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Form 8-K Celanese Corp For: Oct 16

October 19, 2015 5:16 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2015
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-32410
 
98-0420726
 
 
 
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-4000

 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1



Item 2.02 Results of Operations and Financial Condition
On October 19, 2015, Celanese Corporation (the "Company") issued a press release reporting the financial results for its third quarter 2015. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Each non-US GAAP financial measure used in the press release is reconciled to the most comparable US GAAP financial measure in Exhibit 99.2, which includes other supplemental information of interest to investors, analysts and other parties and which is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 7.01 Regulation FD Disclosure
On October 20, 2015, Mark C. Rohr, Chairman and Chief Executive Officer of the Company, and Christopher W. Jensen, Senior Vice President, Finance and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 10:00 a.m. ET (9:00 a.m. CT). The webcast, prepared remarks from Mark Rohr and Chris Jensen and a slide presentation may be accessed on our website at www.celanese.com under Investor Events & Presentations. A copy of the slide presentation and a copy of the prepared remarks posted for the webcast are attached to this Current Report as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
 
 
 
Description
 
 
 
99.1
 
Press Release dated October 19, 2015*
 
 
 
99.2
 
Non-US GAAP Financial Measures and Supplemental Information dated October 19, 2015*
 
 
 
99.3
 
Slide Presentation dated October 19, 2015*
 
 
 
99.4
 
Prepared Remarks from M. Rohr and C. Jensen dated October 19, 2015*
*In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
CELANESE CORPORATION
 
 
By:
/s/ JAMES R. PEACOCK III 
 
Name:  
James R. Peacock III 
 
Title:  
Vice President, Deputy General Counsel and Corporate Secretary 
 
 
 
 
 
Date:
October 19, 2015
 
INDEX TO EXHIBITS
Exhibit
Number
 
 
 
Description
 
 
 
99.1
 
Press Release dated October 19, 2015*
 
 
 
99.2
 
Non-US GAAP Financial Measures and Supplemental Information dated October 19, 2015*
 
 
 
99.3
 
Slide Presentation dated October 19, 2015*
 
 
 
99.4
 
Prepared Remarks from M. Rohr and C. Jensen dated October 19, 2015*
* In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

3


Exhibit 99.1
 
Celanese Corporation
 
222 West Las Colinas Blvd.
 
Suite 900N
 
Irving, Texas 75039
Celanese Corporation Reports Third Quarter Adjusted Earnings Per Share of $1.50;
Begins Methanol Production at Clear Lake Facility;
Raises Adjusted Earnings Outlook Range to $5.90 to $6.10 Per Share

Dallas, October 19, 2015: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported third quarter 2015 adjusted earnings per share of $1.50. The company's strong earnings result reflected continued focus on opportunities to serve key markets while also driving efficiency throughout our complementary cores. During the quarter, the company also made progress on a number of strategic initiatives while also setting several performance records. Highlights for the quarter follow.
Quarter highlights:
The company completed construction and began methanol production at its 1.3 million ton production unit in Clear Lake, Texas, a joint venture between Celanese and Mitsui & Co., Ltd., of Tokyo, Japan, in October 2015
Adjusted EBIT margin was a third quarter record at 21.6 percent, 150 basis points higher than the prior year quarter and 40 basis points below the prior quarter
Materials Solutions delivered record performance with adjusted EBIT of $211 million and core income margin of 36.8 percent
The company deployed $420 million to repurchase 6.6 million shares of common stock and reduced its outstanding share count by 4.3 percent
The company also announced its plans to repurchase $1 billion of its shares over the next two years, based on confidence in its ability to generate strong free cash flow


1



 
Three Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
(unaudited)
 
(In $ millions)
Net Sales
 
 
 
 
 
Advanced Engineered Materials
326

 
346

 
366

Consumer Specialties
247

 
249

 
291

Total Materials Solutions
573

 
595

 
657

Industrial Specialties
274

 
287

 
314

Acetyl Intermediates
680

 
707

 
937

Eliminations
(82
)
 
(83
)
 
(109
)
Total Acetyl Chain
872

 
911

 
1,142

Other Activities

 

 

Intersegment eliminations
(32
)
 
(29
)
 
(30
)
Total
1,413

 
1,477

 
1,769

 
Three Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
(unaudited)
 
(In $ millions, except per share data)
Operating Profit (Loss) Attributable to Celanese Corporation(1)
 
 
 
 
 
Advanced Engineered Materials
58

 
67

 
51

Consumer Specialties
77

 
77

 
105

Total Materials Solutions
135

 
144

 
156

Industrial Specialties
19

 
28

 
16

Acetyl Intermediates
64

 
58

 
175

Total Acetyl Chain
83

 
86

 
191

Other Activities
(22
)
 
(38
)
 
(36
)
Total
196

 
192

 
311

Net earnings (loss)
151

 
201

 
252

Adjusted EBIT / Total segment income(1)
305

 
325

 
355

Operating EBITDA(1)
375

 
391

 
428

Diluted EPS - continuing operations
$
1.07

 
$
1.34

 
$
1.66

Diluted EPS - total
$
1.07

 
$
1.33

 
$
1.63

Adjusted EPS(1)
$
1.50

 
$
1.58

 
$
1.61

______________________________
(1) 
See "Non-US GAAP Financial Measures" below.

2



"I am incredibly proud of the team at Clear Lake for their commitment and tireless efforts to complete construction and begin production at the methanol unit. This strategic investment provides us with certain supply of a critical raw material, allowing us to capture the economic benefit of abundant low cost U.S. natural gas," said Mark Rohr, chairman and chief executive officer. "By leveraging existing infrastructure and executing an aggressive project plan, we completed the methanol unit and reached full operating rates in only 21 months at a capital cost of under $700 per ton, an impressive accomplishment and testament to our ability to execute on our strategic goals."
"I am also pleased to report third quarter adjusted earnings of $1.50 per share. Segment income margin was a third quarter record at 21.6 percent, a 150 basis point increase over the prior year on record margin in Materials Solutions and productivity actions across the company. This more than offset lower margin in the Acetyl Chain due to higher methanol costs prior to start up of the Clear Lake methanol unit. Free cash flow was $101 million for the quarter, and we returned a record $467 million of cash to our shareholders through $420 million in share repurchases and $47 million in dividends," said Rohr.
Third Quarter Business Segment Overview
Materials Solutions
Core income in Materials Solutions was $211 million on net sales of $573 million. Core income margin was 36.8 percent, up 590 basis points year-over-year and 200 basis points sequentially.
Advanced Engineered Materials
Advanced Engineered Materials generated record segment income of $106 million on net sales of $326 million. Segment income margin was 32.5 percent, 870 basis points higher than the prior year and 300 basis points higher than the previous quarter. Earnings in the base engineered materials business, excluding affiliates, were a third quarter record at $63 million, 43 percent higher than the prior year and 11 percent lower than the prior quarter on normal seasonality. Volume declined 5 percent versus the prior quarter as the businesses maintained pricing discipline and commercial selectivity, prioritizing and commercializing its most profitable projects. Pricing was down 1 percent sequentially. Success in this business continues to be driven by our ability to work closely with customers and develop innovative solutions that leverage our broad and differentiated polymer portfolio. During the quarter, the business completed and launched over 200 projects, including both new products and new applications. Affiliate earnings were $43 million, consistent with the prior year and 39 percent higher sequentially.
Consumer Specialties
Third quarter segment income in Consumer Specialties was $105 million, consistent with the prior quarter, on net sales of $247 million. Segment income margin was a record at 42.5 percent, 30 basis points higher than the prior quarter primarily due to continued productivity initiatives, primarily energy. Third quarter volume and pricing were consistent with second quarter levels. Dividends from the cellulose derivatives ventures were $25 million.
Acetyl Chain
Core income in the Acetyl Chain was $112 million on net sales of $872 million. Core income margin was 12.8 percent, down 220 basis points from the prior quarter primarily due to higher U.S. methanol costs. The higher methanol costs were driven by the expiration of an advantaged long-term supply contract at the end of the second quarter. Sequentially, volume declined by 2

3



percent and price decreased 2 percent primarily due to normal seasonality in emulsion polymers and continued muted demand in China.
Cash Flow
The company generated operating cash flow of $173 million and free cash flow of $101 million in the third quarter. Operating cash flow was lower sequentially, due to the timing of cash tax payments and receipt of affiliate dividends versus the prior quarter. Net capital expenditures were $72 million in the quarter.
The company repurchased 6.6 million shares during the quarter, deploying $420 million in cash. The company also announced a new $1 billion repurchase authorization that it intends to execute over the next two years.
Outlook
"We are confident in the ability of our complementary businesses to drive unique value despite dramatic year-over-year currency headwinds, stress in global macroeconomic environments, and the recent slowdown in China. Our focus on those things we control and our unrelenting drive to create customer value allow us to match market needs on moderate macroeconomic trends. For the year we are increasing our 2015 adjusted earnings outlook range to $5.90 to $6.10 per share," said Rohr.
The company's earnings presentation and prepared remarks related to the third quarter results will be posted on its website at www.celanese.com under Investor Relations/Events and Presentations after market close on October 19, 2015. Information previously included in supplemental tables to our press release is now included in a separate Non-US GAAP Financial Measures and Supplemental Information document posted on our website. See "Reconciliation of Non-US GAAP Financial Measures" below.
Contacts:
 
 
 
 
Investor Relations
 
Media - U.S.
 
