volume	Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	12	—		—	—		12
Consumer Specialties	6	(7	)	—	—		(1	)
Total Materials Solutions	10	(3	)	—	—		7

Industrial Specialties	9	(3	)	—	—		6
Acetyl Intermediates	7	(4	)	—	—		3
Total Acetyl Chain	8	(4	)	—	(1	)	3

Total Company	9	(4	)	—	—		5

Table 4b

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Three Months Ended December 31, 2017 Compared to Three Months Ended December 31, 2016



	Volume		Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	47		—		4	—		51
Consumer Specialties	(11	)	(8	)	1	1		(17	)
Total Materials Solutions	25		(3	)	3	—		25

Industrial Specialties	3		7		5	—		15
Acetyl Intermediates	(4	)	21		3	—		20
Total Acetyl Chain	(2	)	19		4	(2	)	19

Total Company	10		10		3	(1	)	22

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016



	Volume		Price		Currency	Other		Total
	(In percentages)
Advanced Engineered Materials	49		(2	)	2	—		49
Consumer Specialties	(10	)	(8	)	1	—		(17	)
Total Materials Solutions	26		(4	)	2	—		24

Industrial Specialties	2		4		2	—		8
Acetyl Intermediates	(1	)	16		1	—		16
Total Acetyl Chain	—		13		2	(2	)	13

Total Company	11		6		2	(1	)	18

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016



	Volume		Price		Currency		Other		Total
	(In percentages)
Advanced Engineered Materials	44		(2	)	(1	)	—		41
Consumer Specialties	(9	)	(9	)	—		—		(18	)
Total Materials Solutions	23		(4	)	(1	)	—		18

Industrial Specialties	(1	)	3		(2	)	—		—
Acetyl Intermediates	(4	)	14		(1	)	1		10
Total Acetyl Chain	(3	)	12		(2	)	(1	)	6

Total Company	8		5		(1	)	—		12

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	44		(3	)	(2	)	—	39
Consumer Specialties	(2	)	(8	)	(1	)	—	(11	)
Total Materials Solutions	25		(5	)	(1	)	—	19

Industrial Specialties	1		(2	)	(2	)	—	(3	)
Acetyl Intermediates	(12	)	7		(2	)	—	(7	)
Total Acetyl Chain	(9	)	5		(2	)	1	(5	)

Total Company	5		1		(2	)	1	5

Three Months Ended December 31, 2016 Compared to Three Months Ended December 31, 2015



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	20		(2	)	(1	)	—	17
Consumer Specialties	2		(11	)	—		—	(9	)
Total Materials Solutions	12		(6	)	—		—	6

Industrial Specialties	(1	)	(6	)	(1	)	—	(8	)
Acetyl Intermediates	(4	)	(2	)	(2	)	1	(7	)
Total Acetyl Chain	(4	)	(3	)	(2	)	1	(8	)

Total Company	2		(4	)	(1	)	1	(2	)

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	16		(4	)	—		—	12
Consumer Specialties	(2	)	(7	)	—		—	(9	)
Total Materials Solutions	8		(5	)	—		—	3

Industrial Specialties	(1	)	(9	)	(1	)	—	(11	)
Acetyl Intermediates	(3	)	(11	)	—		1	(13	)
Total Acetyl Chain	(3	)	(12	)	—		2	(13	)

Total Company	1		(9	)	—		2	(6	)

Table 4b

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

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015



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

Industrial Specialties	(1	)	(8	)	—	—	(9	)
Acetyl Intermediates	(5	)	(13	)	—	2	(16	)
Total Acetyl Chain	(4	)	(12	)	—	2	(14	)

Total Company	—		(10	)	—	1	(9	)

Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015



	Volume	Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	5	(2	)	(1	)	—	2
Consumer Specialties	17	(9	)	—		—	8
Total Materials Solutions	9	(5	)	—		—	4

Industrial Specialties	—	(9	)	(1	)	—	(10	)
Acetyl Intermediates	6	(13	)	(2	)	2	(7	)
Total Acetyl Chain	5	(13	)	(2	)	1	(9	)

Total Company	7	(10	)	(2	)	1	(4	)

Table 4c

Factors Affecting Segment Net Sales Year Over Year - Unaudited

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016



	Volume		Price		Currency	Other	Total
	(In percentages)
Advanced Engineered Materials	46		(2	)	1	—	45
Consumer Specialties	(8	)	(8	)	—	—	(16	)
Total Materials Solutions	25		(4	)	—	—	21

Industrial Specialties	1		3		—	—	4
Acetyl Intermediates	(5	)	14		—	—	9
Total Acetyl Chain	(4	)	12		—	—	8

Total Company	9		5		—	—	14

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015



	Volume		Price		Currency		Other	Total
	(In percentages)
Advanced Engineered Materials	11		(2	)	—		—	9
Consumer Specialties	4		(8	)	—		—	(4	)
Total Materials Solutions	8		(5	)	—		—	3

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

Total Company	2		(8	)	(1	)	2	(5	)

Table 5

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



	2017		Q4 '17		Q3 '17		Q2 '17		Q1 '17		2016		Q4 '16		Q3 '16		Q2 '16		Q1 '16
	(In $ millions)
Net cash provided by (used in) investing activities	(549	)	(92	)	(68	)	(325	)	(64	)	(439	)	(247	)	(54	)	(63	)	(75	)
Net cash provided by (used in) financing activities	(351	)	145		(247	)	21		(270	)	(759	)	(292	)	265		(259	)	(473	)