Media - Europe
Jon Puckett
 
Travis Jacobsen
 
Jens Kurth
Phone: +1 972 443 4965
 
Phone: +1 972 443 3750
 
Phone: +49(0)69 45009 1574
 
 

Celanese Corporation is a global technology leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. With sales almost equally divided between North America, Europe and Asia, the company uses the full breadth of its global chemistry, technology and business expertise to create value for customers and the corporation. Celanese partners with customers to solve their most critical needs while making a positive impact on its communities and the world. Based in Dallas, Texas, Celanese employs approximately 7,400 employees worldwide and had 2014 net sales of $6.8 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com.

Forward-Looking Statements
This release may contain "forward-looking statements," which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization

4



rates and to implement planned capacity additions and expansions; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
 
Presentation
This release 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. 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.
Non-GAAP Financial Measures
Use of Non-US GAAP Financial Information
This release uses the following non-US GAAP measures: adjusted EBIT, operating EBITDA, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, free cash flow and net debt. These measures are not recognized in accordance with US GAAP and should not be viewed as an alternative to US GAAP measures of performance. 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 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 free cash flow is cash flow from operations; and for net debt is total debt.
Definitions of Non-US GAAP Financial Measures
Adjusted EBIT 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, refinancing expense and taxes, and further adjusted for certain items attributable to Celanese Corporation. Adjusted EBIT by business segment may also be referred to by management as segment income. Adjusted EBIT by core may also be referred to by management as core income.
Operating EBITDA 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, refinancing expense, taxes and depreciation and amortization, and further adjusted for certain items attributable to Celanese Corporation. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization.
Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI").
Adjusted earnings per share is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, certain items, 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.
Note: 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, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material 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. We also reflect the impact of foreign tax credits when utilized for the adjusted earnings per share tax rate. We analyze this rate quarterly and adjust 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. It is not practical to reconcile our prospective adjusted tax rate to the actual GAAP tax rate in any given future period.
Free cash flow is defined by the Company as cash flow from operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from Mitsui & Co., Ltd. to Fairway Methanol LLC.
Net debt is defined by the Company as total debt less cash and cash equivalents.
Reconciliation of Non-US GAAP Financial Measures
Reconciliations of the non-US GAAP financial measures used in this press release to the comparable US GAAP financial measure, together with information about the purposes and uses of non-US GAAP financial measures, are included in our Non-US GAAP Financial Measures and Supplemental Information document filed as an exhibit to our Current Report on Form 8-K filed with the SEC on or about October 19, 2015 and also available on our website at www.celanese.com under Financial Information, Non-GAAP Financial Measures, or at this link: http://investors.celanese.com/interactive/lookandfeel/4103411/Non-GAAP.PDF

5



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.
Supplemental Information
Additional information about our prior period performance is included in our Quarterly Reports on Form 10-Q and in our Non-US GAAP Financial Measures and Supplemental Information document.

6



Consolidated Statements of Operations - Unaudited
 
Three Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
(In $ millions, except share and per share data)
Net sales
1,413

 
1,477

 
1,769

Cost of sales
(1,110
)
 
(1,102
)
 
(1,333
)
Gross profit
303

 
375

 
436

Selling, general and administrative expenses
(93
)
 
(106
)
 
(118
)
Amortization of intangible assets
(3
)
 
(3
)
 
(5
)
Research and development expenses
(19
)
 
(59
)
 
(22
)
Other (charges) gains, net
(4
)
 
(10
)
 
20

Foreign exchange gain (loss), net
3

 
(3
)
 
1

Gain (loss) on disposition of businesses and asset, net
(1
)
 
(6
)
 
(2
)
Operating profit (loss)
186

 
188

 
310

Equity in net earnings (loss) of affiliates
50

 
40

 
52

Interest expense
(29
)
 
(30
)
 
(41
)
Refinancing expense

 

 
(4
)
Interest income

 
1

 
3

Dividend income - cost investments
26

 
26

 
29

Other income (expense), net
(8
)
 
2

 
(2
)
Earnings (loss) from continuing operations before tax
225

 
227

 
347

Income tax (provision) benefit
(74
)
 
(24
)
 
(90
)
Earnings (loss) from continuing operations
151

 
203

 
257

Earnings (loss) from operation of discontinued operations

 
(3
)
 
(7
)
Income tax (provision) benefit from discontinued operations

 
1

 
2

Earnings (loss) from discontinued operations

 
(2
)
 
(5
)
Net earnings (loss)
151

 
201

 
252

Net (earnings) loss attributable to noncontrolling interests
10

 
4

 
1

Net earnings (loss) attributable to Celanese Corporation
161

 
205

 
253

Amounts attributable to Celanese Corporation
 
 
 
 
 
Earnings (loss) from continuing operations
161

 
207

 
258

Earnings (loss) from discontinued operations

 
(2
)
 
(5
)
Net earnings (loss)
161

 
205

 
253

Earnings (loss) per common share - basic
 
 
 
 
 
Continuing operations
1.07

 
1.35

 
1.67

Discontinued operations

 
(0.01
)
 
(0.03
)
Net earnings (loss) - basic
1.07

 
1.34

 
1.64

Earnings (loss) per common share - diluted
 
 
 
 
 
Continuing operations
1.07

 
1.34

 
1.66

Discontinued operations

 
(0.01
)
 
(0.03
)
Net earnings (loss) - diluted
1.07

 
1.33

 
1.63

Weighted average shares (in millions)
 
 
 
 
 
Basic
149.8

 
153.5

 
154.5

Diluted
151.0

 
154.0

 
155.2


7



Consolidated Balance Sheets - Unaudited
 
As of
September 30,
2015
 
As of
December 31,
2014
 
(In $ millions)
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
952

 
780

Trade receivables - third party and affiliates, net
793

 
801

Non-trade receivables, net
231

 
241

Inventories
738

 
782

Deferred income taxes
15

 
29

Marketable securities, at fair value
30

 
32

Other assets
37

 
33

Total current assets
2,796

 
2,698

Investments in affiliates
868

 
876

Property, plant and equipment, net
3,778

 
3,733

Deferred income taxes
278

 
253

Other assets
350

 
377

Goodwill
716

 
749

Intangible assets, net
122

 
132

Total assets
8,908

 
8,818

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Short-term borrowings and current installments of long-term debt - third party and affiliates
463

 
137

Trade payables - third party and affiliates
608

 
757

Other liabilities
331

 
432

Deferred income taxes
7

 
7

Income taxes payable
107

 
5

Total current liabilities
1,516

 
1,338

Long-term debt
2,541

 
2,608

Deferred income taxes
122

 
141

Uncertain tax positions
165

 
159

Benefit obligations
1,103

 
1,211

Other liabilities
264

 
283

Commitments and Contingencies
 
 
 
Stockholders' Equity
 
 
 
Preferred stock

 

Common stock

 

Treasury stock, at cost
(1,031
)
 
(611
)
Additional paid-in capital
127

 
103

Retained earnings
3,962

 
3,491

Accumulated other comprehensive income (loss), net
(292
)
 
(165
)
Total Celanese Corporation stockholders' equity
2,766

 
2,818

Noncontrolling interests
431

 
260

Total equity
3,197

 
3,078

Total liabilities and equity
8,908

 
8,818


8
Exhibit 99.2

Non-US GAAP Financial Measures and Supplemental Information
October 19, 2015
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. 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 as the Company believes them to be important supplemental measures for assessing our financial and operating results and as a means to evaluate 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), cash flow from operating activities, earnings per share or any other US GAAP financial measure. The 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 on the Investor Relations/Financial Information/Non-GAAP Financial Measures page of our website, www.celanese.com, in this document, in the presentation itself or on a Form 8-K in connection with the presentation, 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 supplemental financial disclosure 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.
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, operating EBITDA, operating profit (loss) attributable to Celanese Corporation, adjusted earnings per share, net debt, free cash flow and return on invested capital. 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

1


(loss) attributable to Celanese Corporation; 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; and for free cash flow is cash flow from operations. We do not believe that there is a directly comparable financial measure calculated and presented in accordance with GAAP for return on invested capital.
Definitions
Adjusted EBIT 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, refinancing expense and taxes, and further adjusted for certain items attributable to Celanese Corporation. 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 effort because a forecast of certain items is not practical. Adjusted EBIT by business segment may also be referred to by management as segment income. Adjusted EBIT by core may also be referred to by management as core income.
Operating EBITDA 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, refinancing expense, taxes and depreciation and amortization, and further adjusted for certain items attributable to Celanese Corporation. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization, and has the same uses and limitations as adjusted EBIT described above.
Operating profit (loss) attributable to Celanese Corporation is defined by the Company as operating profit (loss), less earnings (loss) attributable to noncontrolling interests ("NCI").
Adjusted earnings per share is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, certain items, 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 unusual, non-operational or restructuring-related activities 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 effort because a forecast of certain items is not practical.
Note: 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, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material 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. We also reflect the impact of foreign tax credits when utilized for the adjusted earnings per share tax rate. We analyze this rate quarterly and adjust 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. It is not practical to reconcile our prospective adjusted tax rate to the actual GAAP tax rate in any given future period.
Free cash flow is defined by the Company as cash flow from operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from Mitsui & Co., Ltd. to Fairway Methanol LLC. 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. Although we use free cash flow as a financial measure to assess the performance of 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 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.

2



Supplemental Information
Supplemental Information we believe to be of interest to investors, analysts and other parties includes the following:
Operating margin, adjusted EBIT margin and operating EBITDA margin for Materials Solutions, the Acetyl Chain and each of our business segments.
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 Methanol LLC for which the Company's ownership percentage is 50%. Amounts referred to as "attributable to Celanese Corporation" are net of any applicable NCI.
Recent Developments
During the third quarter of 2015, we revised our non-GAAP financial information to simplify its presentation by reducing certain immaterial items that had previously been excluded from the calculation of adjusted EBIT, free cash flow and net debt, as well as revising the calculation of return on invested capital. We believe the changes in methodology of our non-GAAP financial information will provide more meaningful insight into the performance of the Company's primary operations and enhance investors' ability to compare the Company's performance to its peers. The adoption of the changes in methodology has been applied retrospectively to prior periods to facilitate comparability across periods.
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.

3


Table 1
Adjusted EBIT and Operating EBITDA - Reconciliation of Non-GAAP Measures - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions, except ratios)
Net earnings (loss) attributable to Celanese Corporation
161

 
205

 
236

 
624

 
(84
)
 
253

 
259

 
196

(Earnings) loss from discontinued operations

 
2

 

 
7

 
2

 
5

 

 

Interest income

 
(1
)
 

 
(1
)
 
4

 
(3
)
 
(2
)
 

Interest expense
29

 
30

 
27

 
147

 
27

 
41

 
40

 
39

Refinancing expense

 

 

 
29

 
25

 
4

 

 

Income tax provision (benefit)
74

 
24

 
72

 
314

 
52

 
90

 
94

 
78

Certain items attributable to Celanese Corporation(1)
41

 
65

 
15

 
148

 
256

 
(35
)
 
(62
)
 
(11
)
Adjusted EBIT
305

 
325

 
350

 
1,268

 
282

 
355

 
329

 
302

Depreciation and amortization expense(2)
70

 
66

 
67

 
290

 
72

 
73

 
72

 
73

Operating EBITDA
375

 
391

 
417

 
1,558

 
354

 
428

 
401

 
375

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating EBITDA / Interest expense
 
 
 
 
 
 
10.6

 
 
 
 
 
 
 
 
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions)
Advanced Engineered Materials

 

 

 

 

 

 

 

Consumer Specialties

 

 

 

 

 

 

 

Industrial Specialties
10

 

 

 
2

 

 

 

 
2

Acetyl Intermediates

 
39

 

 

 

 

 

 

Other Activities(3)

 

 

 

 

 

 

 

Accelerated depreciation and amortization expense
10

 
39

 

 
2

 

 

 

 
2

Depreciation and amortization expense(2)
70

 
66

 
67

 
290

 
72

 
73

 
72

 
73

Total depreciation and amortization expense attributable to Celanese
80

 
105

 
67

 
292

 
72

 
73

 
72

 
75

______________________________
(1) 
See Certain items presentation (Table 8) for details.
(2) 
Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Certain items above.
(3) 
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).

4

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

 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions, except percentages)
Operating Profit (Loss) / Operating Margin Attributable to Celanese Corporation(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
58

 
17.8
%
 
67

 
19.4
%
 
59

 
17.2
%
 
221

 
15.1
%
 
57

 
17.2
 %
 
51

 
13.9
%
 
56

 
14.4
%
 
57

 
15.3
%
Consumer Specialties
77

 
31.2
%
 
77

 
30.9
%
 
62

 
27.3
%
 
388

 
33.4
%
 
104

 
37.4
 %
 
105

 
36.1
%
 
80

 
27.7
%
 
99

 
32.8
%
Total Materials Solutions
135

 
23.6
%
 
144

 
24.2
%
 
121

 
21.2
%
 
609

 
23.3
%
 
161

 
26.4
 %
 
156

 
23.7
%
 
136

 
20.1
%
 
156

 
23.1
%
Industrial Specialties
19

 
6.9
%
 
28

 
9.8
%
 
29

 
10.3
%
 
76

 
6.2
%
 
16

 
6.0
 %
 
16

 
5.1
%
 
24

 
7.2
%
 
20

 
6.4
%
Acetyl Intermediates(2)
64

 
9.4
%
 
58

 
8.2
%
 
133

 
18.7
%
 
562

 
16.1
%
 
146

 
17.9
 %
 
175

 
18.7
%
 
143

 
15.9
%
 
98

 
11.7
%
Total Acetyl Chain
83

 
9.5
%
 
86

 
9.4
%
 
162

 
17.8
%
 
638

 
14.8
%
 
162

 
16.5
 %
 
191

 
16.7
%
 
167

 
14.9
%
 
118

 
11.1
%
Other Activities(3)
(22
)
 
 
 
(38
)
 
 
 
(24
)
 
 
 
(485
)
 
 
 
(376
)
 
 
 
(36
)
 
 
 
(43
)
 
 
 
(30
)
 
 
Total
196

 
13.9
%
 
192

 
13.0
%
 
259

 
17.9
%
 
762

 
11.2
%
 
(53
)
 
(3.4
)%
 
311

 
17.6
%
 
260

 
14.7
%
 
244

 
14.3
%
Equity Earnings, Cost-Dividend Income, Other Income (Expense) Attributable to Celanese Corporation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
44

(5) 
 
31

 
 
 
43

 
 
 
161

 
 
 
40

 
 
 
43

 
 
 
45

 
 
 
33

 
 
Consumer Specialties
26

 
 
 
27

 
 
 
28

 
 
 
124

 
 
 
30

 
 
 
29

 
 
 
35

 
 
 
30

 
 
Total Materials Solutions
70

 
 
 
58

 
 
 
71

 


 
285

 
 
 
70

 
 
 
72

 
 
 
80

 
 
 
63

 
 
Industrial Specialties

 
 
 

 
 
 

 
 
 

 
 
 

 
 
 

 
 
 

 
 
 

 
 
Acetyl Intermediates
2

 
 
 
1

 
 
 
1

 
 
 
21

 
 
 
3

 
 
 
2

 
 
 
15

 
 
 
1

 
 
Total Acetyl Chain
2

 
 
 
1

 
 
 
1

 


 
21

 
 
 
3

 
 
 
2

 
 
 
15

 
 
 
1

 
 
Other Activities(3)
(4
)
 
 
 
9

 
 
 
4

 
 
 
52

 
 
 
6

 
 
 
5

 
 
 
36

 
 
 
5

 
 
Total
68

 
 
 
68

 
 
 
76

 

 
358

 
 
 
79

 
 
 
79

 
 
 
131

 
 
 
69

 
 
Certain Items Attributable to Celanese Corporation(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
(4
)
 
 
 
4

 
 
 
2

 
 
 
(53
)
 
 
 
(33
)
 
 
 
(7
)
 
 
 
(7
)
 
 
 
(6
)
 
 
Consumer Specialties
(2
)
 
 
 
1

 
 
 
2

 
 
 
(52
)
 
 
 
(24
)
 
 
 
(18
)
 
 
 
(8
)
 
 
 
(2
)
 
 
Total Materials Solutions
(6
)
 
 
 
5

 
 
 
4

 


 
(105
)
 
 
 
(57
)
 
 
 
(25
)
 
 
 
(15
)
 
 
 
(8
)
 
 
Industrial Specialties
(9
)
 
 
 
2

 
 
 
1

 
 
 
(12
)
 
 
 
(9
)
 
 
 
(1
)
 
 
 
(2
)
 
 
 

 
 
Acetyl Intermediates
(18
)
 
 
 
48

 
 
 
3

 
 
 
(36
)
 
 
 
(12
)
 
 
 
(9
)
 
 
 
(12
)
 
 
 
(3
)
 
 
Total Acetyl Chain
(27
)
 
 
 
50

 
 
 
4

 


 
(48
)
 
 
 
(21
)
 
 
 
(10
)
 
 
 
(14
)
 
 
 
(3
)
 
 
Other Activities(3)
(8
)
 
 
 
10

 
 
 
7

 
 
 
301

 
 
 
334

 
 
 

 
 
 
(33
)
 
 
 

 
 
Total
(41
)
 
 
 
65

 
 
 
15

 