Net cash provided by (used in) operating activities	803		58		255		298		192		893		(47	)	304		349		287
Capital expenditures on property, plant and equipment	(267	)	(87	)	(64	)	(54	)	(62	)	(246	)	(60	)	(58	)	(58	)	(70	)
Capital (distributions to) contributions from NCI	(27	)	(9	)	(10	)	(4	)	(4	)	(24	)	(9	)	(9	)	(6	)	—
Free cash flow⁽¹⁾⁽²⁾	509		(38	)	181		240		126		623		(116	)	237		285		217

Net sales	6,140		1,593		1,566		1,510		1,471		5,389		1,311		1,323		1,351		1,404

Free cash flow as % of Net sales	8.3	%	(2.4	)%	11.6	%	15.9	%	8.6	%	11.6	%	(8.8	)%	17.9	%	21.1	%	15.5	%

______________________________


⁽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 $27 million and $56 million for the years ending December 31, 2017 and 2016, respectively.

Table 6

Cash Dividends Received - Unaudited



	2017	Q4 '17	Q3 '17	Q2 '17	Q1 '17	2016	Q4 '16	Q3 '16	Q2 '16	Q1 '16
	(In $ millions)
Dividends from equity method investments	131	17	5	59	50	131	15	6	73	37
Dividends from cost method investments	108	26	24	29	29	108	26	26	29	27
Total	239	43	29	88	79	239	41	32	102	64

Table 7

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



	2017		Q4 '17		Q3 '17		Q2 '17		Q1 '17		2016		Q4 '16		Q3 '16		Q2 '16		Q1 '16
	(In $ millions)
Short-term borrowings and current installments of long-term debt - third party and affiliates	326		326		435		384		107		118		118		92		119		116
Long-term debt, net of unamortized deferred financing costs	3,315		3,315		2,954		2,931		2,851		2,890		2,890		2,923		2,464		2,487
Total debt	3,641		3,641		3,389		3,315		2,958		3,008		3,008		3,015		2,583		2,603
Cash and cash equivalents	(576	)	(576	)	(461	)	(511	)	(501	)	(638	)	(638	)	(1,252	)	(735	)	(716	)
Net debt	3,065		3,065		2,928		2,804		2,457		2,370		2,370		1,763		1,848		1,887

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:



	2017		Q4 '17	Q3 '17	Q2 '17		Q1 '17		2016		Q4 '16		Q3 '16		Q2 '16	Q1 '16	Income Statement Classification
	(In $ millions)
Employee termination benefits⁽¹⁾	4		—	—	2		2		11		—		3		3	5	Other charges (gains), net
Plant/office closures	58		2	2	(3	)	57		4		1		2		—	1	Cost of sales / SG&A / R&D / Other charges (gains), net
Business optimization	4		—	4	—		—		7		3		1		1	2	Cost of sales / SG&A
Asset impairments	—		—	—	—		—		2		1		—		1	—	Other charges (gains), net
(Gain) loss on disposition of business and assets, net	2		—	—	2		—		(4	)	(2	)	(2	)	—	—	(Gain) loss on disposition, net
Commercial disputes	—		—	—	—		—		(2	)	(2	)	—		—	—	Other charges (gains), net
Write-off of other productive assets	—		—	—	—		—		4		1		1		2	—	Cost of sales / R&D
Employee benefit plan changes	1		—	—	1		—		1		—		—		1	—	Cost of sales / SG&A / R&D
Actuarial (gain) loss on pension and postretirement plans	46		46	—	—		—		102		102		—		—	—	Cost of sales / SG&A / R&D
Start-up costs	—		—	—	—		—		2		—		1		1	—	Cost of sales
Mergers and acquisitions	35		9	10	7		9		3		2		1		—	—	Cost of sales / SG&A / Other income (expense), net
InfraServ ownership change	8		—	—	8		—		—		—		—		—	—	Other charges (gains), net / Equity in net earnings (loss) of affiliates
Impact from natural disasters⁽²⁾	11		—	11	—		—		—		—		—		—	—	Cost of sales
Other	(2	)	—	—	1		(3	)	—		—		—		—	—	Equity in net earnings (loss) of affiliates
Certain Items attributable to Celanese Corporation	167		57	27	18		65		130		106		7		9	8

______________________________


⁽¹⁾	Primarily associated with site shutdown costs.


⁽²⁾	Primarily associated with Hurricane Harvey.

Table 9

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



			2017				2016
			(In $ millions, except percentages)				(In $ millions, except percentages)
Net earnings (loss) attributable to Celanese Corporation			843				900

Adjusted EBIT(Table 1)			1,356				1,278
Adjusted effective tax rate (Table 3a)			16	%			17	%
Adjusted EBIT tax effected			1,139				1,061

	2017	2016	Average		2016	2015	Average
	(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates	326	118	222		118	513	316
Long-term debt, net of unamortized deferred financing costs	3,315	2,890	3,103		2,890	2,468	2,679
Celanese Corporation stockholders' equity	2,887	2,588	2,738		2,588	2,378	2,483
Invested capital			6,063				5,478

Return on invested capital (adjusted)			18.8	%			19.4	%

Net earnings (loss) attributable to Celanese Corporation as a percentage of invested capital			13.9	%			16.4	%

Actual Plan Asset Returns

Expected Plan Asset Returns

(In percentages)

Q4 '17 & 2017

Q4 '16 & 2016