 
148

 
 
 
256

 
 
 
(35
)
 
 
 
(62
)
 
 
 
(11
)
 
 
Adjusted EBIT / Adjusted EBIT Margin(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
106

 
32.5
%
 
102

 
29.5
%
 
104

 
30.3
%
 
329

 
22.5
%
 
64

 
19.3
 %
 
87

 
23.8
%
 
94

 
24.2
%
 
84

 
22.5
%
Consumer Specialties
105

 
42.5
%
 
105

 
42.2
%
 
92

 
40.5
%
 
460

 
39.7
%
 
110

 
39.6
 %
 
116

 
39.9
%
 
107

 
37.0
%
 
127

 
42.1
%
Total Materials Solutions
211

 
36.8
%
 
207

 
34.8
%
 
196

 
34.4
%
 
789

 
30.1
%
 
174

 
28.6
 %
 
203

 
30.9
%
 
201

 
29.6
%
 
211

 
31.3
%
Industrial Specialties
28

 
10.2
%
 
30

 
10.5
%
 
30

 
10.6
%
 
64

 
5.2
%
 
7

 
2.6
 %
 
15

 
4.8
%
 
22

 
6.6
%
 
20

 
6.4
%
Acetyl Intermediates
84

 
12.4
%
 
107

 
15.1
%
 
137

 
19.2
%
 
547

 
15.7
%
 
137

 
16.8
 %
 
168

 
17.9
%
 
146

 
16.2
%
 
96

 
11.4
%
Total Acetyl Chain
112

 
12.8
%
 
137

 
15.0
%
 
167

 
18.4
%
 
611

 
14.2
%
 
144

 
14.7
 %
 
183

 
16.0
%
 
168

 
15.0
%
 
116

 
10.9
%
Other Activities(3)
(18
)
 
 
 
(19
)
 
 
 
(13
)
 


 
(132
)
 
 
 
(36
)
 
 
 
(31
)
 
 
 
(40
)
 
 
 
(25
)
 
 
Total
305

 
21.6
%
 
325

 
22.0
%
 
350

 
24.1
%
 
1,268

 
18.6
%
 
282

 
18.1
 %
 
355

 
20.1
%
 
329

 
18.6
%
 
302

 
17.7
%
___________________________
(1) 
Defined as Operating profit (loss) attributable to Celanese Corporation and Adjusted EBIT, respectively, divided by Net sales.
(2) 
Excludes amounts attributable to NCI as follows:
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions)
Operating Profit (Loss)
(10
)
 
 
 
(4
)
 
 
 
(2
)
 
 
 
(4
)
 
 
 
(1
)
 
 
 
(1
)
 
 
 
(1
)
 
 
 
(1
)
 
 
(3) 
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).
(4) 
See Certain items presentation (Table 8) for details.
(5) 
Includes $43 million of Equity in net earnings (loss) of affiliates and $1 million of Other income.

5

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


 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions, except percentages)
Depreciation and Amortization Expense Attributable to Celanese Corporation(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
26

 
 
 
24

 
 
 
25

 
 
 
106

 
 
 
26

 
 
 
27

 
 
 
27

 
 
 
26

 
 
Consumer Specialties
15

 
 
 
12

 
 
 
11

 
 
 
43

 
 
 
11

 
 
 
11

 
 
 
10

 
 
 
11

 
 
Total Materials Solutions
41

 
 
 
36

 
 
 
36

 
 
 
149

 
 
 
37

 
 
 
38

 
 
 
37

 
 
 
37

 
 
Industrial Specialties
10

 
 
 
9

 
 
 
10

 
 
 
48

 
 
 
12

 
 
 
12

 
 
 
12

 
 
 
12

 
 
Acetyl Intermediates
17

 
 
 
18

 
 
 
19

 
 
 
81

 
 
 
20

 
 
 
21

 
 
 
19

 
 
 
21

 
 
Total Acetyl Chain
27

 
 
 
27

 
 
 
29

 
 
 
129

 
 
 
32

 
 
 
33

 
 
 
31

 
 
 
33

 
 
Other Activities(2) 
2

 
 
 
3

 
 
 
2

 
 
 
12

 
 
 
3

 
 
 
2

 
 
 
4

 
 
 
3

 
 
Total
70

 
 
 
66

 
 
 
67

 
 
 
290

 
 
 
72

 
 
 
73

 
 
 
72

 
 
 
73

 
 
Operating EBITDA / Operating EBITDA Margin(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advanced Engineered Materials
132

 
40.5
%
 
126

 
36.4
%
 
129

 
37.6
%
 
435

 
29.8
%
 
90

 
27.2
%
 
114

 
31.1
%
 
121

 
31.1
%
 
110

 
29.5
%
Consumer Specialties
120

 
48.6
%
 
117

 
47.0
%
 
103

 
45.4
%
 
503

 
43.4
%
 
121

 
43.5
%
 
127

 
43.6
%
 
117

 
40.5
%
 
138

 
45.7
%
Total Materials Solutions
252

 
44.0
%
 
243

 
40.8
%
 
232

 
40.7
%
 
938

 
35.8
%
 
211

 
34.6
%
 
241

 
36.7
%
 
238

 
35.1
%
 
248

 
36.7
%
Industrial Specialties
38

 
13.9
%
 
39

 
13.6
%
 
40

 
14.2
%
 
112

 
9.2
%
 
19

 
7.2
%
 
27

 
8.6
%
 
34

 
10.2
%
 
32

 
10.3
%
Acetyl Intermediates
101

 
14.9
%
 
125

 
17.7
%
 
156

 
21.9
%
 
628

 
18.0
%
 
157

 
19.3
%
 
189

 
20.2
%
 
165

 
18.3
%
 
117

 
13.9
%
Total Acetyl Chain
139

 
15.9
%
 
164

 
18.0
%
 
196

 
21.6
%
 
740

 
17.2
%
 
176

 
17.9
%
 
216

 
18.9
%
 
199

 
17.8
%
 
149

 
14.0
%
Other Activities(2)
(16
)
 
 
 
(16
)
 
 
 
(11
)
 
 
 
(120
)
 
 
 
(33
)
 
 
 
(29
)
 
 
 
(36
)
 
 
 
(22
)
 
 
Total
375

 
26.5
%
 
391

 
26.5
%
 
417

 
28.8
%
 
1,558

 
22.9
%
 
354

 
22.7
%
 
428

 
24.2
%
 
401

 
22.7
%
 
375

 
22.0
%
___________________________
(1) 
Excludes accelerated depreciation and amortization expense 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).
(3) 
Defined as Operating EBITDA divided by Net sales.


6


Table 3
Adjusted Earnings (Loss) per Share - Reconciliation of a Non-GAAP Measure - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
 
 
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
161

 
1.07

 
207

 
1.34

 
236

 
1.53

 
631

 
4.04

 
(82
)
 
(0.54
)
 
258

 
1.66

 
259

 
1.66

 
196

 
1.25

Income tax provision (benefit)
74

 
 
 
24

 
 
 
72

 
 
 
314

 
 
 
52

 
 
 
90

 
 
 
94

 
 
 
78

 
 
Earnings (loss) from continuing operations before tax
235

 
 
 
231

 
 
 
308

 

 
945

 
 
 
(30
)
 
 
 
348

 
 
 
353

 
 
 
274

 
 
Certain items attributable to Celanese Corporation(1)
41

 
 
 
65

 
 
 
15

 
 
 
148

 
 
 
256

 
 
 
(35
)
 
 
 
(62
)
 
 
 
(11
)
 
 
Refinancing and related expenses

 
 
 

 
 
 

 
 
 
29

 
 
 
25

 
 
 
4

 
 
 

 
 
 

 
 
Adjusted earnings (loss) from continuing operations before tax
276

 
 
 
296

 
 
 
323

 
 
 
1,122

 
 
 
251

 
 
 
317

 
 
 
291

 
 
 
263

 
 
Income tax (provision) benefit on adjusted earnings(2)
(50
)
 
 
 
(53
)
 
 
 
(58
)
 
 
 
(236
)
 
 
 
(53
)
 
 
 
(67
)
 
 
 
(61
)
 
 
 
(55
)
 
 
Adjusted earnings (loss) from continuing operations(3)
226

 
1.50

 
243

 
1.58

 
265

 
1.72

 
886

 
5.67

 
198

 
1.28

 
250

 
1.61

 
230

 
1.47

 
208

 
1.33

 
Diluted shares (in millions)(4)
Weighted average shares outstanding
149.8

 
 
 
153.5

 
 
 
153.2

 
 
 
155.0

 
 
 
153.4

 
 
 
154.5

 
 
 
155.8

 
 
 
156.5

 
 
Incremental shares attributable to equity awards
1.2

 
 
 
0.5

 
 
 
0.7

 
 
 
1.2

 
 
 
1.0

 
 
 
0.7

 
 
 
0.3

 
 
 
0.3

 
 
Total diluted shares
151.0

 
 
 
154.0

 
 
 
153.9

 


 
156.2

 
 
 
154.4

 
 
 
155.2

 
 
 
156.1

 
 
 
156.8

 
 
______________________________
(1)
See Certain items presentation (Table 8) for details.
(2) 
Calculated using adjusted effective tax rates as follows:
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In percentages)
Adjusted effective tax rate
18
 
 
 
18
 
 
 
18
 
 
 
21
 
 
 
21
 
 
 
21
 
 
 
21
 
 
 
21
 
 
(3) 
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
Q4 '14 & 2014
 
12.7
%
 
8.2
%
(4) 
Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

7


Table 4
Net Sales by Segment - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions)
Advanced Engineered Materials
326

 
346

 
343

 
1,459

 
331

 
366

 
389

 
373

Consumer Specialties
247

 
249

 
227

 
1,160

 
278

 
291

 
289

 
302

Total Materials Solutions
573

 
595

 
570

 
2,619

 
609

 
657

 
678

 
675

Industrial Specialties
274

 
287

 
282

 
1,224

 
265

 
314

 
333

 
312

Acetyl Intermediates
680

 
707

 
713

 
3,493

 
814

 
937

 
901

 
841

Eliminations(2)
(82
)
 
(83
)
 
(87
)
 
(411
)
 
(97
)
 
(109
)
 
(113
)
 
(92
)
Total Acetyl Chain
872

 
911

 
908

 
4,306

 
982

 
1,142

 
1,121

 
1,061

Other Activities(1)

 

 

 

 

 

 

 

Intersegment eliminations(2)
(32
)
 
(29
)
 
(28
)
 
(123
)
 
(32
)
 
(30
)
 
(30
)
 
(31
)
Net sales
1,413

 
1,477

 
1,450

 
6,802

 
1,559

 
1,769

 
1,769

 
1,705

___________________________
(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) 
Includes intersegment sales as follows:
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions)
Consumer Specialties

 

 

 
(2
)
 

 
(2
)
 

 

Acetyl Intermediates
(114
)
 
(112
)
 
(115
)
 
(532
)
 
(129
)
 
(137
)
 
(143
)
 
(123
)
Intersegment eliminations
(114
)
 
(112
)
 
(115
)
 
(534
)
 
(129
)
 
(139
)
 
(143
)
 
(123
)



8


Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended September 30, 2015 Compared to Three Months Ended June 30, 2015
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
(5
)
 
(1
)
 
 
 
(6
)
Consumer Specialties

 

 
 
 

Total Materials Solutions
(3
)
 
(1
)
 
 
 
(4
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(5
)
 
1

 
 
 
(4
)
Acetyl Intermediates
(1
)
 
(3
)
 
 
 
(4
)
Total Acetyl Chain
(2
)
 
(2
)
 
 
 
(4
)
 
 
 
 
 
 
 
 
 
 
Total Company
(3
)
 
(1
)
 
 
 
(4
)
Three Months Ended June 30, 2015 Compared to Three Months Ended March 31, 2015
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
2

 

 
(1
)
 
 
1

Consumer Specialties
11

 
(1
)
 

 
 
10

Total Materials Solutions
6

 
(1
)
 
(1
)
 
 
4

 
 
 
 
 
 
 
 
 
 
Industrial Specialties
6

 
(4
)
 
(1
)
 
 
1

Acetyl Intermediates
(1
)
 
1

 
(1
)
 
 
(1
)
Total Acetyl Chain
2

 
(1
)
 
(1
)
 
 

 
 
 
 
 
 
 
 
 
 
Total Company
3

 
(1
)
 
(1
)
 
1
 
2

Three Months Ended March 31, 2015 Compared to Three Months Ended December 31, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
6

 
2

 
(4
)
 
 
4

Consumer Specialties
(16
)
 
(2
)
 

 
 
(18
)
Total Materials Solutions
(4
)
 

 
(3
)
 
 
(7
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
16

 
(4
)
 
(5
)
 
 
7

Acetyl Intermediates
1

 
(11
)
 
(3
)
 
 
(13
)
Total Acetyl Chain
5

 
(10
)
 
(4
)
 
1
 
(8
)
 
 
 
 
 
 
 
 
 
 
Total Company
2

 
(6
)
 
(4
)
 
1
 
(7
)
 

Three Months Ended December 31, 2014 Compared to Three Months Ended September 30, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
(6
)
 
(1
)
 
(2
)
 
 
(9
)
Consumer Specialties
(4
)
 

 
(1
)
 
 
(5
)
Total Materials Solutions
(5
)
 
(1
)
 
(1
)
 
 
(7
)
 
 
 
 
 
 
 
 
 


Industrial Specialties
(14
)
 

 
(2
)
 
 
(16
)
Acetyl Intermediates
(7
)
 
(5
)
 
(1
)
 
 
(13
)
Total Acetyl Chain
(9
)
 
(4
)
 
(2
)
 
1
 
(14
)
 
 
 
 
 
 
 
 
 
 
Total Company
(8
)
 
(3
)
 
(2
)
 
1
 
(12
)
Three Months Ended September 30, 2014 Compared to Three Months Ended June 30, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
(4
)
 
(1
)
 
(1
)
 
 
(6
)
Consumer Specialties
1

 

 

 
 
1

Total Materials Solutions
(2
)
 

 
(1
)
 
 
(3
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(5
)
 
1

 
(1
)
 
 
(5
)
Acetyl Intermediates
2

 
3

 
(1
)
 
 
4

Total Acetyl Chain

 
3

 
(1
)
 
 
2

 
 
 
 
 
 
 
 
 
 
Total Company
(1
)
 
2

 
(1
)
 
 

Three Months Ended June 30, 2014 Compared to Three Months Ended March 31, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
4

 

 
 

 
4

Consumer Specialties
(3
)
 
(1
)
 
 

 
(4
)
Total Materials Solutions
1

 

 
 

 
1

 
 
 
 
 
 
 
 
 
 
Industrial Specialties
2

 
4

 
 

 
6

Acetyl Intermediates
1

 
6

 
 

 
7

Total Acetyl Chain
2

 
6

 
 
(2
)
 
6

 
 
 
 
 
 
 
 
 
 
Total Company
1

 
4

 
 
(1
)
 
4



9


Table 4a
Factors Affecting Segment Net Sales Sequentially - Unaudited
Three Months Ended March 31, 2014 Compared to Three Months Ended December 31, 2013
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
12

 
2
 
 

 
14
Consumer Specialties

 
2
 
 

 
2
Total Materials Solutions
7

 
2
 
 

 
9
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
13

 
1
 
 

 
14
Acetyl Intermediates
(3
)
 
5
 
 

 
2
Total Acetyl Chain
1

 
4
 
 
(1
)
 
4
 
 
 
 
 
 
 
 
 
 
Total Company
3

 
3
 
 
(1
)
 
5




























 











































10


Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
(3
)
 
(1
)
 
(7
)
 
 
(11
)
Consumer Specialties
(10
)
 
(4
)
 
(1
)
 
 
(15
)
Total Materials Solutions
(7
)
 
(2
)
 
(4
)
 
 
(13
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties

 
(5
)
 
(8
)
 
 
(13
)
Acetyl Intermediates
(6
)
 
(15
)
 
(6
)
 
 
(27
)
Total Acetyl Chain
(5
)
 
(14
)
 
(7
)
 
2
 
(24
)
 
 
 
 
 
 
 
 
 
 
Total Company
(5
)
 
(10
)
 
(6
)
 
1
 
(20
)
Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
(1
)
 
(1
)
 
(9
)
 
 
(11
)
Consumer Specialties
(10
)
 
(3
)
 
(1
)
 
 
(14
)
Total Materials Solutions
(5
)
 
(2
)
 
(5
)
 
 
(12
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(1
)
 
(4
)
 
(9
)
 
 
(14
)
Acetyl Intermediates
(4
)
 
(10
)
 
(8
)
 
 
(22
)
Total Acetyl Chain
(3
)
 
(10
)
 
(9
)
 
3
 
(19
)
 
 
 
 
 
 
 
 
 
 
Total Company
(4
)
 
(7
)
 
(8
)
 
2
 
(17
)
Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials

 

 
(8
)
 
 
(8
)
Consumer Specialties
(21
)
 
(3
)
 
(1
)
 
 
(25
)
Total Materials Solutions
(9
)
 
(2
)
 
(5
)
 
 
(16
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(4
)
 
3

 
(9
)
 
 
(10
)
Acetyl Intermediates
(2
)
 
(7
)
 
(6
)
 
 
(15
)
Total Acetyl Chain
(3
)
 
(5
)
 
(7
)
 
1
 
(14
)
 
 
 
 
 
 
 
 
 
 
Total Company
(6
)
 
(3
)
 
(7
)
 
1
 
(15
)
 

Three Months Ended December 31, 2014 Compared to Three Months Ended December 31, 2013
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
6

 

 
(4
)
 

 
2

Consumer Specialties
(5
)
 
(1
)
 

 

 
(6
)
Total Materials Solutions
1

 
(1
)
 
(2
)
 

 
(2
)
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(6
)
 
7

 
(4
)
 

 
(3
)
Acetyl Intermediates
(8
)
 
9

 
(3
)
 

 
(2
)
Total Acetyl Chain
(8
)
 
9

 
(3
)
 
(2
)
 
(4
)
 
 
 
 
 
 
 
 
 
 
Total Company
(5
)
 
5

 
(3
)
 
(1
)
 
(4
)
Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
8

 
(2
)
 
 

 
6

Consumer Specialties
(8
)
 
2

 
 

 
(6
)
Total Materials Solutions

 

 
 

 

 
 
 
 
 
 
 
 
 
 
Industrial Specialties
(2
)
 
7

 
 

 
5

Acetyl Intermediates
1

 
17

 
 

 
18

Total Acetyl Chain

 
16

 
 
(3
)
 
13

 
 
 
 
 
 
 
 
 
 
Total Company

 
10

 
 
(2
)
 
8

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
10

 
(1
)
 
2
 

 
11

Consumer Specialties
(9
)
 
1

 
 

 
(8
)
Total Materials Solutions
1

 

 
1
 

 
2

 
 
 
 
 
 
 
 
 
 
Industrial Specialties
8

 
3

 
2
 

 
13

Acetyl Intermediates
(2
)
 
12

 
1
 

 
11

Total Acetyl Chain
1

 
10

 
2
 
(3
)
 
10

 
 
 
 
 
 
 
 
 
 
Total Company
1

 
6

 
2
 
(2
)
 
7



11


Table 4b
Factors Affecting Segment Net Sales Year Over Year - Unaudited
Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(In percentages)
Advanced Engineered Materials
14

 
(2
)
 
1
 

 
13
Consumer Specialties
(1
)
 
3

 
 

 
2
Total Materials Solutions
7

 

 
1
 

 
8
 
 
 
 
 
 
 
 
 
 
Industrial Specialties
6

 

 
2
 

 
8
Acetyl Intermediates
(3
)
 
5

 
2
 

 
4
Total Acetyl Chain

 
4

 
2
 
(1
)
 
5
 
 
 
 
 
 
 
 
 
 
Total Company
3

 
2

 
1
 

 
6



























 













































12


Table 4c
Factors Affecting Segment Net Sales Year Over Year - Unaudited
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




13


Table 5
Free Cash Flow - Reconciliation of a Non-GAAP Measure - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions, except percentages)
Net cash provided by (used in) operating activities
173

 
283

 
270

 
962

 
166

 
379

 
253

 
164

Capital expenditures on property, plant and equipment
(104
)
 
(165
)
 
(162
)
 
(678
)
 
(214
)
 
(191
)
 
(125
)
 
(148
)
Capital contributions from Mitsui & Co., Ltd. to Fairway Methanol LLC
32

 
75

 
80

 
264

 
70

 
46

 
39

 
109

Free cash flow
101

 
193

 
188

 
548

 
22

 
234

 
167

 
125

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
1,413

 
1,477

 
1,450

 
6,802

 
1,559

 
1,769

 
1,769

 
1,705

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow as % of Net sales
7.1
%
 
13.1
%
 
13.0
%
 
8.1
%
 
1.4
%
 
13.2
%
 
9.4
%
 
7.3
%



14


Table 6
Cash Dividends Received - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions)
Dividends from equity method investments
5

 
29

 
88

 
148

 
6

 
29

 
48

 
65

Dividends from cost method investments
26

 
26

 
28

 
116

 
29

 
29

 
29

 
29

Total
31

 
55

 
116

 
264

 
35

 
58

 
77

 
94


Table 7
Net Debt - Reconciliation of a Non-GAAP Measure - Unaudited
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
(In $ millions, except ratios)
Short-term borrowings and current installments of long-term debt - third party and affiliates
463

 
123

 
128

 
137

 
137

 
765

 
158

 
157

Long-term debt
2,541

 
2,552

 
2,536

 
2,608

 
2,608

 
2,639

 
2,880

 
2,881

Total debt
3,004

 
2,675

 
2,664

 
2,745

 
2,745

 
3,404

 
3,038

 
3,038

Cash and cash equivalents
(952
)
 
(988
)
 
(851
)
 
(780
)
 
(780
)
 
(1,510
)
 
(1,064
)
 
(998
)
Net debt
2,052

 
1,687

 
1,813

 
1,965

 
1,965

 
1,894

 
1,974

 
2,040

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating EBITDA
 
 
 
 
 
 
1,558

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net debt / Operating EBITDA
 
 
 
 
 
 
1.3

 
 
 
 
 
 
 
 



15


Table 8
Certain Items - Unaudited
The following Certain items are included in Net earnings (loss) and are adjustments to non-GAAP measures:
 
Q3 '15
 
Q2 '15
 
Q1 '15
 
2014
 
Q4 '14
 
Q3 '14
 
Q2 '14
 
Q1 '14
 
Income Statement Classification
 
(In $ millions)
 
Employee termination benefits
6

 
10

 
4

 
7

 
1

 
3

 
1

 
2

 
Other charges (gains), net
Plant/office closures
13

 
1

 
3

 
6

 

 
1

 
2

 
3

 
Other charges (gains), net / Cost of sales / SG&A /
Equity in net (earnings) loss of affiliates
Business optimization
6

 
5

 
5

 
8

 
5

 
3

 

 

 
Cost of sales / SG&A
Asset impairments
1

 

 

 

 

 

 

 

 
Other charges (gains), net
(Gain) loss on disposition of business and assets, net

 
5

 

 
3

 

 

 
3

 

 
(Gain) loss on disposition, net
Commercial disputes
5

 

 
1

 
(11
)
 
10

 
(21
)
 

 

 
Cost of sales / Other charges (gains), net
Kelsterbach plant relocation

 

 

 
(1
)
 

 

 
(1
)
 

 
(Gain) loss on disposition
InfraServ Hoechst restructuring

 

 

 
(48
)
 

 

 
(48
)
 

 
Equity in net (earnings) loss of affiliates
Write-off of other productive assets

 
39

 

 
5

 

 

 
5

 

 
Cost of sales / R&D
Employee benefit plan changes
2

 
1

 
2

 
(155
)
 
(98
)
 
(20
)
 
(21
)
 
(16
)
 
Cost of sales / SG&A / R&D
Actuarial (gain) loss on pension and postretirement plans

 
1

 

 
349

 
349

 

 

 

 
Cost of sales / SG&A / R&D
Fairway Methanol LLC(1)
8

 
3

 

 

 

 

 

 

 
Cost of sales
Other

 

 

 
(15
)
 
(11
)
 
(1
)
 
(3
)
 

 
Various
Certain items attributable to Celanese Corporation
41

 
65

 
15

 
148

 
256

 
(35
)
 
(62
)
 
(11
)
 
 
______________________________
(1) 
Primarily associated with operational start-up costs.


16


Table 9
Return on Invested Capital - Presentation of a Non-GAAP Measure - Unaudited
 
 
 
 
 
2014
 
 
 
 
 
(In $ millions, except percentages)
Adjusted EBIT(1)
 
1,268

Adjusted effective tax rate
 
21
%
Adjusted EBIT tax effected
 
1,002

 
 
 
 
 
 
 
2014
 
2013
 
Average
 
(In $ millions, except percentages)
Short-term borrowings and current installments of long-term debt - third parties and affiliates
137

 
177

 
157

Long-term debt
2,608

 
2,887

 
2,748

Celanese Corporation stockholders' equity
2,818

 
2,699

 
2,759

Invested capital
 
 
 
 
5,664

 
 
 
 
 
 
Return on invested capital
 
 
 
 
17.7
%
______________________________
(1) 
See consolidated Adjusted EBIT reconciliation (Table 1) for details.




17
Celanese Q3 2015 Earnings Monday, October 19, 2015 Conference Call / Webcast Tuesday, October 20, 2015 10:00 a.m. Eastern Time © Celanese Mark Rohr, Chairman and Chief Executive Officer Chris Jensen, SVP, Finance and Chief Financial Officer Exhibit 99.3


 
© Celanese Celanese Corporation 2 This presentation may contain "forward-looking statements," which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Results Unaudited The results in this presentation, 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. Presentation This presentation 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. 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. Non-GAAP Financial Measures This presentation, and statements made in connection with this presentation, contain references to non-GAAP financial measures. For more information on the non-GAAP financial measures used by the company and referenced in this presentation, including definitions and reconciliations with comparable GAAP financial measures, as well as prior period information, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available under Investor Relations/Financial Information/Non-GAAP Financial Measures on our website, www.celanese.com. Forward-Looking Statements


 
© Celanese Celanese Corporation 3 Mark Rohr Chairman and Chief Executive Officer


 
© Celanese Celanese Corporation 4 Clear Lake Methanol - Completed construction and achieved full production rates Record time and the lowest greenfield capital cost per ton in recent industry history


 
© Celanese Celanese Corporation 5 Net sales (in millions) Factors Affecting Net Sales $1,800 $1,200 $600 $0 30% 20% 10% 0% Q3 2014 Q2 2015 Q3 2015 20.1% 22.0% 21.6% $1,769 $1,477 $1,413 Q3 Performance Celanese Corporation Q3 2015 Highlights • Generated strong third quarter adjusted earnings of $1.50 per share, the second highest performance for a third quarter • Realized adjusted EBIT margin of 21.6 percent, a record for a third quarter • Repurchased 6.6 million shares, deploying $420 million of cash • Increased outstanding share repurchase authorization by $1 billion and announced plans to complete the authorization over two years *QoQ represents Q3 2015 as compared to Q2 2015; YoY represents Q3 2015 compared to Q3 2014. Adjusted EPS Q3 2015 $1.50 Q2 2015 $1.58 Q3 2014 $1.61 Total segment income margin QoQ* YoY* 5% 0% -5% -10% -15% -20% -25% Volume Price CurrencyOther Total


 
© Celanese Celanese Corporation 6 Net sales (in millions) Materials Solutions Q3 Performance Factors Affecting Net Sales $800 $600 $400 $200 $0 60% 40% 20% 0% Q3 2014 Q2 2015 Q3 2015 30.9% 34.8% 36.8% $657 $595 $573 Total core income margin YoY Core income highlights • Lower volume in Consumer Specialties on customer destocking in acetate tow • Lower price driven by industry utilization rates in acetate tow and selectivity in engineered materials • Expanded margin by maintaining price in engineered materials as raw material costs declined QoQ Core income highlights • Record adjusted EBIT of $211 million • Record core income margin of 36.8% • Expanded margin 200 basis points despite volume decline due to normal seasonal patterns and commercial selectivity in engineered materials QoQ YoY 2% 0% -2% -4% -6% -8% -10% -12% -14% Volume Price Currency Other Total


 
© Celanese Celanese Corporation 7 YoY Segment income highlights • Margin expanded as price discipline more than offset lower raw material costs • Lower volume on commercial selectivity QoQ Segment income highlights • Record adjusted EBIT • Record segment margin, expanded 300 basis points • Margin expanded: ◦ Price discipline as raw material costs decreased ◦ Affiliate earnings increased • Volume declined on normal seasonal patterns and commercial selectivity Net sales (in millions) Advanced Engineered Materials Q3 Performance Factors Affecting Net Sales $400 $300 $200 $100 $0 40% 30% 20% 10% 0% Q3 2014 Q2 2015 Q3 2015 23.8% 29.5% 32.5% $366 $346 $326 Total segment income margin QoQ YoY 2% 0% -2% -4% -6% -8% -10% -12% Volume Price Currency Other Total


 
© Celanese Celanese Corporation 8 Consumer Specialties Q3 Performance Factors Affecting Net Sales YoY Segment income highlights • Lower acetate tow volume driven by customer destocking • Lower price on reduced industry utilization rates • Productivity initiatives contributed to record margin QoQ Segment income highlights • Volume and price consistent sequentially • Record segment income margin of 42.5% • Productivity initiatives contributed to record margin Net sales (in millions) Total segment income margin $300 $200 $100 $0 60% 40% 20% 0% Q3 2014 Q2 2015 Q3 2015 39.9% 42.2% 42.5% $291 $249 $247 QoQ YoY 5% 0% -5% -10% -15% -20% Volume Price Currency Other Total


 
© Celanese Celanese Corporation 9 Acetyl Chain Q3 Performance Factors Affecting Net Sales YoY Core income highlights • Lower price due to prior year industry outages in VAM that did not reoccur, lower raw material costs and lower demand in China • Volume decrease driven by lower China demand • Weaker Euro / US Dollar exchange rate QoQ Core income highlights • Volume and price slightly lower due to: ◦ normal seasonality in emulsion polymers ◦ muted acetyl demand in China • Margin declined on higher U.S. methanol costs as our advantaged methanol supply contract expired Net sales (in millions) Total core income margin $1,200 $900 $600 $300 $0 40% 30% 20% 10% 0% Q3 2014 Q2 2015 Q3 2015 16.0% 15.0% 12.8% $1,142 $911 $872 QoQ YoY 5% 0% -5% -10% -15% -20% -25% -30% Volume Price Currency Other Total


 
© Celanese Celanese Corporation 10 Forward View 2015 Outlook • Continue momentum in engineered materials and broad based productivity initiatives • Offset headwinds of weak Euro, reduced tow volumes and softer demand in China • Increasing adjusted earnings outlook to $5.90 - $6.10 per share for 2015 2016 View • Not relying on improvement in economic environments, will maintain control of what we can drive ◦ Engineered Materials - Focused pipeline model, customer centric application development, increase project launches and earnings growth ◦ Cellulose Derivatives - Offset destocking impacts through capacity rationalization and productivity. Maintain earnings relatively consistent with 2015 ◦ Acetyls - Leverage value creation model, including integrated global platform and flexibility, to grow earnings across the chain ◦ Perpetual productivity Increasing 2015 adjusted earnings outlook to $5.90 to $6.10 per share


 
© Celanese Celanese Corporation 11 Chris Jensen SVP, Finance and Chief Financial Officer


 
© Celanese Celanese Corporation 12 Strong Cash Flow Generation • On pace for second consecutive record year of Free Cash Flow in 2015, expecting at least $600 million • Expect 2015 net capital expenditures in the range of $325 million to $350 million • Q3 2015 impacted by timing of certain cash items: ◦ Non-recurring legacy tax settlement already accrued ◦ Timing of receipt of affiliate dividends Strong cash generation; tracking to record year of Free Cash Flow Free Cash Flow (in millions) Cash flow from operations Free cash flow (FCF) FCF as % net sales $1,000 $800 $600 $400 $200 $0 12% 10% 8% 6% 4% 2% 0% Q3 2014 YTD Q3 2015 YTD $796 $726 $526 $482 10.0% 11.1%


 
© Celanese Celanese Corporation 13 Return of Cash to Shareholders • Deployed $420 million to repurchase 6.6 million shares in Q3 • Reduced share count by 4.3% • Increased remaining share repurchase authorization by $1 billion, expect to complete within two years $2.3 billion returned to shareholders since 2007 via dividends and share repurchases Dividend Payout and Share Repurchases (in millions) Dividend Share Repurchases $600 $500 $400 $300 $200 $100 $0 2012 2013 2014 2015 YTD $43 $83 $144 $131$45 $164 $250 $420 Share Repurchases Dividend • 60% dividend CAGR since 2012, to achieve desired payout ratio • Expect to maintain consistent payout ratio of approximately 20% $551 $394 $247 $88


 


Exhibit 99.4

Q3 2015 Earnings Prepared Comments
Jon Puckett, Celanese Corporation, Vice President, Investor Relations
Welcome to the Celanese Corporation third quarter 2015 financial results recording. The date of this recording is October 19, 2015. Please note that no portion of this presentation may be rebroadcast or reproduced in any form without the prior written consent of Celanese.
My name is Jon Puckett, Vice President of Investor Relations. Today you will be hearing from Mark Rohr, Chairman and Chief Executive Officer, and Chris Jensen, Senior Vice President and Chief Financial Officer.
The Celanese Corporation third quarter 2015 earnings release was distributed via business wire this afternoon and posted on our website, www.celanese.com, in the Investor Relations section. The slides referenced during this recording are also posted on our website. As a reminder, some of the matters discussed today and included in our presentations may include forward-looking statements concerning, for example, Celanese Corporation's future objectives and results. Please note the cautionary language contained in the posted slides. Also, some of the matters discussed and presented include references to non-GAAP financial measures. Explanations of these measures and reconciliations to the comparable GAAP measures are included on our website in the Investor Relations section under Financial Information. The earnings release, presentation and non-GAAP reconciliations are being furnished to the SEC in a Current Report on Form 8-K.
Mark Rohr will provide some recent highlights, review our consolidated third quarter results, update our outlook for the remainder of 2015 and provide initial thoughts on 2016. Chris Jensen will then comment

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on our earnings on a year-over-year basis and will discuss our cash flow and taxes. I'd now like to turn it over to Mark.

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Mark Rohr, Celanese Corporation, Chairman of the Board of Directors and Chief Executive Officer
Thanks Jon, and I'd like to welcome everyone listening in today.
Let's start by highlighting our most recent achievement, the successful start up of the methanol unit in Clear Lake, Texas. I can't overstate how proud I am of our team in Clear Lake and all those involved who helped us achieve this milestone. At 1.3 million tons it is the largest Methanol plant in the U.S. It's also the most efficient and we believe the most economical. The project was completed, commissioned and achieved full production rates in only 21 months at a low capital cost of less than $700 per ton. Meeting this aggressive timeline could not have occurred were it not for the teamwork of those on the ground to execute the plan while also overcoming unimaginable challenges like historic flooding and shortages in skilled labor. This strategic investment provides Celanese with certain supply of methanol at favorable producer economics and allows us to capture the ongoing economic benefit of low cost natural gas in the U.S.
Shifting to our consolidated third quarter results, we generated adjusted earnings per share of $1.50, which was the second highest third quarter earnings performance in our history. This result reflects the success we are having with our commercial models overcoming global challenges while also delivering on productivity initiatives. We generated segment income of $305 million in the quarter, and set a third quarter margin record of of 21.6 percent. This is really fantastic work. Margins were down 40 basis points sequentially, but increased 150 basis points on a year-over-year basis, driven by a 590 basis point improvement in Materials Solutions largely due to the success of our innovation pipeline. This performance more than offset a 320 basis point margin decline in the Acetyl Chain caused by the expiration of the advantaged long-term methanol contract, and weakness in the Chinese market.
In the quarter, we generated $173 million of operating cash flow and $101 million of free cash flow. Our business model continues to generate strong levels of cash and we are tracking towards delivering record free cash flow for the year. Looking forward, we expect our businesses to generate increasing amounts of free cash flow, as several large capex projects, like our natural gas boilers in Narrows, Virginia and the

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Clear Lake methanol unit are completed. Our confidence in our ability to generate cash prompted us to return a record amount of cash to our shareholders in the quarter by repurchasing $420 million of stock; dividends for the quarter boosted the total cash return to $467 million this quarter. We also announced a $1 billion share repurchase authorization which we intend to execute over the next two years.
Moving on to Materials Solutions, core income was $211 million on revenue of $573 million. Margin was 36.8 percent, which is up 200 basis points sequentially and 590 basis points year-over-year. Advanced Engineered Materials generated $106 million of segment income on $326 million of revenue, producing a margin of 32.5 percent, an increase of 300 basis points sequentially and 870 basis points year-over-year. The base engineered materials business generated adjusted EBIT of $63 million, representing strong growth of 43 percent over the prior year. Engineered materials' volumes were down 5% sequentially driven by normal third quarter seasonality, as well as our our own selectivity, as we focused on prioritizing and commercializing the highest return projects. Our commercial teams were able to maintain pricing for the quarter in spite of competitive pressure, demonstrating the value of our polymers and applications expertise. Affiliate earnings were $43 million, an increase of $12 million sequentially, driven primarily by higher MTBE and methanol pricing in our IBN Sina affiliate.
During the quarter we continued having success building our pipeline of new products and applications. We launched over 200 new projects during the quarter, focusing on the highest value applications of our polymers. Let me just share one recent example in an auto application where we replaced stamped metal with a thermoplastic solution for an underbody shield application. This was a time sensitive and complicated project involving cross-functional teams spanning 3 countries, 5 Celanese sites and 3 tier suppliers. Our chemistry was an important aspect of this success, but you can see from the complexity it's also our global ability to rapidly bring engineering, applications and chemistry together that wins these key projects. Successes like this can also yield translation opportunities as we work with other customers around the globe. Year to date, we have launched over 700 new products, and we expect to be in the

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neighborhood of 900 new product launches for the year. Strong performance, and we believe measurably different performance versus others in the space.
In Consumer Specialties, segment income was flat sequentially at $105 million, on revenue of $247 million. Third quarter volume and price were consistent with second quarter levels, and margin was a record at 42.5 percent, as we continue our productivity actions.
In the Acetyl Chain, we continued to benefit from the flexibility of our value creation model and our global production network that provides us with unique optionality that is unmatched in the industry. We generated core income of $112 million on revenue of $872 million. Margin was 12.8 percent, down 220 basis points sequentially primarily due to higher U.S. methanol costs driven by the expiration of our advantaged long-term supply contract at the end of the second quarter. On a sequential basis, volumes declined 2 percent and pricing decreased 2 percent, driven by normal third quarter seasonality in some of the end markets that we serve, as well as continued muted demand in China.
Now let's look ahead to the full year. We expect continued momentum and earnings growth in the engineered materials space and broad based productivity initiatives to moderate seasonality and year-on-year headwinds like a lower Euro, reduced tow volumes, and weaker China demand. Saluting performance to-date, while also considering these ongoing headwinds, we are increasing our 2015 adjusted earnings outlook to $5.90 to $6.10 per share.
As we plan for next year, we remain focused on those things we can do to control our own destiny, ensure our success and to make ourselves as indifferent as possible to the marketplace noise. You may recall that as we began this year, we were faced with significant earnings headwinds like the expiration of our long-term methanol contract, a significantly weaker Euro, an uncertain Chinese economy and destocking in our cellulose derivatives business. Through the year Celanese has demonstrated an ability to overcome these headwinds and as outlined we expect to deliver record earnings and cash flow.

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As we sit here today, a few of these challenges still remain. The Euro remains weak versus the U.S. Dollar and most expect it to decline further. Demand and currency trends in China are not expected to materially improve in the near term and may even deteriorate as capacity in most industries falls to levels never seen before. There is also evidence that the destocking activity in tow has not completely run its course. Our focus on new product introductions, productivity and capacity rationalization and execution will help us overcome these challenges and maintain our focus on double digit earnings growth over time. Let me share a few specifics.
In engineered materials, we expect our focus on customer intimacy and innovative application development to drive new products and earnings growth. For 2016, we have already targeted 1,100 new product launches. That's a 22% year-over-year improvement. In our cellulose derivatives business we are well positioned through numerous steps we are taking both in our production capacity rationalization and in the area of productivity to help offset destocking activity and keep 2016 earnings relatively constant with 2015 levels.
In the Acetyl Chain, our integrated global platform positions us well to manage the impacts of slower growth in China and a strong U.S. Dollar, and achieve moderate earnings growth across our chain. Complementing the above, we will continue to deliver productivity gains, having already identified over $50 million in opportunities for 2016 with more to come. Behind these proven strategies, our core business capabilities, our strong balance sheet and the proven cash generating power of our business, we are confident in our ability to overcome the noise and press double digit earnings growth in adjusted earnings per share. We look forward to adding more detail on our long-term growth strategy and earnings power at our upcoming investor day this November.

With that, I'll now turn it over to Chris.


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Chris Jensen, Celanese Corporation, Chief Financial Officer
Thanks Mark.
Before I go into our year-over-year results, I would like to spend just a minute to describe how the start up of the methanol plant will impact our financials in the future, just so there is no confusion. We consolidate the 50/50 Fairway Methanol joint venture in our financial statements, so the fixed assets are around $800 million. The equity section of the balance sheet in turn shows roughly half of that amount as noncontrolling interest. On the income statement and cash flow statement, the impact from the consolidated joint venture itself will be small, because the venture is set up as a tolling entity and has minimal revenue and net income. The impact to Celanese earnings from the low cost methanol will be seen in our cost of sales.
Now I will review the year-over-year results for the third quarter. Adjusted earnings per share for the third quarter was $1.50, the second highest third quarter in our history, and 7 percent lower than the prior year quarter. Segment income was $305 million, or $50 million lower than the prior year, on net sales of $1.4 billion. We increased our segment income margin by 150 basis points year-over-year to 21.6 percent, driven by Materials Solutions which expanded margin by 590 basis points to 36.8 percent, as well as productivity actions across the company. Margin in the Acetyl Chain declined 320 basis points year-over-year, due largely to higher U.S. methanol costs as our advantaged long-term supply contract expired at the end of the second quarter.
Let me briefly discuss Other Activities, which was $18 million of expense in the quarter, $13 million lower than the prior year quarter. Other Activities is made up of various line items like corporate functional spend and global pension interest cost and expected asset returns. In the quarter, we saw the year-over-year benefit of our productivity actions, lower pension expense and positive foreign currency impacts on certain Euro denominated costs.

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Moving to cash flow - the third quarter was another strong quarter of cash generation with $101 million of free cash flow, and we finished the quarter with $952 million of cash on hand. Based on our performance year to date, we would expect free cash flow of at least $600 million for 2015, which would be a second consecutive record performance. Net capital spending for the year should be in the range of $325 to $350 million, and we expect that to trend downward in 2016. During the quarter, we repurchased over 6.6 million shares, or roughly 4.3% of our outstanding share count, deploying $420 million of cash. This repurchase activity was funded with $75 million of balance sheet cash and $345 million in borrowings under our $900 million revolver, which we expect to repay early next year. Based on the confidence we have in our cash generating ability, we also obtained an additional $1 billion repurchase authorization which we intend to execute over the next two years.
Now briefly on taxes. The adjusted tax rate for the third quarter of 2015 was 18 percent compared to 21 percent in the third quarter of 2014. The lower rate was primarily attributable to the jurisdictional mix of our earnings during the quarter. Net cash taxes paid were $77 million in the third quarter compared with $30 million in the prior year quarter. The increase was mainly due to a one time $30 million settlement of an old legacy matter that was previously accrued. The effective U.S. GAAP tax rate for the third quarter was 33 percent compared to 26 percent in the prior year due to valuation allowance movements.

This concludes our prepared remarks and we look forward to discussing our results with you on our
earnings call Tuesday morning. Thank you.


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